Chi National Services

“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 organization. Except as otherwise provided by the organization's bylaws, 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 directors of the organization. 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 organization. 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. Sections concerning regular meetings, special meetings, notice of meetings, waiver of notice, quorum, manner of acting, and action without a meeting of the organization's board shall also apply to all committees established by the board of directors.”

“According to the bylaws of chi national services, the entity's sole member is catholic health initiatives, a colorado nonprofit corporation.”

“The organization's sole corporate member has the power to appoint, remove or replace the members of the board of directors.”

“The organization's sole corporate member is catholic health initiatives ("chi"). Pursuant to the organization's bylaws, 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 chi board directly or through powers delegated to the chi chief executive officer: - substantial change in the mission or philosophy of chi national services - amendment of the corporate documents of chi national services - approve members of chi national services' board - removal of a member of the governing body of chi national services - approval of issuance of debt by chi national services - approval of participation of chi national services in a joint venture - approval of formation of a new corporation by chi national services - approval of the sale of all or substantially all of the assets of chi national services - to require the transfer of assets by chi national services to chi to accomplish chi's goals and objectives, and to satisfy chi debts - adoption of long range and strategic plans for chi national services also pursuant to the organization's bylaws, chi 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.”

“Once the return is prepared by the chi tax department, a copy of the return is provided to each member of the governing body. Subsequent to the return being provided 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 adopted chi's conflict of interest policy. The following chi conflict of interest policy applies to the chi national services' officers and board members: each trustee must promptly and fully report to the board chair situations that may create a conflict of interest when he or she becomes aware of such situations. In any situation when a trustee is in doubt, full disclosure should be made so as to permit an impartial and objective determination. A written record of the disclosure will be made. In addition to the ongoing disclosure obligation, chi's senior vice president, legal services and general counsel shall annually send to all trustees a copy of the coi policy and the conflict of interest disclosure statement. The trustees must promptly complete, sign, and return the statement to chi's senior vice president legal services and general counsel. The completed statements will be reviewed by the general counsel, who will report potential conflicts to the board chair. The board chair or designee shall make such further investigation of any conflict of interest disclosures as he or she may deem appropriate. If the conflict involves the board chair, the vice chair will assume the chair's role outlined in the policy. Based on review and evaluation of the relevant facts and circumstances, the board chair will make an initial determination as to whether a conflict of interest exists and whether, pursuant to this policy, review and approval or other action by the board of stewardship trustees is required. A written record of the board chair's determination, including relevant facts and circumstances, will be made. The board chair shall then make an appropriate report to the executive committee of the board concerning such review, evaluation and determination. If a difference of opinion exists between the board chair and another trustee as to whether board of stewardship trustees review and approval or other action is required within this policy, the matter shall be submitted to the board's executive committee, which shall make a final determination as to the matter presented. Such determination, including relevant facts and circumstances, will be reflected in the committee minutes and will be reported to the board of stewardship trustees. The following conflict of interest policy applies to individuals who serve as officers or key employees: at the time of the employee's annual evaluation, the employee's direct manager or supervisor shall review this policy with the employee. If there are changes to the employee's previously signed conflict of interest disclosure statement, a new disclosure statement shall be completed, signed and maintained in the employee's hr file. If there are no changes to the employee's previously signed conflict of interest disclosure statement, the manager and employee will note that there is no change on the space provided on the employee's evaluation form. Any question about an actual or potential conflict of interest should first be presented by the employee to the employee's direct manager or supervisor for review and determination. If the employee does not identify or recognize the conflict or the need to request a review, the manager, who becomes aware of a situation that involves the employee and presents an actual or potential conflict of interest, should make a determination and advise the employee of the same. If the employee and the manager do not agree about the applicability of this policy, or if the employee seeks an exception or exemption from this policy, the manager shall consult with the manager's vice president (or higher if the manager is a vice president) to reach a determination. If the matter remains unresolved, it shall be referred to the chi vice president of human resources and the chi corporate responsibility officer for determination. If the chi vice president of human resources and the chi corporate responsibility officer are unable to reach agreement, the ma”

“The organization's ceo's compensation is paid by consolidated health services (chs). The chs board of directors reviews and approves the compensation for the ceo of chi national home care. Additionally, chs uses hr advantage to assess executive compensation program and to ensure reasonableness of actual salaries and total compensation packages. The last review of the ceo's compensation was performed in 2014.”

“During the tax year ended 6/30/14, no other 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, this question is more appropriately answered as "n/a" but has been answered "no" in accordance with the form 990 instructions.”

“The organization's articles of incorporation are available on the colorado secretary of state's website. The organization's bylaws and conflict of interest policy are not publicly available. The organization's financial statements are included in catholic health initiatives' consolidated audited financial statements that are available at www.catholichealthinit.org or at www.dacbond.org”

“Chi national services was organized and will be operated to provide oversight and management of catholic health initiatives' tax-exempt national business lines. Catholic health initiatives (chi) is a national nonprofit health organization headquartered in denver. The faith-based system operates in 18 states and comprises 92 hospitals, including four academic health centers, and 24 critical-access facilities; community health-services organizations; accredited nursing colleges; home-health agencies; and other facilities that span the inpatient and outpatient continuum of care. In that role, chi is charged with developing new ministries that integrate health, education, pastoral and social services; promoting leadership development and formation for the ministry throughout the organization; advocating for systematic 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 for the chi healthcare ministry. In keeping with chi's goal of stewarding resources and providing coordinated management, chi national services was formed to serve as a support structure for its national service lines across the country. Chi national services serves as a support structure for health care related activities, permitting maximum operational flexibility with respect to the future and current tax-exempt national business lines served by chi. The first integration under chi national services is chi national home care, a tax-exempt entity whose sole corporate member is chi national services. The purpose of chi national home care is to house chi's tax-exempt home health activities. As chi acquires future tax-exempt home health lines, the membership interests in, or assets of those businesses will 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.”

“Consulting fees - total expense: 81820, program service expense: , management and general expenses: 81820, fundraising expenses: ; personnel services & benefits - total expense: 744011, program service expense: , management and general expenses: 744011, fundraising expenses: ;”