Villa Nazareth Inc

“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 commonspirit health, 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 commonspirit health. 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 commonspirit health board directly or through powers delegated to the commonspirit health 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 commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. - adoption of long range and strategic plans for villa nazareth, inc. Pursuant to the organization's bylaws, commonspirit health 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 audit and compliance committee (acc) meeting the controller/treasurer will review any significant and/or unusual items and will field any questions. The acc 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.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to maintain the integrity of its activities. The policy applies to the following persons ("covered persons"): members of the commonspirit health ("commonspirit") board of stewardship trustees and its committees; commonspirit health corporate officers; members of the dignity health board of stewardship trustees and its committees. In addition, the policy applies to organizations that were affiliates and subsidiaries of commonspirit health prior to its affiliation with dignity health ("chi entities"). Covered persons of chi entities include: members of any chi entity direct affiliate or subsidiary board and their committees; employees of chi entities; and chi entity researchers (as defined by the policy). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined coi disclosure review process. All covered persons are required to disclose actual or potential conflicts and must disclose that conflict to his/her direct manager (or other person as is appropriate per policy). Such disclosure is required on a transactional basis at the time such conflicts arise, when an individual becomes a covered person (e.g. Upon hiring or board appointment), and annually thereafter. Disclosures of perceived, potential or actual conflicts are initially reviewed by national or regional legal or corporate responsibility team members to determine whether an actual or potential conflict may exist. If it is determined that a potential or actual conflict exists, issues are elevated to the board executive committee or board chair (for board or officer conflicts), or the conflicts of interest review committee (for any other conflict). The procedures for addressing a conflict related to a proposed transaction in the case of governing bodies or a corporate officer include, but are not limited to 1) disclosure to the board, 2) the trustee or corporate officer being excused from the meeting during discussion and vote on the conflict of interest (although he or she may respond to pertinent questions if the knowledge is relevant), and 3) board approval of the transaction by a majority of disinterested members. In addition, boards carefully review and scrutinize any non-transactional conflicts of interest. In such circumstances, by a majority vote of the disinterested trustees, the board takes whatever action is deemed appropriate. For conflicts not involving a board member or officer, the conflicts of interest review committee ("c-circ") will facilitate a coi management plan to mitigate the conflict if adequate controls aren't already in place. Notwithstanding the foregoing, at its sole discretion, an entity may reject a person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential conflict of interest.”

“Line 15a 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. Line 15b the compensation of other senior management positions is reviewed by the compensation team of chi as requested by the mbo president, and recommendations are made as to increases to those ranges based on their review of market data. The president of the mbo reviews the recommendations of the compensation team and based on that information, coupled with her knowledge of the developmental disabilities industry specific to north dakota, approves a range and specific competitive salary for those senior management positions. This range is adjusted annually based on the approved percentage increase of the medicaid billing rates established by the state of north dakota department of human services for developmental disabilities services.”

“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 commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org. Additionally, the organization's governing documents are available on the north dakota secretary of state's website.”

“I. Introduction villa nazareth, inc. Has an origin dating back to 1897 as 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 amended its purpose to serve people with developmental disabilities in a non-institutional, community-based program. Today, the organization operates as chi friendship and is one of the largest non-profit 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 fiscal year 2020 villa nazareth dba chi friendship provided benefits to low income individuals and the broader community of $118,058 as described below. Approximately 992 people benefited from these programs. The major components of these community benefits are as follows: benefits for low income individuals: persons served - 937 community benefit - $86,542 benefits for the broader community: persons served - 55 community benefit - $31,516 total benefits: persons served - 992 community benefit - $118,058 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 cannot support this expense. For this reason, we have decided not to charge the individuals for this service. The total unbilled revenue for these services totaled $48,216 in fiscal year 2020. Chi friendship typically charges individuals in our residential habilitation program a monthly transportation charge to cover rides to various activities of daily living, including medical appointments, grocery store trips and other travel in the communities in which they live. Due to covid, when people we support were quarantining at home and losing sources of income, chi friendship chose not to bill transportation charges for several months. Approximately 55 people benefitted from this decision and saved approximately $8,673 in fiscal year 2020. In a typical year, situations occasionally occur which result in people supported losing a job, encountering significant changes in wages, or developing a need for medical equipment that is not covered by medicare. During fy2020, covid exacerbated these situations, and outright caused many of them. 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 their expenses were covered by chi friendship. This fiscal year $29,653 was spent to assist 781 people served under our programs. Iii. Benefits for the broader community other community benefits chi friendship leases land to the jeremiah program, a residential and childcare facility providing charity services to unwed mothers of children under five years old, who are pursuing 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 35 women and children were served by the jeremiah program in fiscal year 2020, benefitting from foregone rent with a market value of $30,666. Other in-kind donations to various community groups totaled $850 in fiscal year 2020.”

“Capital resource pool contribution -360,024. Cumulative effect changes 184.”