Avera St Luke'S

“The sole member of the organization is Avera Health, a nonprofit corporation organized and existing under the laws of the state of South Dakota and exempt under 501(c)(3) of the Internal Revenue Code of 1986, as amended.”

“Avera Health, as the sole member, has the power to appoint and remove, with or without cause, members of the board of directors.”

“Avera Health, as the sole member, has the following rights as the Member. 1) To approve the adoption, amendment or repeal of the statements of philosophy, mission and values of Corporation; 2) To initiate the adoption, amendment or repeal of any provision of the Articles of Incorporation or Bylaws of Corporation, and to give final approval of any such action with respect thereto; 3) To approve and act upon the alienation of real property and precious artifacts under the canonical stewardship of the Sisters of the Presentation of the Blessed Virgin Mary of Aberdeen, South Dakota ("Presentation Sisters") or the Benedictine Sisters of Sacred Heart Monastery ("Benedictine Sisters"), pursuant to the policies established by the Member; 4) To approve any plan of merger, consolidation or dissolution of the Corporation, or the divestiture of a sponsored work or ministry associated with the Corporation; 5) To approve the creation of new sponsored works or ministries to be conducted by or under the authority of the Corporation; 6) To appoint and remove, with or without cause, the Board of Directors of the Corporation. 7) To appoint and/or remove, with or without cause, the President and Chief Executive Officer of the Corporation. 8) To approve operating/capital budgets and strategic plans of the Corporation. 9) To approve expenditures outside of operating and capital budgets exceeding defined thresholds according to policy which may be adopted from time to time by the Member. 10) To approve acquisitions, sales and leases, according to policy which may be adopted from time to time by the Member. 11) To establish and maintain employee benefit programs. 12) To establish and maintain insurance programs. 13) To approve major community fund drives. 14) To approve the appointment of auditors. 15) To adopt policies designed to effectuate the reserved powers of the Member.”

“There are no committees with the authority to act on behalf of the governing body.”

“The Form 990 is reviewed by the CEO and CFO. After initial reviews, a draft is provided to the finance committee for final review. The return is provided to the board prior to filing.”

“The conflict of interest policy covers board members, officers and key employees. At each board meeting, a request is made for all board members to disclose any potential conflict of interest pertaining to any item listed on the agenda or pertaining to any potential item that could be discussed during the course of the meeting. The declaration of conflict of interest is recorded in the meeting minutes. The board makes a determination of whether there is a conflict of interest and if so, implements the procedure for evaluating the issue or transaction involved. The board member or officer with the conflict must refrain from voting. A statement of conflict of interest disclosure is made on an annual basis by officers and directors. The information is maintained in a database and a report is provided to the board.”

“The CEO is compensated by Avera Health. Annually the Compensation Committee of Avera Health, which is comprised of six (6) system members appointed by the religious orders, meets with an independent consultant regarding fair market value of officers and key employees. The Compensation Committee approves all salaries based on comparable data and documents the basis for their decision in meeting minutes. The organization has a Physician Relations/Executive Compensation Committee to review physician related transactions and compensation related to physicians, other officers and key employees of the Organization. The Committee meets as needed with respect to physician compensation. With respect to leadership positions we contract with an outside consultant to gather wage and market data. Information is provided to the consultant for leadership positions that reflects the leader's area of responsibilities including the position title and education requirements, reporting structure, number of FTE's, total revenue and expenses and years of experience.”

“The organization's governing documents and conflict of interest policy are not available to the general public. The organization's financial statements are attached to the Form 990 per IRS instructions and therefore are available to the general public.”

“There is no written policy or procedure since in the event of any such proposed transaction the board or a committee with delegated authority reviews all materials, valuations and operational aspects for any proposed transaction. Such transaction would be evaluated in accordance with the exempt status of the organization and its applicable purposes. Any transaction also would be approved by the board and the member.”

“Repairs and maintenance: Program service expenses 2,385,589. Management and general expenses 57,630. Fundraising expenses 0. Total expenses 2,443,219. Other fees: Program service expenses 4,364,053. Management and general expenses 1,544,212. Fundraising expenses 10,451. Total expenses 5,918,716. ACS fees: Program service expenses 191,048. Management and general expenses 10,346,284. Fundraising expenses 0. Total expenses 10,537,332.”

“Capital Transfer -1,925,896. Change in fair value of interest rate swap -107,543. Book/Tax adjustment on investment in Endoscopy LLC 1,337,836.”

“The Audit Committee of Avera Health, parent organization, selects the auditor and reviews the consolidated audited financial statements for Avera Health, which includes Avera St. Luke's.”

“The issue price includes the filing organization's share of the entire bond issue, which was issued to Avera Health on behalf of the Avera Obligated Group. The Avera Obligated Group consists of Avera Health, Avera McKennan, Avera St. Luke's, Avera Queen of Peace, Avera St. Mary's, Avera Sacred Heart, and Avera Marshall. In accordance with IRS instructions, information related to the tax exempt bond reporting is being reported on Avera Health's tax return.”