St Andrew'S Hospital Foundation

“The sole member of the Foundation is Sisters of Mary of the Presentation Health System dba SMP Health.”

“The member is entitled to vote in the election of Directors and to cast one vote for each Director to be elected. The member is also entitled to one vote on every other matter to be voted on by the member. Votes cast on behalf of the member are cast by the Chief Executive Officer of Sisters of Mary of the Presentation Health System. The member has the exclusive right to elect or remove Directors.”

“The authority to act on the following matters are exclusively vested in the member of the organization: 1. any change in the philosophy, objectives and purposes of the organization; 2. amendment of the articles of incorporation and bylaws; 3. the election or removal of the Directors; 4. merger or consolidation with any other organization; 5. dissolution of the organization or the sale, lease or exchange of all or substantially all of its property or assets; 6. the sale, lease, transfer or encumbrance of any land, buildings or other assets owned by the organization or in which the organization has or will have equitable or legal title; 7. approval of the annual operating and capital budgets; 8. appointment of the Chief Executive Officer and Chief Financial Officer.”

“The Foundation does not have committees with authority to act on behalf of the governing body.”

“The Form 990 is provided to the governing body before it is filed. The President & CEO and CFO review the Form 990.”

“Each Director must submit in writing to the Chairperson of the Board and the Chief Executive Officer a list of all business or other organizations of which the individual is an officer, director, trustee, member, owner (either as a sole proprietor or partner), shareholder with a 5% or greater interest in all outstanding voting shares, employee or agent, with which the organization has, or might reasonably in the future enter into, a relationship or a transaction in which the Director would have conflicting interests. Each written statement is resubmitted with any necessary changes each year. The Chairperson of the Board reviews the statements of the Directors and the Vice Chairperson of the Board reviews the statement filed by the Chairperson. When a conflict arises the affected Director makes known the potential conflict, whether disclosed by written statement or not, and after answering any questions, will withdraw from the meeting for as long as the matter continues under discussion. Should the matter be brought to a vote, the affected Director will not vote on it. In the event the Director does not withdraw voluntarily, the Chairperson of the Board has authority to require the Director to remove himself from the room during both the discussion and vote on the matter. In the event the conflict of interest affects the Chairperson, the Vice Chairperson has authority to require the Chairperson remove himself in the same matter. If the matter is the item of business for which a special meeting of the Board was called, the affected Director will not be counted to establish a quorum, and he will not participate in the deliberations or vote on it.”

“The President & CEO and CFO are compensated by Sisters of Mary of the Presentation Health System, a related organization. The compensation process is determined by Sisters of Mary of the Presentation Health System. The Sisters of Mary of the Presentation Health Corporation Board of Trustees directly engages a nationally recognized independent compensation consulting firm to review the total compensation arrangements of the officers and key employees. The Sisters of Mary of the Presentation Health System Board of Trustees approves all compensation based on comparable data and documents their decision in the meeting minutes.”

“The Organization's governing documents, conflict of interest policy, and financial statements are not available to the public. Financial information is available through the public disclosure copy of the 990.”

“The salary and payroll taxes are paid by St. Andrew's Hospital, therefore the Foundation does not submit From W-2s.”

“The governing board of Sisters of Mary of the Presentation Health System assumes responsibility for oversight of the compilation for St. Andrew's Hospital Foundation. Sisters of Mary of the Presentation Health System is a related, parent organization.”