Njh-Sjhinc

“Members or stockholders the sisters of charity of leavenworth health system, inc.,(sclhs),and national jewish health are the corporate members of njh-sjh, inc.”

“Power to elect or appoint members. The sisters of charity of leavenworth health system, inc. (sclhs) and national jewish health the corporate members of njh-sjh, inc., have the power to appoint members of njh-sjh, inc.,board of directors.”

“Decisions reserved to members or stockholders. Upon and after recommendation of the board to do so, sisters of charity of leavenworth health system, inc. (sclhs) and njh, as the members, have the power, pursuant to their unanimous written consent, unless otherwise specified below: - any changes in the mission statement of njh-sjh; - incurrence of long-term debt by o or secured by njh-sjh's assets; - any substantial relocation from the sjh hospital or relocation to other facilities, truncation or reduction of the njh respiratory or related programs within the combined clinical operations; - change in njh-sjh's status as a 50l(c)(3) public charity (once qualification is obtained from the irs); - any material changes to the charity care policies of either njh or sjh; - sale, transfer or disposal of all or substantially all of njh-sjh's capital assets, including real estate; - merger, consolidation, or change of control of njh-sjh; - entry into any material agreement between njh-sjh and either corporate member or any affiliate thereof (other than system services agreements with sclhs which system services agreements shall provide that services shall be of competitive quality, and costs shall be allocated in a generally consistent manner across sclhs hospitals; - transfer by any party to a third party of any interest in njh-sjh; - admission of a new member to njh-sjh; - approval of any change to njh-sjh's articles oflncorporation or bylaws; - acquisitions and dispositions of assets other than in the ordinary course of business; - approval of any amendment to this agreement; - direction of the sale, lease, mortgage or transfer of real property or other assets by a hospital, or encumbrance on the interests in, the real property or assets owned and/or operated by a hospital valued at or above an amount set from time to time by agreement of the corporate members (with such initial amount to be one million dollars ($1,000,000)), provided that (i) such reserved power shall be exercised only by the corporate member whose property or assets are affected by the foregoing and (ii) any sale of stable patrimony shall be subject to applicable canonical approvals; - entering into any commercial loan in excess of one hundred thousand dollars ($100,000) to fund capital commitments of njh-sjh; - any call for additional contributions not otherwise reflected in the approved strategic plans and budgets; and - dissolution of njh-sjh.”

“Process used to review the form 990. The form 990 is prepared by the tax department of the parent organization, sisters of charity of leavenworth health system, inc. (sclhs). The form 990 is reviewed by certain members of senior management. A copy of the form 990 is provided to the board of directors prior to the filing of the form 990 with the internal revenue service. Any questions are addressed to the tax director of sclhs prior to filing the form 990 with the internal revenue service.”

“The purpose of the conflict of interest policy is to protect the interest of njh-sjh, inc., an colorado nonprofit corporation (the "corporation") when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations. Article ii definitions 1.interested person any director, officer, or member of the board of directors (the "board") or committee with board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. 2.financial interest a person has a financial interest if the person has, directly or indirectly, through business, investment, or family: a.an ownership or investment interest in any entity with which the corporation has a transaction or arrangement, b.a compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or c.a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under article iii, section 2, a person who has a financial interest may have a conflict of interest only if the board or appropriate committee decides that a conflict of interest exists. Article iii procedures 1.duty to disclose in connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement. 2.determining whether a conflict of interest exists after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 3.procedures for addressing the conflict of interest a.an interested person may make a presentation at the board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. B.the chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. C.after exercising due diligence, the board or committee shall determine whether the corporation 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. D.if a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. 4.violations of the conflicts of interest policy a.if the board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity”

“The organization's ceo is paid by a related organization, the sisters of charity of leavenworth health system, inc. (sclhs), for his services as president/ceo of saint joseph hospital, inc. Other members of the board of directors may also be compensated by sclhs for their services related to other subsidiary organizations. Sclhs' process for determining compensation for the top management and senior leadership is the responsibility of the compensation committee. This committee is composed of three or more members who are not current employees of sclhs, or former employees with no active interest in the sclhs' compensation program, including at least two members of the sclhs board. Sclhs believes that the independence of these members is vital to the integrity of the process. The work of this committee includes being constantly aware of the current competitive market for management and senior leaders, as well as compiling and maintaining records of comparable compensation and benefits data, including surveys and other analyses, to support sclhs' total compensation to each individual. As part of the review process, sclhs uses the following in establishing the compensation of top management and senior leadership. 1) compensation committee 2) independent compensation consultant 3) form 990 of other organizations 4) written employment contracts 5) compensation surveys and studies 6) approval by the board or compensation committee the items listed above support the compensation committee's efforts to ensure that the level of compensation provided to its executives (officers, key employees, etc.) is consistent with the market value and the pay philosophy set by the board. Minutes are kept contemporaneously for each meeting of the committee. Likewise, the committee is responsible for ensuring that no "excess benefit" is conferred on an individual, or that such compensation does not constitute prohibited inurement. This process is completed for all senior leadership, at the affiliate and system level, and the committee's recommendation is then submitted to the sclhs board for approval. The charge of this committee adheres to sclhs' core value of stewardship, ensuring that the ministry's resources held in trust are not wasted or misused, and are deployed to effectively and efficiently advance the mission.”

“Availability of governing documents, conflict of interest policy, and financial statements available to the public. The organization makes its conflict of interest policy, financial statements, and governing documents available upon request.”

“Independent contractors the organization's expenses are paid by a related 501(c)(3) tax-exempt organization. The related organization files the required form 1096 and related 1099 tax forms for any expenditure that requires a form 1099 to be filed.”

“Njh-sjh, inc. Is a joint operating company with a joint operating agreement in place. It is organized to operate for the benefit of, to perform the functions of, and to carry out the tax-exempt purposes of saint joseph hospital, inc. ("sjh") and national jewish health ("njh"), each of which is recognized by the internal revenue service as tax-exempt within the meaning of section 501(c)(3) and as a public charity under section 509(a)(1) of the internal revenue code. Sisters of charity of leavenworth health system, inc.,(sclhs) is a non-profit, tax-exempt charitable organization that serves as the parent company to sjh. Sclhs is a member of njh-sjh, inc. Sclhs, sjh and njh shall operate the combined clinical operations of sjh and njh to enhance the health of individuals and communities they service and the care and services the hospitals provide. Njh-sjh, inc. Is a joint, nonprofit organization for strengthening the respective charitable missions of sjh and njh, serving as the point of coordination, collaboration and transformation of integrated health offerings of sjh and njh, and engages in all lawful activities that further or are consistent with the purposes of the njh-sjh, inc.”

“The organization does not have a written whistle blower policy as it does not have any employees.”

“The organization does not have a written whistle blower policy as it does not have any employees.”