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., approves 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 national jewish health (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,inc.; - incurrence of long-term debt by or secured by njh-sjh,inc.'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,inc.'s status as a 50l(c)(3) public charity; - 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,inc.'s capital assets, including real estate; - merger, consolidation, or change of control of njh-sjh,inc.; - entry into any material agreement between njh-sjh,inc., 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,inc.; - admission of a new member to njh-sjh,inc.; - approval of any change to njh-sjh,inc.'s articles of incorporation 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,inc.; - any call for additional contributions not otherwise reflected in the approved strategic plans and budgets; and - dissolution of njh-sjh,inc.”

“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., a 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 oppor”

“The members of the board of directors that are compensated by the sisters of charity of leavenworth health system, inc., (scl health) are kyle engman, shawn dufford, md, lydia jumonville, jameson smith, and james valin, md. Compensation for the officers and senior management is managed by the scl health board compensation committee (committee) on behalf of scl health and all of its affiliates. The committee reviews and approves compensation arrangements of the officers and senior management and makes recommendations to scl health's board for approval of any changes to compensation for the officers and senior management. The committee's review is conducted in a manner that is intended to qualify for the rebuttable presumption of reasonableness under the intermediate sanctions rules of internal revenue code section 4958. The committee conducts the review with the assistance of an experienced and independent compensation consulting firm that has deep national expertise in health systems' executive compensation programs and levels. The committee obtains and relies upon current, comparable market data for peer organizations prior to making compensation related decisions. The information reviewed includes compensation levels paid by similarly situated organizations for functionally comparable positions, the availability of similar services in the geographic area served by scl health and current compensation surveys compiled by an independent firm. Consistent with the pay philosophy set by scl health's board, the committee emphasizes the importance of ensuring total remuneration is reasonable and appropriate when reviewing and making recommendations with respect to compensation packages for the officers and senior management. As part of the review process, scl health uses the following in establishing the compensation of officers and senior management. 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 officers and senior management is reasonable, approproiate and consistent with the pay philosophy set by the board. The members of the board of directors compensated by national jewish health are christine forkner, richard martin, m.d., and michael salem, m.d. National jewish health executive compensation decisions are made by the compensation committee of the board of directors. The committee relies on the report of an independent compensation consultant which includes independent data for similarly qualified individuals in comparable positions at similarly situated organizations. Contemporaneous documentation is maintained on committee deliberations and decisions.”

“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.”