St Joseph'S Hospital and Health Center

“Pursuant to the corporation's bylaws, the executive committee is composed of the board chair, the board vice chair and the president, each of whom shall serve as an ex officio voting member of the executive committee, and two voting members appointed by the board of directors. Each individual appointed to the executive committee shall serve for a term of one year or until his or her successor is duly appointed by the board of directors. The executive committee shall consist of only directors of the corporation. Pursuant to the corporation's bylaws, committees, such as the executive committee, that are granted the authority to act on behalf of the board of directors may include only directors of the corporation. Further, pursuant to the corporation's bylaws, the executive committee has and may exercise such powers as may be delegated to it by the board of directors. The executive committee also possesses the power to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of directors.”

“According to the bylaws of st. Joseph's hospital and health center, the entity's sole member is catholic health initiatives, a colorado nonprofit corporation.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the senior vice president of operations. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation.”

“The organization's corporate member is catholic health initiatives ("chi"). Pursuant to section 5.4 of the organization's bylaws, the corporate member shall have the specific rights set forth in the governance matrix. Pursuant to the governance matrix the following rights are reserved to the chi board directly or through powers delegated to the chi chief executive officer: - substantial change in the mission or philosophy of sjhhc. - amendment of the corporate documents of sjhhc. - approve members of the sjhhc board. - removal of a member of the governing body of sjhhc. - approval of issuance of debt by sjhhc. - approval of participation of sjhhc in a joint venture. - approval of formation of a new corporation by sjhhc. - approval of a merger involving sjhhc. - approval of the sale of all or substantially all of the assets of sjhhc. - to require the transfer of assets by sjhhc to chi to accomplish chi's goals and objectives, and to satisfy chi debts. - adoption of long range and strategic plans for sjhhc. Pursuant to section 5.5 of the organization's bylaws, chi may, in exercise of its approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and the president and chief executive officer of the organization, recommend such other or different actions as it deems appropriate.”

“The organization's accounting personnel work with the chi tax department to prepare the form 990. The president, vp of operational finance, and accounting staff will review the completed form 990 when it is available. The form 990 is then provided to the board of directors and any necessary revisions will be included in the final version that is approved for filing. Subsequent to the return being provided to the board, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.”

“St. Joseph's hospital and health center ("sjhhc") had in effect for fiscal year 2014 a conflict of interest policy covering all directors and officers holding the title of vice-president or above. The policy places on each director a general obligation to disclose to the chair of the board of directors any situation that may create a conflict of interest as soon as he or she becomes aware of such situation. In the case of an officer, disclosure must be made to the president of sjhhc who has a duty to report such disclosure to the board chair. In any situation where the director or officer is in doubt about whether a conflict of interest exists, full disclosure should be made so as to permit an impartial and objective determination. The policy requires a written record of the disclosure to be made. In addition to the ongoing disclosure obligation, all directors and officers are required to at least annually complete, sign, and return a conflict of interest disclosure statement. The completed statements will be reviewed by the president and the board chair. The board chair or designee shall make further investigation of conflict of interest disclosures as he or she may deem appropriate. Based on review and evaluation of the relevant facts and circumstances, the board chair will make an initial determination as to whether a conflict of interest exists and whether review and approval or other action by the board of directors is required. A written record of the board chair's determination, including relevant facts and circumstances, will be made. The board chair shall then make an appropriate report to the executive committee of the board concerning such review, evaluation, and determination. Differences of opinion between the board chair and another director or officer as to whether the facts and circumstances of a given situation constitute a conflict of interest or whether the board's review and approval or other action is required, the matter shall be submitted to the board's executive committee which shall make a final determination as to the matter presented. Such determination, including relevant facts and circumstances, will be reflected in the committee minutes and will be reported to the board of directors. The board of directors will carefully review and scrutinize the conflict of interest and must, in good faith, take whatever action is deemed appropriate under the circumstances with respect to the director or officer in order to protect the interests of the corporation. Such action is determined by a majority vote of the board, without counting the vote of the director or officer (if a voting member of the board) involved in the conflict of interest. When conflicts of interest are considered by the board, the director or officer must disclose all of the material facts to the board. The director or officer shall not vote or use his or her personal influence on the matter. The director or officer shall be excused from the meeting during discussion and vote on the conflict of interest. Minutes of the board of directors shall reflect the following: the individual making the disclosure, the nature of the disclosure, discussion regarding any proposed transaction, the decision made by the board, and that the interested director or officer (if a voting member of the board) abstained from voting.”

“St. Joseph's hospital and health center has a document retention and destruction policy that it follows; however, the policy has not been formally adopted by the board of directors.”

“The organization's ceo's compensation is paid by chi. Chi has a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges are reviewed annually in comparison to market data. Chi uses the hay group as the independent third party to assess executive compensation programs and to ensure the reasonableness of actual salaries and total compensation packages. Compensation of the senior most executives is reviewed annually. The hay group reviews both cash and total compensation for overall reasonableness, for adherence to chi's compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review is delivered by hay group to the hr committee of the chi board of stewardship trustees annually at their september meeting and minutes are shared with the full board at the december meeting. The last review was september 18, 2014. In addition, in december 2009, hay group completed a comprehensive review of all positions at the level of vice president and above to determine and validate appropriate compensation levels. These levels have been reviewed annually since and revised based on market data, where applicable.”

“The organization's other officers' compensation are paid by either st. Joseph's hospital and health center ("st. Joseph's hospital") or the national office. Compensation of st. Joseph's hospital's senior most executives is determined by the chi fargo division human resources department in conjunction with the st. Joseph's hospital human resources department and are annually reviewed on an individual basis. Both cash and total compensation are reviewed for overall reasonableness, for adherence to the fargo division's and st. Joseph's hospital's compensation philosophies, for comparability with similar positions included in the salary surveys listed below, and for comparability with other affiliated facilities in the fargo division. Salary survey information from the hhram salary survey, the sullivan cotter & associates salary survey, and the manager and executive hospital and health system survey are used to provide a level of independent third-party assessment of executive compensation programs and to ensure reasonableness of actual salaries and total compensation packages. Final approval of compensation for st. Joseph's hospital's senior management team positions is given by the fargo division human resources department, the fargo division svp, and the st. Joseph's hospital ceo and is documented on the appropriate compensation approval forms and annual employee performance evaluations. In september 2012, the fargo division human resources department and the st. Joseph's hospital human resources department completed a review of all st. Joseph's hospital's senior management team positions to determine and validate appropriate compensation levels.”

“The organization's organizing documents and conflict of interest policy are not publicly available. The organization's financial statements are included in the catholic health initiatives' consolidated audited financial statements available at www.catholichealthinit.org or at http://www.dacbond.com.”

“The mission of the corporation is to nurture the healing ministry of the church, supported by education and research. Fidelity to the gospel urges the corporation to emphasize human dignity and social justice as it creates healthier communities. The corporation, sponsored by a lay-religious partnership, calls other catholic sponsors and systems to unite to ensure the future of catholic health care. To fulfill this mission, the corporation, as a values-based organization, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development and formation for ministry throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization.”

“Other fees for services - total expense: 2694896, program service expense: 2194925, management and general expenses: 499971, fundraising expenses: ; contract labor - total expense: 4565803, program service expense: 3718732, management and general expenses: 847071, fundraising expenses: ; contract services - total expense: 5938161, program service expense: 4836480, management and general expenses: 1101681, fundraising expenses: ;”