Wilderness Health Inc

“The chair, vice-chair, secretary and treasurer, as well as one other director, serve as the executive committee. The executive director is a non-voting participant. The executive committee makes strategic decision recommendations and reviews and approves contracts on behalf of the board.”

“Cassandra beardsley and kevin nokels - business relationship”

“Cassandra beardsley, executive director of wilderness health, is an employee of st. Luke's hospital of duluth. During 2018, it was estimated that 75% of her time was spent serving wilderness health. Therefore, wilderness health paid st. Luke's hospital association this portion of her salary and benefits.”

“This corporation shall have members. The only entities that will be eligible to serve as members are 501(c)(3) organizations or governmental units that provide hospital, medical, healthcare or other related services in northeastern minnesota and northwestern wisconsin. There shall be two classes of members: (a) charter members; and (b) non-charter members. The charter members are: bigfork valley hospital, community memorial hospital, cook hospital, cook county hospital, fairview range, lakeview hospital, mercy hospital, rainy lake medical center, and st. Luke's hospital. The non charter members are grand itasca and ely.”

“The board of directors is made up of the chief executive officers (ceo) of the charter members and are classified as charter directors. A charter director shall serve as long as the director holds the office or position of ceo of the charter member. In lieu of the ceo representing the charter member on the board of directors of the corporation, the ceo may appoint a member of the charter member's senior management team to represent the charter member as a charter director on the corporation's board.”

“The following actions of the board of directors require the approval of two-thirds of the charter members: (a) approval of changes to the articles of incorporation and any changes to the bylaws affecting the purposes of the organization or any rights or obligations of members; (b) approval of any request or proposal for additional capital contributions (not including annual membership dues); (c) establishing and modifying the number of directors on the board; and (d) approval of any action for which approval by the members is required under the nonprofit act.”

“The complete form 990 was reviewed in detail by the chief executive officer for accuracy. Upon approval by the ceo, a copy of the form 990 with the board members' compensation redacted was shared electronically with the full board of directors prior to filing with the irs.”

“Each director, principal officer, and member of a board committee (and all wilderness health employees) shall annually sign a statement which affirms such person: a. Has received a copy of the conflicts of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands wilderness health is a charitable organization and in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. A potential conflict of interest arises whenever wilderness health is considering a potential transaction or relationship, direct or indirect, with any interested person and from which the interested person may derive or receive a material financial benefit as a consequence of the potential interest, transaction or relationship. In connection with any actual or possible conflict of interest, an interested person with a financial interest shall disclose the existence of the financial interest and be given the opportunity to disclose all material facts to their supervisor, if any employee, and to the directors and members of committees with board of directors considering the proposed transaction or arrangement, as to any other interested person. Disclosures shall be made on an annual, routine basis and immediately in the event that a financial interest arises that may create a potential conflict of interest prior to the annual disclosure. Any member of the board of directors, or a board committee, or a wilderness health employee with a financial interest shall not influence or participate in any decision or on any matter involving the proposed financial interest. Any member of the board of directors or board committee that has a conflict of interest on any matter to be considered by the board of directors or any committee of the board shall not vote on such matter. After the interested person discloses the financial interest and all material facts, an interested person may make a presentation at a meeting of the board of directors or board committee prior to excusing themselves from a meeting. After the presentation, the interested person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the board of directors or board committee may, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement that presents the potential conflict. After exercising due diligence, the board of directors or board committee shall determine whether wilderness health can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board of directors or board committee shall determine by a majority vote of the disinterested members of the board or committee of the board whether the transaction or arrangement is in wilderness health's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, the board of directors or a board committee shall make its decision as to whether to enter into the proposed transaction or arrangement.”

“Integrated healthcare strategies (ihs), an independent healthcare management consulting firm, conducted a review of the ceo's total compensation relative to ceo's in other healthcare organizations of comparable size and scope. The board of directors used this information to establish an appropriate level of compensation as documented in the report from ihs and board meeting minutes.”

“Wilderness health's governing documents, conflict of interest policy, and financial statements are made available to the public upon request.”