East Texas Clinical Services Inc

“According to the bylaws of east texas clinical services, the entity's sole member is st. Luke's health system corporation, a texas nonprofit corporation.”

“According to the organization's bylaws, all directors shall be elected by the sole member, st. Luke's health system 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.”

“According to section 2.5 of the by-laws, the powers to take the following actions or make the following determinations are specifically reserved by the members and may not be made by the corporation's board of directors: a) adoption and approval of any alteration, amendment, or repeal of the certificate of formation; b) adoption of and approval of any alteration, amendment, or repeal of these bylaws, subject to the majority approval of the board of directors; c) creating or investing in any subsidiary entity; d) establishing annual operating and capital budgets of the corporation; e) approval of any expenditure, or agreement leading to an expenditure, not included within an annual operating or capital budget; f) approval of any expenditure, or agreement leading to an expenditure, not included within an annual operating or capital budget; g) purchase or acquisition of any real, personal, or mixed property not included within an amount designated in any operating or capital budget; h) any sale, gift, lease, mortgage or other transfer or encumbrance of any real, personal or mixed property of the corporation; i) the merger, acquisition. Consolidation, liquidation or dissolution of the corporation or any amendment, change, modification or supplement to, or waiver of, any merger, acquisition, consolidation, liquidation, or dissolution; j) borrowing or lending of money or the creation of indebtedness through the guaranty of another's debt or similar action; k) commencement, disposition, termination or settlement of claims or litigation, or of any claim or threat of litigation, not fully reimbursed by third-party insurance; l) each member may appoint or elect up to three directors or, in the event the size of the board shall be increased as contemplated in section 3.2 hereof, such number of directors as shall be required to fill the board apportioned among the members as they shall determine at the time of such increase; in accordance with section 3.2 below, subject to the majority approval of the board of directors; m) each member may only remove the director(s) appointed by that member; n) appointment and removal of the officers of the corporation~ other than the appointment of initial officers, and any changes in their duties or responsibilities; o) creation, ownership, or acquisition of, or affiliation with, any other organization; p) adoption or implementation of any strategic, business, or mission plan of the corporation; q) the setting of or a change in the corporation's fiscal year; r) the control and disposition of assets of the corporation; and s) addition of new members to 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 return was made available to the officers and directors before filing. 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 a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“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.”

“Written document retention and destruction policy: st luke's health system corporation and related entities have a written general policy related to document retention and destruction. Documents and records are retained for various federal, state or other jurisdiction statutes for medical or financial review on a department-by-department basis.”

“Process for determining compensation - top management official: the organization's top management official's compensation was paid by commonspirit health, a related organization. The 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 an independent consultant 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.”

“During the tax year ended 6/30/2022, 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.”