Villa Nazareth Inc

“The Board Chair or designee shall make such further investigation of any conflict of interest disclosures as he or she may deem appropriate. If the conflict involves the Board Chair, the Vice Chair will assume the Chair's role outlined in the COI Policy. 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, pursuant to the COI Policy, review and approval or other action by the Board 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. If a difference of opinion exists between the Board Chair and another Trustee as to whether the facts and circumstances of a given situation constitute a conflict of interest or whether Board review and approval or other action is required within the COI Policy, 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 Executive Committee minutes and will be reported to the Board. The Board shall carefully scrutinize and must in good faith approve or disapprove any transaction in which CHI or a CHI Entity is a party and in which the Trustee or Corporate Officer either: * Has a material financial interest; or * Is a Trustee or Corporate Officer of the other party (other than a CHI-affiliated organization). The Board must approve the transaction by a majority of the Trustees on the Board, without counting the vote of any individual who has an interest in the transaction. In reviewing such transactions between CHI or CHI Entities and vendors or other contractors who are, or are affiliated with, Trustees or Corporate Officers, the Board shall act no more or less favorably than it would in reviewing transactions with unrelated third parties. The transaction will not be approved unless the Board determines that the transaction is fair to CHI or the CHI Entity. The Board shall carefully review and scrutinize any non-transactional conflict of interest (e.g., disclosure of nonpublic information, competition with CHI or a CHI Entity, failure to disclose a corporate opportunity, excessive gifts or entertainment, etc.). By a majority vote of the disinterested Trustees, the Board shall take whatever action is deemed appropriate with respect to the Trustee or Corporate Officer under the circumstances, including possible disciplinary or corrective action, in order to best protect the interests of CHI or the CHI Entity. The Board should consult with the General Counsel of CHI or his or her designee when considering disciplinary or corrective action. When any conflict of interest is considered by the Board, the Trustee or Corporate Officer, as appropriate, must disclose all of the material facts to the Board. The Trustee shall not vote and the Trustee or Corporate Officer shall not use his or her personal influence on the matter. However, if requested, such Trustee or Corporate Officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from Trustees, as his or her knowledge may be of significant importance. The Trustee or Corporate Officer shall be excused from the meeting during discussion and vote on the conflict of interest. Minutes of the Board 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 Trustee or Corporate Officer was excused during the discussion, and that the interested Trustee abstained from voting. If the Board reasonably believes that a Trustee or Corporate Officer has failed to disclose ei”

“Pursuant to Section 8.6 of the Bylaws of Villa Nazareth, the Executive Committee is composed of the board chair, the board vice chair, the President and CEO, 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 Section 8.1 of 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 Section 8.6 of 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 Villa Nazareth the entity's sole member is Catholic Health Initiatives, a Colorado nonprofit organization.”

“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. (CHCF Reserved Rights) Except as otherwise provided in the Corporation's Articles of Incorporation or the laws of the State of organization, Catholic Health Care Federation ("CHCF") shall have such rights as are reserved to the Corporate Member, acting in its capacity as the membership body of CHCF, under the Governance Matrix.”

“THE ORGANIZATION'S CORPORATE MEMBER IS CATHOLIC HEALTH INITIATIVES ("CHI"). 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 VILLA NAZARETH, INC. - AMENDMENT OF THE CORPORATE DOCUMENTS OF VILLA NAZARETH, INC. - APPROVE MEMBERS OF THE VILLA NAZARETH, INC. BOARD - REMOVAL OF A MEMBER OF THE GOVERNING BODY OF VILLA NAZARETH,INC. - APPROVAL OF ISSUANCE OF DEBT BY VILLA NAZARETH, INC. - APPROVAL OF PARTICIPATION OF VILLA NAZARETH, INC. IN A JOINT VENTURE - APPROVAL OF FORMATION OF A NEW CORPORATION BY VILLA NAZARETH, INC. - APPROVAL OF A MERGER INVOLVING VILLA NAZARETH, INC. - APPROVAL OF THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF VILLA NAZARETH, INC. - TO REQUIRE THE TRANSFER OF ASSETS BY VILLA NAZARETH, INC. TO CHI TO ACCOMPLISH CHI'S GOALS AND OBJECTIVES, AND TO SATISFY CHI DEBTS. - ADOPTION OF LONG RANGE AND STRATEGIC PLANS FOR VILLA NAZARETH, INC. PURSUANT TO 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. (CHCF Reserved Rights) Except as otherwise provided in the Corporation's Articles of Incorporation or the laws of the State of organization, Catholic Health Care Federation ("CHCF") shall have such rights as are reserved to the Corporate Member, acting in its capacity as the membership body of CHCF, under the Governance Matrix.”

“Once the return is prepared, the return is reviewed by the Controller/Treasurer. It is then sent electronically to the full Board for review prior to the next Board Meeting. AT THE ORGANIZATION'S FINANCE, AUDIT AND COMPLIANCE (FAC) COMMITTEE MEETING THE CONTROLLER/TREASURER WILL REVIEW ANY SIGNIFICANT AND/OR UNUSUAL ITEMS AND WILL FIELD ANY QUESTIONS. THE FAC COMMITTEE WILL THEN VOTE TO RECOMMEND APPROVAL OF THE RETURN TO THE FULL BOARD. THE FULL BOARD THEN VOTES TO APPROVE THE RETURN. Subsequent to electronic distribution to and review by 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.”

“Catholic Health Initiatives ("CHI") has a Conflicts of Interest ("COI") policy (the "Policy") in place to maintain the integrity of all of its activities. The Policy applies to CHI Board of Stewardship Trustees and members of its committees; all CHI Entity board and board committee members; all CHI employees; and all CHI research personnel (both employed and non-employed). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined COI disclosure review process. Each Person must promptly and fully disclose to his/her direct manager, supervisor, medical staff office, board or board committee chair any situation or circumstance that may create a conflict of interest. The Person must disclose the actual or potential conflict as soon as she/he becomes aware of it. In any situation where the Person may be in doubt, a full disclosure should be made to permit an impartial and objective determination. In addition to the general ongoing obligation, there are initial disclosure obligations. At the time of initial appointment, a copy of the Policy shall be distributed to the board or committee member along with a conflict of interest disclosure. The board or committee member will complete and submit the disclosure. The completed disclosure shall be maintained in confidence and access shall be limited to persons who have a reasonable need to know the contents. At the time of hiring, a copy of the Policy shall be distributed to all Employees. In addition, a conflict of interest disclosure will be provided. The Employee must complete and submit a conflict of interest disclosure. The completed disclosure shall be maintained in confidence and access shall be limited to persons who have a reasonable need to know the contents. In addition to the general ongoing and initial disclosure obligations, there is an annual disclosure obligation. On an annual basis, the following Persons must complete a new conflict of interest disclosure: * Board and board committee members; * Employees at the level of vice president and above; * Researchers; * Supply Chain Employees at the level of vice president and above and those employees involved in contracting regardless of employment level; * Other Employees as deemed applicable by CHI Leadership; Disclosures of perceived, potential or actual conflicts involving financial interests are forwarded to the Conflicts of Interest Review Committee ("C-CIRC"), National or Regional Legal Services, National, Entity, or Research Corporate Responsibility Program, or the Executive Committee of the Board or Board Chair, for review depending on the position of the person involved. Among the factors that should be considered in determining whether a conflict exists are the nature and magnitude of the opportunity, transaction or arrangement, the degree to which it is related to CHI's business, whether the Person with the conflict is the ultimate decision-maker or holds significant influence over the ultimate decision-maker (i.e., degree of independence of the decision-making process), the unique nature of the opportunity, transaction or arrangement, the existence of other viable alternatives and the quality of those alternatives, and what is customary and reasonable in the health care or research industry. When a Person has, or is considering initiating, a business interest or relationship outside of CHI but is uncertain whether the interest constitutes a conflict of interest requiring disclosure under this Policy, the Person should consult with local Corporate Responsibility Program (CRP) staff or CHI Legal Services Group (LSG) staff, as appropriate. As appropriate, a COI management plan will be developed. With respect to those audiences for which the C-CIRC has review responsibility, the C-CIRC will facilitate development of any such COI management plan in collaboration with local CRP staff or CHI LSG staff, as appropriate. This plan will include documentation o”

“Market data for the president, as well as other key positions for the entity was gathered from multiple salary survey sources. A review of the data and a recommendation was made by the director, hr business practices to the division vice president of human resources. Final approval of compensation was obtained by the senior vp of the fargo operating division. These determinations are reviewed by human resources and brought to the board of directors, wherein they have an opportunity for questions and/or to express any concerns.”

“THE PRESIDENT OF THE MBO DOES A MARKET STUDY TO DETERMINE IF THE SALARIES OF THE SENIOR MANAGEMENT TEAM ARE COMPARABLE. THIS MARKET STUDY IS SHARED WITH THE PRESIDENT OF THE FARGO DIVISION AND A SALARY RANGE IS SET FOR EACH POSITION. THIS RANGE IS ADJUSTED ANNUALLY BASED ON THE APPROVED PERCENTAGE INCREASE OF THE MEDICAID BUDGET AS SET BY THE STATE OF NORTH DAKOTA DEPARTMENT OF HUMAN SERVICES. THIS PERCENTAGE ADJUSTMENT IS KEEPING THE SENIOR MANAGEMENT'S SALARY RANGE MARKETABLE. IN ADDITION, THE DIVISION OFFICE OF CHI IN FARGO AND THE COMPENSATION COMMITTEE OF THE BOARD ALSO REVIEW AND APPROVE THE SALARY RANGES OF THE SENIOR MANAGEMENT TEAM. THE REVIEW AND APPROVAL OF OTHER OFFICERS' COMPENSATION WAS LAST PERFORMED IN October 2016.”

“The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in Catholic Health Initiatives' consolidated audited financial statements that are available at www.catholichealthinitiatives.org. ADDITIONALLY, THE ORGANIZATION'S GOVERNING DOCUMENTS ARE AVAILABLE ON THE NORTH DAKOTA SECRETARY OF STATE'S WEBSITE.”

“Other Miscellaneous Revenue - Total Revenue: 26647, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 26647;”

“I. INTRODUCTION Prior to July 1, 2017 Villa Nazareth operated two distinct entities, 1) CHI Friendship and 2) CHI Riverview. Effective July 1, 2017, Villa Nazareth transferred the assets and operations of CHI Riverview - a retirement community for adults 55 and older - to another division of its parent company, Catholic Health Initiatives. CHI Friendship is the only remaining dba of Villa Nazareth. CHI Friendship's origin dates back to 1897 to St. John's Orphanage. Over the years the name and the mission of the organization have changed to meet the needs of the community. In 1981, Villa Nazareth (then dba Friendship, Inc.) was created to serve people with developmental disabilities in a non-institutional, community-based program. Today, CHI Friendship is one of the largest non-profit private providers of community services to people with developmental disabilities in North Dakota. Hundreds of people with developmental disabilities are served by CHI Friendship in a variety of vocational and residential programs. During the fiscal year 2018 Villa Nazareth dba CHI Friendship provided benefits to Low Income Individuals and the Broader Community of $95,243 as described below. Approximately 692 people benefited from these programs. The major components of these community benefits are as follows: Benefits for Low Income Individuals: Persons served - 664 Community Benefit - $64,477 Benefits for the Broader Community: Persons Served - 28 Community Benefit - $30,766 Total Benefits: Persons Served - 692 Community Benefit - $95,243 II. BENEFITS FOR LOW INCOME INDIVIDUALS Community Service Targeted for Poor As Representative Payee for approximately 100 individuals supported by CHI Friendship, we set up bank accounts for these individuals and assist with, monitor and reconcile the monthly activity in each account. Fees for these services would ordinarily cost the individuals between $35 and $40 per month per account. For many of the people supported by CHI Friendship, however, incomes are limited to a level that could not support this expense. For this reason, we have decided to cover these charges. In addition, we chose to absorb the cost of transportation charges for approximately 20 people we support who need to travel to maintain their self-employment businesses, for which we could otherwise bill them. The total for these services amounted to $45,943 in fiscal year 2018. Some other situations occurred during the year which resulted in people supported losing a job, encountering significant changes in wages, or developing a need for medical equipment that was not covered by Medicare. As a result, some individuals supported by CHI Friendship could not afford to cover their needs. These are what we consider extreme need situations and certain of these expenses were covered by CHI Friendship. This fiscal year $18,534 was spent to assist 544 people served under our programs. III. BENEFITS FOR THE BROADER COMMUNITY Other Community Benefits In December 2017 the Jeremiah Program opened their doors as a residential and childcare facility providing charity services to unwed mothers of children under five years old, who are getting an education to stop their personal cycle of poverty. This facility was built on land owned by CHI Friendship, under a land lease of $1 per year for a minimum of 49 years. Approximately 28 women were served by the Jeremiah Program in fiscal year 2018, benefitting from foregone rent with a market value of $30,666. Other in-kind donations to various community groups totaled $100 in fiscal year 2018.”

“Effective 7/1/2017, Villa Nazareth transferred the assets and operations of CHI Riverview (a dba of Villa Nazareth) to CHI Living Communities - another organization belonging to Catholic Health Initiatives.”

“Transfer of Riverview net assets - -2155032; Capital resource contributions - -489;”