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 catholic health initiatives virtual health services the entity's sole member is chi national services, a colorado nonprofit organization.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. 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 corporate member's bylaws and with endorsement of the senior vice president of operations. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under 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 commonspirit health (chi national services' sole corporate member) have reserved powers as outlined in the commonspirit health governance matrix. Pursuant to the governance matrix the following rights are held by the chi national services board: - approve members of the catholic health initiatives virtual health services' board - amendment of the corporate documents of catholic health initiatives virtual health services - approve removal of a member of the governing body of catholic health initiatives virtual health services - adoption of long range and strategic plans for catholic health initiatives virtual health services the following rights are reserved to the commonspirit health board directly or through powers delegated to the commonspirit health chief executive officer: - substantial change in the mission or philosophy of catholic health initiatives virtual health services - removal of a member of the governing body of catholic health initiatives virtual health services - approval of issuance of debt by catholic health initiatives virtual health services - approval of participation by catholic health initiatives virtual health services in a joint venture - approval of formation of a new corporation by catholic health initiatives virtual health services - approval of a merger involving catholic health initiatives virtual health services - approval of the sale of all or substantially all of the assets of catholic health initiatives virtual health services - to require the transfer of assets by catholic health initiatives virtual health services to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. Pursuant to section 5.5 of the organization's bylaws, chi national services or commonspirit health 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. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“The commonspirit health tax department prepares and reviews the tax return.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - employed physicians and advanced practice providers - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“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 commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org”

“Catholic health initiatives virtual health services ceased conducting business and is winding down. Therefore, no formal board members have been appointed.”

“Payments to vendors for entities that are part of commonspirit health are made by commonspirit health. Therefore, no forms 1099 are issued by catholic health initiatives virtual health services. Commonspirit health files the forms 1099 and complies with the backup withholding rules for reportable payments to vendors and game winnings. The forms 1099 issued on behalf of catholic health initiatives virtual health services are reported to the irs.”

“Other fees: program service expenses 5,880,784. Management and general expenses 668,013. Fundraising expenses 0. Total expenses 6,548,797.”