Visiting Nurse Association of Saginaw

“Covenant healthcare system is the sole corporate member of visiting nurse association of saginaw.”

“The sole corporate member may elect one or more persons of the governing body.”

“The following actions may be taken by this corporation and its board of directors only upon prior written approval of the corporate member: a. Adoption, amendment or other modification of the bylaws or articles of incorporation of this corporation. B. Any merger, consolidation, reorganization, or other change in the corporate structure of this corporation or the creation of any corporate subsidiary thereof. C. The participation of the corporation in any partnership, limited partnership, corporation, association or other form of joint venture or shared service with any other party or organization. D. Creation, incurrence or assumption of indebtedness, commitments, or any contractual obligations with respect to borrowed money, guarantees, endorsements, leases or other type of direct contingent liabilities, in excess of $50,000 for any one item. E. Creation, incurrence, or assumption of any mortgage, pledge, security, encumbrance, or other lien of any kind in any property of assets of this corporation. F. Acquisition, by purchase, lease, or any other method, of any real estate, capital improvements, or equipment in excess of a value of $50,000 for any one such item. G. Any contributions of endowment principal. H. Any contributions of earned income, exclusive of contributions, in excess of five (5%) percent of such income in any fiscal year, to any organization or for any purpose other than covenant healthcare system or the corporate member. I. Any change in services or programs of the corporation, including the termination of existing services, the addition of new services, or any major expansion or contraction of existing services or programs. J. Adoption, or formal amendment or modification of the annual operating and capital budgets of the corporation. K. Adoption, amendment, or modification of the mission and goals of the corporation, and its long range or short range strategic plans.”

“Management presents and reviews the 990 with the board for its approval prior to filing. The board is provided final copies for review via the internet. Once approved by the board, the final 990 is ultimately filed with the irs.”

“The organization regularly and consistently monitors and enforces compliance with its conflict of interest disclosure statement to its officers, directors, trustees, and key employees. Each person covered by the policy is required to submit and affirm in writing to the chairman of the board an annual conflict of interest disclosure statement listing all financial interests, family and business relationships, and potential conflicts of interest and provide updates to this as necessary. In addition, such persons have an obligation to disclose the existence of any financial interest and all material facts to the board and members of the committees with board delegated powers. Potential conflicts that are identified are brought to the attention of the chairman and vice chairman of the board. The chairman of the board is required to be aware of such potential conflicts so as to be able to determine the proper course of action should a matter involving such situation arise that would require action. After disclosure of a potential conflict to the board or committee, such person is excused and all other remaining board or committee members make a determination of whether a conflict exists. Any person with a potential conflict can make a presentation to the board or committee on the proposed transaction, but must recuse himself from deliberation and voting on the proposed transaction or arrangement. The board or committee shall explore whether a more advantageous transaction or agreement with reasonable efforts can be entered into with a person or entity that does not have a conlifct of interest. If no reasonable alternative exists, the board or committee shall decide whether such transaction is in the best interests of the organization and is fair and reasonable before making its decision on whether or not to enter into the transaction. If the board has reasonable cause to believe that an officer, director, key employee, or trustee failed to disclose actual or possible conflicts of interests, it shall inform the officer, director, trustee or key employee of the basis for such belief and afford said person an opportunity to explain the alleged failure to disclose. Corrective action will be taken if it is determined that a conlfict that was not disclosed does exist.”

“Executive salary ranges are established through in depth external market studies and approved by the compensation committee. The compensation committee of the board of directors reviews and approves compensation changes for vice presidents, as recommended by the ceo. The compensation committee recommends annually to the board of directors a performance rating and compensation changes for the ceo. The board of directors acts on all recommendations from the compensation committee. This process is conducted annually.”

“The organization makes its organizing documents, conflict of interest policies and financial statements available to the general public upon request.”