Garrison Memorial Hospital

“Pursuant to Section 8.6 of the Bylaws of Garrison Memorial Hospital, the Executive Committee is composed of only directors of the Corporation and shall be composed of the Chairperson of the Board, the Vice Chairperson of the Board, and the President, each of whom shall serve as an ex officio voting member of the Executive Committee. Each individual appointed to the Executive Committee shall serve for a term of one (1) year or until his or her successor is duly appointed by the Board of Directors. 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.”

“JOHN GIESE AND GARY MILLER - Business relationship”

“The bylaws has been amended to incorporate the following significant changes: The number of directors has changed from 11 to a minimum of 9 and a maximum of 21. The president is now appointed by the corporate member. Previously the Prioress of the Benedictine Sisters of the Annunciation, BMV was the President of the board. Historically the Secretary and Treasurer had to be a member of the board of directors. Now they can be members of the board but are not required to be. An executive committee has been established. The Executive Committee 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 Garrison Memorial Hospital, the entity's sole member is St. Alexius Medical Center, d/b/a CHI Health St. Alexius Health, a North Dakota 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 St. Alexius Medical Center. Pursuant to Section 5.4 of the organization's bylaws, both St. Alexius Medical Center and Catholic Health Initiatives have reserved powers as outlined in the CHI governance matrix. Pursuant to the governance matrix the following rights are held by the corporate member: * Approve members of the organization's board * Amendment of the corporate documents of the organization * Approve removal of a member of the governing body of the organization * Adoption of long range and strategic plans for the organization 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 the organization * Removal of a member of the governing body of the organization * Approval of issuance of debt by organization * Approval of participation of organization in a joint venture * Approval of formation of a new corporation by organization * Approval of a merger involving the organization * Approval of the sale of all or substantially all of the assets of the organization * To require the transfer of assets by the organization to CHI to accomplish CHI's goals and objectives, and to satisfy CHI debts. Pursuant to Section 5.5 of the organization's bylaws, St. Alexius Medical Center or CHI may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the Board and its President and the Chief Executive Officer of the organization, recommend such other or different actions as it deems appropriate.”

“A draft of the IRS 990 will be reviewed by the Administrator of Garrison Memorial Hospital and the CEO of St. Alexius Medical Center. It will then be presented to the full Board of Directors for their review and approval. Subsequent to presentation 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.”

“Catholic Health Initiatives ("CHI") has a Conflicts of Interest ("COI") 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 board and board committee members of CHI Entities; all CHI employees; all CHI physicians (both employed and non-employed) and all physician administrators and leaders; advanced practice clinicians (both employed and non-employed); 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 process. Each person has a general ongoing obligation to promptly and fully report 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 report 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. The board, board committee members, and new employees are required to make disclosures at the time of their initial hiring/appointment. All non-employed, credentialed or contracted physicians are required to make disclosures at the time of their credentialing and during any subsequent reappointment or recredentialing. All researchers are required to make disclosures upon consideration of affiliation with a research sponsor. In addition to the general ongoing and initial disclosure obligations, there is an annual disclosure obligation. All corporate officers, board and board committee members, employees at the level of manager and above, researchers, supply chain employees, employed physicians, physician administrators and leaders, and employed advanced practice clinicians must complete a new conflict of interest disclosure annually. Disclosures of perceived, potential or actual conflicts involving financial interests are forwarded to the Conflicts of Interest Review Committee ("C-CIRC") or Legal Services Group for review depending on the position of the person involved. The C-CIRC reviews COI questionnaires containing disclosures of perceived or possible conflicts for employees at a level of manager or above, supply chain employees, researchers and physicians, physician administrators and leaders, and advanced practice clinicians (both employed and non-employed). In the determination of a conflict, a COI management plan will be developed for that person. With respect to those audiences for which the C-CIRC has review responsibility, the C-CIRC will facilitate development of any such conflict of interest management plan in collaboration with local CRP staff. A designated CHI Entity staff will be responsible for monitoring the COI management plan and for documenting monitoring activities. At its sole discretion, a CHI 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 COI. If the C-CIRC determines that there is a potential or actual conflict of interest that does not currently have appropriate controls to address the conflict of interest, it may recommend that the disclosing person be allowed to participate in the activity or transaction subject to restrictions as outlined in the COI management plan. If a Person does not agree with a determination made by the C-CIRC, its interpretation of the Policy or Addenda, or seeks an exemption or exception, the following steps should be followed. The Employee disputing the review decision, interpretation of the Policy, or seeking exemption or exception must present the matter to the Employee's immediate direct manager or supervisor for review and determination. If the Employee and”

“The compensation of the Administrator is determined based on review by the St. Alexius CEO using compensation survey data and reviewed with the Board of Directors as necessary. The deliberation and decision are documented in the board minutes and the process is completed annually.”

“The compensation of the CFO is determined based on review by the St. Alexius CEO using compensation survey data and reviewed with the Board of Directors as necessary. The deliberation and decision are documented in the board minutes and the process is completed annually.”

“The organization's governing documents, conflict of interest policy, and financial statements are available upon request.”

“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.”

“Gain on affiliation - 813395;”