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 commonspirit health, 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.”

“The organization's corporate member is commonspirit health. Pursuant to section 5.4 of 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 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 services amendment of the corporate documents of the chi national services approve members of the 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 a merger involving 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 commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. Adoption of long range and strategic plans for chi national services pursuant to section 5.5.2 of the organization's bylaws, commonspirit health 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. (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, a copy of the return is provided to the chs chief financial officer for review and signature. Subsequent to the return being signed, 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 cfo.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to maintain the integrity of its activities. Through february 7, 2019, conflicts were administered solely through catholic health initiatives' ("chi") governance policy no. 1 (described below). On february 8, 2019, in connection with the alignment of the catholic health ministries of chi and dignity health, the commonspirit health board of stewardship trustees approved commonspirit health corporate responsibility policy no. G-001, a commonspirit health conflicts of interest policy. This policy stipulates that, at minimum, the pre-closing chi coi policies and pre-closing dignity health coi policies identify the individuals that are covered under the new policy. In addition, subject to certain exceptions, pre-closing chi coi policies shall continue to apply to the chi entities and the individuals who were subject to the pre-closing chi coi policies; and the pre-closing dignity health coi policies shall continue to apply to the dignity health entities and the individuals who were subject to the pre-closing dignity health coi policies. Until commonspirit health adopts a single process for identifying and managing conflicts of interest for all system entities, the following individuals shall be subject to the pre-closing chi coi policies from and after the effective date of corporate responsibility policy no. G-001: 1. Members of the commonspirit health board of stewardship trustees and members of the committees of the board of stewardship trustees; 2. Corporate officers of commonspirit health; 3. Members of the board of directors of dignity health and members of the committees of the board of directors of dignity health. Chi governance policy no. 1: the policy applies to the following persons: members of the chi board of stewardship trustees and its committees; members of any chi direct affiliate or subsidiary (each a chi entity) board and their committees; employees of chi entities, and all chi researchers (as defined in the policy). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined coi disclosure review process. A. Disclosure obligations: 1. Ongoing: each person is required to promptly and fully disclose 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 disclose the actual or potential conflict as soon as she/he becomes aware of it. In any situation in which the person is in doubt it is expected that full disclosure be made to permit an impartial and objective determination as to the existence of a conflict. 2. Periodic written: in addition to the ongoing disclosure obligation, periodic written conflict of interest disclosure forms must be completed as follows: a) initially: 1) upon hiring (employees), 2) appointment (board / committee members), 3) upon consideration of affiliation with research sponsor (researchers). B) annually: 1) board / committee members, 2) employees at the level vice president or above, 3) researchers, 4) supply chain employees at the level of vice president and above and those employees involved in contracting regardless of employment level, 5) other employees as determined by commonspirit health leadership. 3. Failure to disclose - an individual who fails to disclose a perceived, potential, or actual conflict of interest, or all material facts surrounding an actual or potential conflict or fails to abide by the final decision regarding the conflict may be subject to disciplinary or corrective actions such as termination of employment, removal from a board or committee, loss or restriction of clinical privileges, or restrictions on research activities in accordance with applicable laws, regulations, rules, contracts, and bylaws. B. Conflicts review: 1. No disclosed conflicts: in the absence of perceived, potential or actua”

“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 commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org or www.catholichealthinitiatives.org.”

“2. Matters elevated to the executive committee or board chair: a) determination of existence of conflict - the board chair or his or her designee performs any 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 assumes the chair's role outlined in the coi policy. Based on review and evaluation of the relevant facts and circumstances, the board chair makes an initial determination as to whether a conflict of interest exists and whether, pursuant to the coi policy, review and approval or other action by the board is required. A written record of the board chair's determination, including relevant facts and circumstances, is made. The board chair then makes an appropriate report to the executive committee of the board concerning the coi review, evaluation and determination. If a difference of opinion exists between the board chair and another trustee as to whether the facts and circumstances of a given situation constitute a conflict of interest or whether board review and approval or other action is required under the coi policy, the matter is submitted to the board's executive committee, which makes a final determination as to the matter presented. That determination, including relevant facts and circumstances, is reflected in the executive committee minutes and is reported to the board. B) board evaluation of transactions involving an officer / board member conflict of interest - i. The board carefully scrutinizes and must in good faith approve or disapprove any transaction in which chi or a chi entity is a party and in which the trustee or a corporate officer either: 1. Has a material financial interest; or 2. Is a trustee or corporate officer of the other party (other than a chi affiliated organization). Ii. The board must approve the transaction by a majority of the trustees on the board (not counting any interested trustee). In reviewing such transactions between chi or chi entities and vendors or other contractors who are, or are affiliated with, trustees or corporate officers, the board acts no more or less favorably than it would in reviewing transactions with unrelated third parties. The transaction is not approved unless the board determines that the transaction is fair to chi or the chi entity. Iii. A conflicted trustee or corporate officer is not permitted to use his or her personal influence with respect to the approval or disapproval of the conflicted transaction. However, if requested, such trustee or corporate officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from trustees, as his or her knowledge may be relevant. The trustee or corporate officer is excused from the meeting during discussion and vote on the conflict of interest. C) board evaluation of non-transactional conflicts - i. The board carefully reviews and scrutinizes any non-transactional conflict of interest (e.g., disclosure of nonpublic information, competition with chi or a chi entity, failure to disclose a corporate opportunity, excessive gifts or entertainment, etc.). Ii. In such circumstances, by a majority vote of the disinterested trustees, the board takes whatever action is deemed appropriate with respect to the trustee or corporate officer under the circumstances (including possible disciplinary or corrective action) to best protect the interests of chi or the chi entity. The board is encouraged to consult with the general counsel of chi or his or her designee when considering disciplinary or corrective action. Iii. The conflicted trustee or corporate officer is not permitted to use his or her personal influence with respect to the conflict matter. However, if requested, such trustee or corporate officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from trustees, as his or her knowledge may be relevant. The”

“The organization's top management officials are paid by consolidated health services (chs). The chi director of executive compensation worked with external consultants to determine market price ranges and pay for the top management officials. The last review of the compensations were performed in 2017.”

“During the tax year ended 6/30/2019, 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 services serves as a support structure for its national service lines across the country; this permits maximum operational flexibility for health care related business lines served by commonspirit health.”

“Chi national services was organized and will be operated to provide oversight and management of commonspirit health's tax-exempt national business lines. Commonspirit health (csh) is a national nonprofit health organization headquartered in chicago. The faith-based system operates in 21 states with over 700 care centers, including four academic health centers, and 31 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, csh 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 csh healthcare ministry. In keeping with csh'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 csh. 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 csh's tax-exempt home health activities. As csh 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.”