Chi National Home Care

“Pursuant to section 8.1 of the bylaws of chi national home care, the board of directors may, by resolution adopted by a majority of the directors then in office, establish one or more committees, as needed or required to conduct and transact the business of the corporation. Except as otherwise provided in this code of regulations, the board of directors may set the qualifications for membership on any committee it may establish; provided that each committee shall consist of at least two (2) directors of the corporation. Committees may include persons other than directors, except that a committee that has the authority to act on behalf of the board of directors must include only directors of the corporation. Minutes of all committee meetings shall be recorded and copies of such minutes shall be provided to the board of directors. Actions of committees shall be reported to the full board of directors, but actions of committees which include persons other than directors, shall be subject to ratification by the full board of directors. Pursuant to section 8.4 of the corporation's bylaws, standing committees of the board of directors may include an executive committee and such other standing committees as may be established by the board of directors from time to time. Special or ad hoc committees may be established by the board of directors for such finite tasks as circumstances warrant. A special or ad hoc committee shall limit its activities to the accomplishment of the tasks for which it was appointed and shall have no power to act except as specifically conferred by action of the board of directors. Upon completion of the tasks for which it was created and after making a final report to the board of directors, special and ad hoc committees shall stand discharged.”

“The organization's sole corporate member is chi national services, 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. 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 chi national services. Pursuant to section 5.4 of the organization's bylaws, both chi national services and commonspirit health (chi national services's sole corporate member) have reserved powers as outlined in the commonspirit health governance matrix. Pursuant to the governance matrix the following rights are held by the chi national services board: *approve members of chi national home care board *amendment of the corporate documents of chi national home care *approve removal of a member of the governing body of chi national home care *adoption of long range and strategic plans for chi national home care 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 chi national home care *removal of a member of the governing body of chi national home care *approval of issuance of debt by chi national home care *approval of participation of chi national home care in a joint venture *approval of formation of a new corporation by chi national home care *approval of a merger involving chi national home care *approval of the sale of all or substantially all of the assets of chi national home care *to require the transfer of assets by chi national home care to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. Pursuant to section 5.5.2 of the organization's bylaws, chi national services or commonspirit health 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." (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 form 990 and accompanying schedules were made available to all trustees either electronically or by hard copy, depending upon the trustees preference, before the company finalized and sent the documents to the irs. This draft was also available at the administrative offices of the reporting entity for trustees' review before the final form 990 and accompanying schedules were finalized and sent to the irs. The review was under the direction of the cfo and/or external tax return preparers if requested by the trustees. Subsequent to the return being provided to the board, the tax return preparer 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.”

“The organization's top management official's compensation was paid by CommonSpirit Health, a related organization The CommonSpirit Health Board of Stewardship Trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for approving reasonable compensation packages for each officer and certain key employees (including the President/CEO). The human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be used in determining merit increases and variable compensation criteria for officers and key executives. The human resources and compensation committee also engages outside legal counsel as necessary and qualified independent compensation and benefits specialists (independent experts) to review, analyze and provide benchmarking data for the total compensation and benefits packages of officers and key executives. Appropriate comparable data is obtained from the independent experts, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities). Key deliberations of the committee are documented in meeting minutes which are approved at the next committee meeting and provided to the Board of Stewardship Trustees. The documentation of the deliberations includes (a) the terms of the agreement approved and the date approved; (b) the members of the committee who were present during discussion of the approved agreement and those who voted on it; and (c) the comparability data obtained and relied upon by the committee and how the data was obtained. FORM 990, PART VI, LINE 15B DURING THE TAX YEAR ENDED 6/30/2020, NO OFFICERS, DIRECTORS OR TRUSTEES RECEIVED COMPENSATION FROM THE ORGANIZATION. ANY EXECUTIVE COMPENSATION PAID TO OFFICERS, DIRECTORS OR TRUSTEES BY RELATED ORGANIZATIONS WAS SET BY THE RELATED ORGANIZATION'S COMPENSATION COMMITTEE UTILIZING BOTH AN INDEPENDENT CONSULTANT AND COMPARABILITY STUDIES TO DETERMINE COMPENSATION. THEREFORE, THESE QUESTIONS ARE MORE APPROPRIATELY ANSWERED AS N/A.”

“Chi national home care has not formally adopted a written policy or written procedure regarding joint ventures. However commonspirit health's system-wide joint venture model operating agreement incorporates controls over the venture sufficient to ensure that (1) the exempt organization at all times retains control over the venture sufficient to ensure that the partnership furthers the exempt purpose of the organization; (2) in any partnership in which the exempt organization is a partner, achievement of exempt purposes is prioritized over maximization of profits for the partners; (3) the partnership does not engage in any activities that would jeopardize the exempt organization's exemption; and (4) returns of capital, allocations, and distributions must be made in proportion to the partners' respective ownership interests. Any joint venture agreements that do not conform to the model agreement are generally reviewed by counsel.”

“The organization's articles of incorporation are available on the colorado secretary of state's website. 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 or www.catholichealthinitiatives.org. Financial statements that are available at www.commonspirit.org or www.catholichealthinitiatives.org.”

“IN UNDESERVED AREAS. FORM 990, PART III, LINE 1 AS AN AFFILIATE OF COMMONSPIRIT HEALTH, WE MAKE THE HEALING PRESENCE OF GOD KNOWN IN OUR WORLD BY IMPROVING THE HEALTH OF THE PEOPLE WE SERVE, ESPECIALLY THOSE WHO ARE VULNERABLE, WHILE WE ADVANCE SOCIAL JUSTICE FOR ALL. FORM 990, PART III, LINE 3 Effective June 30, 2020 the Home Medical Equipment service line was sold to Aerocare. CHI NHC no longer has any active HME locations.”

“Chi national home care is part of commonspirit health, an irc sec. 501(c)(3) organization. Commonspirit health ("csh"), a values-based organization, is the ultimate parent to a healthcare system comprised of 142 hospitals; 31 critical access facilities and numerous long-term care, assisted and residential living facilities, community health systems and hospital-based foundations located in 21 states. In that role, csh is charged with development of new ministries that integrate health, education, pastoral and social services; promoting leadership development and formation for the ministry throughout the organization; advocating for systemic changes with specific concern for persons who are poor, alienated and underserved; and stewarding resources by providing coordinated management and strategic planning services along with centralized shared services (e.g. Payroll, human resources, accounts payable and purchasing) for the csh healthcare ministry. The purpose of chi national home care will be to house commonspirit health's tax-exempt home health activities. As csh acquires future-tax exempt national home care business lines, the partnership or membership interests in, or assets of those businesses, would be held by chi national home care. The consolidation of the home care operations will reduce variation in clinical outcomes, lower the cost of administrative and back office services, enhance growth through the standardized marketing program, and enhance overall corporate compliance through standardization and review. Commonspirit health has begun transitioning existing tax-exempt home health operations across the health care system into and under the coordinated management of chi national home care whereby csh has been availed of efficiencies through centralized management and standardization of various practice and support methodologies. In the future, chi national home care will gradually transition more existing home health care operations, as well as any new home health operations to chi national home care, provided the operations are compatible with the mission, structure and clinical targeted goals. This transition will allow commonspirit health to achieve economies of scale in its home care operations and increase the reach of home health operations in areas not currently served.”

“Description of "other changes in Net Assets": Cumulative Effects of Changes: $(15,590)”