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 board meeting the controller/treasurer will review any significant and/or unusual items and will field any questions. The full board then votes to approve the return. Subsequent to electronic distribution 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”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. The policy was last updated during the tax year ended 6/30/2021. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“Line 15a market data for the president, as well as other key positions for the entity was gathered by a third party vendor, arthur j. Gallagher. 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 and approval of recommended increases. Line 15b the compensation of other senior management positions is reviewed by the compensation team of csh as requested by the president and recommendations are made to increase those ranges and salaries based on the review of market data. The president and human resources review the recommendations of the compensation team and based on that information, coupled with knowledge of the developmental disabilities industry specific to north dakota, approves a range and specific competitive salary for those senior management positions.”

“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 2021 villa nazareth dba chi friendship provided benefits to low income individuals and the broader community of $72,765 as described below. Approximately 626 people benefited from these programs. The major components of these community benefits are as follows: benefits for low income individuals: persons served - 626 community benefit - $72,745 benefits for the broader community: persons served - 0 community benefit - $20 total benefits: persons served - 626 community benefit - $72,765 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 $51,542 in fiscal year 2021. 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. 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 $21,203 was spent to assist 522 people served under our programs. Iii. Benefits for the broader community other community benefits in-kind donations to various community groups totaled $20 in fiscal year 2021.”