Gettysburg Medical Center

“Sister kathleen crowley, sister mary jaeger, joe villa, and bob sutton have business relationships.”

“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 return is reviewed by the cfo. The cfo presents the return to the board at a board meeting or an electronic copy of the return is sent to each board member by email for their review 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 reporet is provided to the board.”

“The ceo is compensated by avera health system. 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 compensation of the other officers and key employees is determined by avera health human resources based on a market analysis of comparable positions. The compensation is approved by the ceo. This process is completed on an annual basis.”

“The organization's conflict of interest policy and governing documents are not available to the public. The organization's financial statements are included in avera health's consolidated audited financial statements.”

“Independent contractors reported relate to services received by avera gettysburg, however a related organization files all applicable form 1099s on behalf of the organization.”

“The audit committee of avera health, parent organization, selects the auditor and reviews the consolidated audited financial statements for avera health, which includes avera gettysburg.”