The Evangelical Lutheran Good Samaritan Society

“The governing body delegated broad authority to the executive committee of the board to act on its behalf on matters that need attention when the board is not in session. All actions of the executive committee are ratified at the next scheduled board meeting. The executive committee is comprised of the following board members: chairperson, first vice chairperson, three other members of the executive committee and the president.”

“In april 2016, the bylaws were amended to modify board eligibility. The revised section reads: article iii board and staff eligibility a. The six (6) administrator/executive director/executive manager board members shall be active members of a christian church. Eight (8) of the nine (9) nonemployee board members shall be active members of a lutheran church, and one (1) of the nine (9)nonemployee board members shall be an active member of either a lutheran church or a christian church.”

“The following are eligible voting members of the society by virtue of their relationship with the society: 1. All members of the board of directors of the society who are members of a christian church. 2. All society corporate officers and assistant officers who are members of a christian church. 3. All regional vice presidents who are members of a christian church. 4. All administrator/executive director/executive manager employees of the society who are members of a christian church. 5. All members of executive leadership who are members of a christian church. 6. All members who are members of a christian church who were members on january 1, 2002, the day of the adoption of this amended bylaw. However, voting membership for all such members under this article ii. A. 6. Shall cease, after reasonable notice, when such member fails to vote at the annual meting of the society for two consecutive years. 7. All members of the board of directors of the evangelical lutheran good samaritan foundation who are members of a christian church.”

“Voting members elect the board of directors.”

“The members must approve any amendments to the articles of incorporation.”

“The form 990 was reviewed and approved by the board prior to its filing. The organization's officers and management were an integral part of the preparation of the form 990. Therefore, they had an on-going review of the information as it was prepared for the return.”

“Officers and directors are required to annually disclose interests that could give rise to conflicts. All potential director conflicts are investigated by the society's chief legal officer. The chief legal officer reports his findings to the board chair. The board ultimately determines whether or not an actual conflict of interest exists and the remedial steps necessary based upon such legal opinion. The society has a conflict of interest policy that covers substantially all employees. All employees are required to report any potential conflicts to the appropriate individual as indicated in the policy. All potential conflicts are investigated to determine if a conflict exists. If approval is given to proceed with the action, a copy of the approval is documented in the employee's personnel file.”

“The society's ceo's total compensation plan is determined by the executive evaluation and compensation committee (eecc) of the board of directors. As part of their responsibilities, the executive evaluation and compensation committee shall review and determine the annual base salary level, employee agreements if and when appropriate, fringe benefits, any compensation incentives and supplemental benefits (the "compensation") for the president/ceo. The committee will use best efforts to review and determine the compensation in accordance with the irs rebuttable presumption procedure under irc 4958. The committee intends to comply with this procedure by meeting the three general requirements listed below: (1) the compensation shall be approved in advance by the committee with no committee members having a conflict of interest as stated under irc 4958. (2) the determination shall be based upon comparable data of similarly situated positions with data preferably provided by an outside compensation consultant. (3) the review and determination shall be adequately and timely documented. The documentation shall be in similar form and substance. The eecc also engages an external consultant, aon-hewitt to help determine the compensation package for the ceo. The external consultant is engaged as needed but at least every five years. See schedule j, part 1, line 3 for additional details related to the president/ceo position. The society's employee compensation plan is reviewed by the executive leadership team. During the review, the compensation is evaluated, updated, and reset to be 100% competitive at the 50th percentile of the national labor market utilizing a nationally recognized database. The compensation plan includes all national campus positions within the society, including executive management, key employees and officers. This employee compensation plan was reviewed and updated by aon-hewitt as the outside consultant. Aon-hewitt provided a written review based upon current market conditions which is on file. Compensation was reviewed in 2011 and implemented in 2012 for other officers and key employees. In 2016, a new evaluation was conducted that will be implemented in 2017.”

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

“Each and every day the society's top local leader position at its 200+ decentralized locations carryout the society's mission by assuring care and services are provided to those most in need. In order for the society's board to stay connected with its mission and to assure all strategies have local leadership input, the society's bylaws require 6 board members to be selected from the local leadership. Independent board members periodically review the bylaws for the makeup of the board members and continue to determine that it is extremely valuable to include local leadership board representation to provide the input for setting strategies for the society. The seventh non-independent board member is the ceo of the society.”

“In 2016, the evangelical lutheran good samaritan society (the society) celebrated its 94th year of existence since its founding in a small north dakota community. As the society rapidly approaches a century of service, mission and ministry, its strategic and operational work is focused on the good samaritan society way: - guided by our obligation (mission) to share god's love, the society is challenged to do nothing less than to be outstanding in both operations and strategy. - to share god's love, the society seeks out and finds opportunities (our strategic direction) to help improve well-being and let people lead the lives they want to live in the places where they want to be. - and the society is successful when it achieves its outcome (vision) of creating environments where people feel loved, valued and at peace. Every one of our 21,000 staff members has trained in the good samaritan society way. The challenge of meeting people's needs where they are compels and propels the society to meet the challenges of the future. Although the society's constancy and consistency of mission has stayed true, the environment surrounding the organization has changed greatly over these past 94 years. We stand at a critical juncture in our nation's history, as conditions of our economy, demographics, society and culture have seen revolutionary change. The society recognizes these changing needs and demands and stands ready to serve people's needs for the next 100 years.”

“Increase in net assets of foundation 2,578,289. Decrease in beneficial interest in perpetual trust -34,000.”