St Benedict Health Center

“Gale Walker and Rita Blasius have a business relationship.”

“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 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.”

“St. Benedict Hospital does not have any committees with authority to act on behalf of the governing body.”

“The return is reviewed by the President & CEO and the CFO. After their review, it is presented to the Board Members for review. The 990 will be filed after the Board has reviewed it.”

“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 President and CEO of Avera Queen of Peace initiates the annual review for the CEO. He sends out evaluation forms to the board of St. Benedict's. Comparative data from Avera Health System is used to develop a recommended compensation structure. The compensation for the CEO is approved by Avera St. Benedict's board. This is done on an annual basis, usually in January. Compensation for the CFO is determined by the CEO. The CEO evaluates compensation using comparative compensation data from SD Hospital Association and market analysis.”

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

“The Audit Committee of Avera Health, parent organization, selects the auditor and reviews the audited financial statements for St. Benedict Health Center.”

“The Form 990, Part VII and Schedule J are being amended to report corrected compensation information.”