Avera at Home

“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 Directors; to fill vacancies on the Board of Directors, and to remove Directors.”

“Avera Health has the following rights as Member of the organization. (a) To approve the adoption, amendment or repeal of the statements of philosophy, mision and values of Corporation; (b) 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; (c) 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; (d) 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; (e) To approve the creation of new sponsored works or ministries to be conducted by or under the authority of the Corporation; (f) To appoint and remove, with or without cause, the Board of Directors of the Corporation; (g) To appoint and/or remove, with or without cause, the President and Chief Executive Officer of the Corporation; (h) To approve operating/capital budgets and strategic plans of the Corporation; (i) 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; (j) To approve acquisitions, sales and leases, according to policy which may be adopted from time to time by the Member; (k) To establish and maintain employee benefit programs; (l) To establish and maintain insurance programs; (m) To approve major community fund drives; (n) To approve the appointment of auditors; (o) To adopt policies designed to effectuate the reserved powers of the Member; (p) To initiate and give final approval to equity and asset transfers by and between the Member and the Corporation and any affiliates or subsidiaries of the Member; (q) To initiate and give final approval to (i) any and all issuances of obligations under any existing or future master indentures binding the Corporation, any indebtedness (including, without limitation, capitalized leases) in excess of dollar thresholds as may be from time to time established by the Member, and (ii) any pledges of collateral for such indebtedness and any pledges of real estate as collateral for any indebtedness regardless of amount; (r) (i) Full and exclusive power to execute supplemental master indentures, including, without limitation, those authorizing the issuance of obligations or series of obligations, (ii) full and exclusive power to prepare, or authorize the preparation of, any and all documents, agreements, swap agreements, investment contracts, certificates and disclosure materials (including, without limitation, Official Statements and any supplements thereto) reasonably and ordinarily prepared in connection with the issuance of obligations thereunder, or related bonds associated therewith and to execute and deliver such items to the appropriate parties in connection therewith and (iii) full and exclusive power to authorize the entrance of members to, or withdrawal of members from, any obligated group, subject to the other requirements of the applicable master indenture for such entrance or withdrawal.”

“The organization does not have a committee with authority to act on behalf of the governing board.”

“The Form 990 is reviewed by the CEO and VP of Finance of Avera at Home. The return is provided to the Board of Directors prior to filing.”

“The conflict of interest policy covers board members, officers and key employees. At each board meeting, each board member is expected 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 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 compensation of other officers, directors, and key employees is reviewed annually. The organization utilizes the resources of an outside independent agency for market comparability. The compensation is approved within the annual budget approved by the board.”

“The organization does not make its governing documents, conflict of interest policy, and financial statements available to the public.”

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