Catalpa Health Inc

“The board is comprised of six class a directors and three class b directors. Class b directors may not be an employee of a member and may not otherwise be under the control of a member. A simple majority of all directors shall constitute a quorum for the transaction of business at any meeting of the board, provided, that at least one class a director appointed by each member is in attendance.”

“Heather hoeffler, tricia schutz, and sara clark have a business relationship. Gail ostrander, amy herbst, and aly capp have a business relationship. Wendy barton, julie meyer, and quentin mayer have a business relationship.”

“The corporation has two classes of members with membership interest in the corporation. Each class has the designations, qualifications, requirements, voting rights and other rights of membership as set forth in the corporation's articles of incorporation and its bylaws. Affinity health system is the sole member in the majority membership class and holds a 70% membership interest. Children's hospital of wisconsin, inc. And thedacare, inc. Combine to make up the minority membership class and each holds a 15% membership interest. Each member shall contribute funds in proportion to their membership interest to the extent the corporation should have an operating loss in any given year. The maximum contribution members are obligated to collectively contribute is mutally agreed upon by the members. See form 990, part vi, line 7a and 7b for members' rights to elect board members and matters requiring members' approval.”

“Each member shall have a continuing right to appoint two class a directors. Each member may nominate a class b director subject to approval by the board.”

“The following actions shall require unanimous approval of the members: 1) merger, consolidation or dissolution of the corporation, 2) participation in any joint venture or affiliation by the corporation, 3) amendment, restatement, alteration or repeal of the articles of incorporation, 4) amendment, restatement, alteration or repeal of the bylaws, 5) a sale, lease, exchange, or other disposition of all, or substantially all, the property or assets of the corporation, 6) the call for contributions from members to the corporation or assessments against the members, other than annual contributions described in form 990, part vi, line 6 explanation, 7) the incurring by the corporation of indebtedness for borrowed funds and the amount of any such indebtedness, 8) any distribution of assets of the corporation to one or more members, 9) execution, amendment, or termination of any agreement between the corporation and any member, except any agreement for accounting services as described in #3 below , 10) an increase or decrease in the number of directors on the board, 11) the addition of new members. Additionally, the following matters require approval by the majority member: 1) the establishment, formation, acquisition, merger, consolidation or dissolution of any subsidiary of the corporation; 2) the selection, appointment and removal of persons to serve as the corporation's president, and approval of the president's evaluation; 3) the selection, appointment and removal of the corporation's auditors, except to the extent that the corporation is considering appointing or has appointed the majority member and/or one of the majority member's parents, subsidiaries, affiliates, or related companies to provide accounting services, in which case, the approval of the minority members shall be required to select and appoint such entity as auditor, and the minority members shall have the authority to, without majority member approval: (i) remove such entity as auditor; (ii) inspect the books and records of the corporation upon request; (iii) approve the corporation's audit report; and/or (iv) require any board member deemed by the minority members to be associated with the majority member to recuse herself or himself during discussions related to accounting services; 4) the adoption of the operating and capital budgets and strategic plans for the corporation; 5) capital expenditures in excess of fifty thousand dollars not accounted for in the capital and operating budgets of the corporation; 6) the sale, lease, transfer or other disposition or encumberance of any asset with a fair market value that exceeds fifty thousand dollars that is not provided for in the capital or operating budgets of the corporation; 7) the addition of any new program or service if the new program or service may conflict with the directives; 8) the majority member may require the corporation to discontinue any program or service that violates the directives.”

“The organization does not have a committee with authority to act on behalf of the governing body.”

“A copy of the form 990 is first provided to the cfo and ceo for review and then is provided to the board for approval prior to filing.”

“Employed officers are required to fill out a conflict of interest form that is reviewed by management. Board members are required to disclose the existence of possible conflicts of interest. Any possible conflicts are discussed at the board level. Board members with possible conflicts of interest do not participate in discussion nor vote on transactions that involve possible conflicts of interest.”

“L15a.) the compensation committee reviewed the ceo's performance and salary comparability data. The committee's conclusions were then reviewed with the board. The board agreed on a salary adjustment based on that dialogue, which was contemporaneously substantiated. L15b.) insperity compensation services were used to determine appropriate pay grades within the surrounding competitive market. The process described here was last completed in 2024.”

“The organization makes copies of its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“The organization had a co-employment agreement with insperity peo services, l.p. The organization's employees totalling 141 for 2024 were reported as employees of insperity peo services, l.p. The compensation paid to insperity peo services, l.p. For these employees is included in the form 990, part vii, section b.”