Avera Health

“The organization has two classes of members: Sponsorship Members and System Members. Sponsorship Members shall consist collectively of (i) those persons serving from time to time as the President and Council of the Presentation Sisters of the Blessed Virgin Mary of Aberdeen, South Dakota and (ii) those persons serving from time to time as the Prioress and Council of the Benedictine Convent of the Sacred Heart (Yankton, S.D.). System Members shall consist of six Sisters- three Presentation Sisters appointed by the Presentation Sponsorship Members and three Benedictine Sisters appointed by the Benedictine Sponsorship Members.”

“The System Members have the power to appoint the Board of Directors of Avera Health and to suspend or remove a Director at any time, with or without cause. They also have the power to appoint Benedictine or Presentation Sisters to the Boards of Directors of any sponsored work or ministry of Avera Health.”

“The following powers shall be reserved to and exercised exclusively by the Sponsorship Members and none of the following actions shall be taken by Avera Health without action of the Sponsorship Members: (a) To approve the adoption, amendment or repeal of the statements of philosophy, mission, Guiding Principles and values of Avera Health; (b) To initiate the adoption, amendment or repeal of any provision of the Articles of Incorporation or Bylaws of Avera Health, and to give final approval of any such action with respect thereto; (c) To establish policies regarding the alienation of real property and precious artifacts associated with the healthcare ministry which are under the canonical stewardship of the Presentation Sisters or the Benedictine Sisters; (d) To approve any plan of merger, consolidation or dissolution of Avera Health, or the divestiture of any sponsored work or ministry associated with Avera Health; (e) To change the composition of the Sponsorship Members, including the addition of other individuals, parties or entities to be Sponsorship Members; and (f) To approve the creation of new sponsored works or ministries to be conducted by or under the authority of Avera Health. The following powers shall be reserved to and exercised exclusively by the System Members and none of the following actions shall be taken by Avera Health without action of the System Members: (a) To appoint the Board of Directors of Avera Health and to suspend or remove a Director at any time, with or without cause; (b) To appoint Benedictine or Presentation Sisters to the Boards of Directors of any sponsored work or ministry of Avera Health; (c) To appoint the Chair and Vice Chair of the Board of Directors; (d) To appoint, evaluate, suspend or remove the President and Chief Executive Officer; (e) To review and approve the operating and capital budgets, including expenditures outside of budget, and the strategic plan, of Avera Health; (f) To adopt procedures for assuring that corporate actions are consistent with the philosophy, mission, Guiding Principles and values of Avera Health; (g) To provide recommendations to the Sponsorship Members on matters requiring Sponsorship Members' approval or action; (h) To adopt policies designed to effectuate the powers reserved to the System Members; and (i) To exercise oversight of the Guiding Principles and such authorities which may be assigned or delegated by the Sponsorship Members.”

“Avera Health does not have any committees with authority to act on behalf of the governing body.”

“The Form 990 is reviewed by the CEO and CFO. After initial reviews, 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.”

“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 for compensation 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's governing documents, conflict of interest policy, and financial statements are not made available to the general public.”

“There is no written policy or procedure. 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.”

“Purchased services: Program service expenses 348,005. Management and general expenses 21,473. Fundraising expenses 0. Total expenses 369,478. Contracted services: Program service expenses 27,615,840. Management and general expenses 2,359,273. Fundraising expenses 0. Total expenses 29,975,113. Repairs and maintenance: Program service expenses 1,052,432. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,052,432. Professional fees: Program service expenses 7,610. Management and general expenses 41,684. Fundraising expenses 0. Total expenses 49,294. Recruitment: Program service expenses 420,506. Management and general expenses 0. Fundraising expenses 0. Total expenses 420,506.”

“Net equity transfers -826,407. Insurance program admin income not recognized for tax reporting 8,094,478. Change in interest in net assets of foundations and trusts 4,978. Contributions received by Foundation - not reflected in financial statement -12,161,226.”

“Avera Health is only disclosing a portion of the tax exempt bonds on Part X, Line 20. The bonds were issued to Avera Health on behalf of the Avera Obligated Group. The Avera Obligated Group consists of Avera McKennan, Avera St. Luke's, Avera Queen of Peace, Avera Marshall, Avera St. Mary's, and Avera Sacred Heart. In accordance with IRS Instructions, information related to the entire tax exempt bond reporting is being reported on Avera Health's tax return on Schedule K.”