Catholic Health Initiatives Virtual Health Services

“The board of directors may, by resolution adopted by a majority of the directors then in office, establish one or more committees, as needed or required to conduct and transact the business of the organization. Except as otherwise provided by the organization's bylaws, the board of directors may set the qualifications for membership on any committee it may establish, provided that each committee shall consist of at least two directors of the organization. Committees may include persons other than directors, except that a committee that has the authority to act on behalf of the board of directors must include only directors of the organization. Minutes of all committee meetings shall be recorded and copies of such minutes shall be provided to the board of directors. Actions of committees shall be reported to the full board of directors, but actions of committees which include persons other than directors, shall be subject to ratification by the full board of directors. Sections concerning regular meetings, special meetings, notice of meetings, waiver of notice, quorum, manner of acting, and action without a meeting of the organization's board shall also apply to all committees established by the board of directors.”

“According to the bylaws of chi virtual health services, the entity's sole member is chi national services, a colorado nonprofit corporation.”

“The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the governance matrix.”

“The organization's corporate member is chi national services. Pursuant to section 5.4 of the organization's bylaws, both chi national services and catholic health initiatives (chi) (chi national services' sole corporate member) have reserved powers as outlined in the chi governance matrix. Pursuant to the governance matrix the following rights are held by the chi national services board: -approve members of the chi virtual health services board -amendment of the corporate documents of the chi virtual health services -approve removal of a member of the governing body of the chi virtual health services -adoption of long range and strategic plans for the chi virtual health services the following rights are reserved to the chi board directly or through powers delegated to the chi chief executive officer: -substantial change in the mission or philosophy of the chi virtual health services -removal of a member of the governing body of the chi virtual health services -approval of issuance of debt by chi virtual health services -approval of participation of chi virtual health services in a joint venture -approval of formation of a new corporation by chi virtual health services -approval of a merger involving the chi virtual health services -approval of the sale of all or substantially all of the assets of the chi virtual health services -to require the transfer of assets by the chi virtual health services to chi to accomplish chi's goals and objectives, and to satisfy chi debts. Pursuant to section 5.5 of the organization's bylaws, chi national services or chi may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and its president and the chief executive officer of the organization, recommend such other or different actions as it deems appropriate.”

“The chi tax department prepares and reviews the tax return.”

“The organization has adopted chi's conflict of interest policy. All catholic health initiatives (chi) officers, trustees and employees are covered by a conflict of interest policy. Additionally, all chi officers, trustees and employees are required to act in accordance with chi's standards of conduct, which include the avoidance of conflicts of interest or the appearance of conflicts. The board of stewardship trustees conflict of interest policy provides that all members of the board of stewardship trustees and of any board committee are required to promptly and fully disclose to the board chair situations that may create a conflict of interest when they become aware of the situation. In addition, all members of the board of stewardship trustees are required to annually disclose any conflicts of interest via completion of a conflict of interest disclosure form which is reviewed by the organization's senior vice president legal services, and general counsel. Any identified potential conflicts are reported to the board chair, who is charged with further investigation of the conflict(s), as he or she deems appropriate; documentation of conclusions with respect to the existence of a conflict (including relevant facts and circumstances); and reporting to the board executive committee concerning the review, evaluation, and conflict determination. To the extent that the board chair and any other trustee disagree as to whether a circumstance gives rise to a conflict, the board executive committee makes the final determination as to the existence of a conflict. The potentially conflicted trustee is excluded from voting as to the existence of a conflict, and is excused from the room while voting concerning the matter is conducted. In any circumstance where a trustee has been identified as having a conflict of interest with respect to a particular transaction, that trustee is also excluded from voting with respect to that transaction. The conflict of interest policy with respect to chi employees requires that all employees complete and sign a conflict of interest disclosure form at the time of hiring. Thereafter, director level and above employees must annually certify as part of the performance evaluation process that they have no conflicts of interest. Further, all chi employees, regardless of employment level, are subject to a general obligation to disclose to their supervisors any conflicts that arise during the year. Failure to disclose actual or potential conflicts may result in disciplinary action.”

“The organization's ceo's compensation is paid by catholic health initiatives (chi), a related organization. Chi has a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges are reviewed annually in comparison to market data. Chi uses the hay group as the independent third party to assess executive compensation programs and to ensure the reasonableness of actual salaries and total compensation packages. Compensation of the senior most executives is reviewed annually. The hay group reviews both cash and total compensation for overall reasonableness, for adherence to chi's compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review is delivered by hay group to the hr committee of the chi board of stewardship trustees annually at their september meeting and minutes are shared with the full board at the december meeting. The last review was september 18, 2014. In addition, in december 2009, hay group completed a comprehensive review of all positions at the level of vice president and above to determine and validate appropriate compensation levels. These levels have been reviewed annually since and revised based on market data, where applicable.”

“During the tax year ended 6/30/14, no other officers, directors or trustees received compensation from the organization. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation. Therefore, this question is more appropriately answered as "n/a" but has been answered "no" in accordance with the form 990 instructions.”

“The organization's articles of incorporation are available on the colorado secretary of state's website. The organization's bylaws and conflict of interest policy are not publicly available. The organization's financial statements are included in catholic health initiatives' consolidated audited financial statements that are available at www.catholichealthinit.org or at www.dacbond.org”

“The mission of the corporation is to nurture the healing ministry of the church, supported by education and research. Fidelity to the gospel urges the corporation to emphasize human dignity and social justice as it creates healthier communities. The corporation, sponsored by a lay-religious partnership, calls other catholic sponsors and systems to unite to ensure the future of catholic health care. To fulfill this mission, the corporation, as a values-based organization, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development and formation for ministry throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization.”

“Catholic health initiatives virtual health services (vhs) was organized and will be operated to further the promotion of health, further educational purposes and lessen the burdens of government. Vhs is a supporting organization of chi pursuant to irc section 509(a)(3). Chi, a values-based organization, is the ultimate parent to a healthcare system that operates in 18 states and comprises 92 hospitals, including four academic health centers, and 24 critical-access facilities; community health-services organizations; accredited nursing colleges; home-health agencies; and other facilities that span the inpatient and outpatient continuum of care. In that role, chi is charged with developing new ministries that integrate health, education, pastoral and social services; advocating for systemic changes with specific concern for persons who are poor, alienated and underserved; and stewarding resources by providing coordinated management and strategic planning services along with centralized shared services for the chi healthcare ministry. One of chi's objectives in furthering its mission is to provide quality care for patients closer to home. In keeping with chi's goal of providing quality care for patients closer to home, vhs was formed to provide telehealth technologies into resource-deprived markets and make high quality, low cost and efficient resources available to all markets. Vhs has been established to increase the quality and efficacy of healthcare by matching the needs of a patient to the right resource in a way which has not been previously possible due to barriers in existing technologies. Vhs will provide telehealth technologies in four areas: 1) direct virtual patient care, 2) indirect virtual patient care, 3) it telehealth infrastructure and 4) teleeducation. Together these services will provide access to services that enhance patient safety, improve quality of care, provide remote patient care and enhance community health.”

“Contracted services - total expense: 4403727, program service expense: 2240074, management and general expenses: 2163653, fundraising expenses: ;”

“Equity transfers from affiliates - -3269331;”