Ssm-Sluh Inc

“The sole member of the corporation is ssm health care st louis. Ssm health care st louis is a nonprofit 501(c)(3) organization that operates seven hospitals. Both ssm-sluh, inc. And ssm health care st louis are part of the integrated health care system known as ssm health.”

“The member has the power to appoint additional, successor or replacement members subject to the written consent of saint louis university (slu) and to appoint and remove the appointed directors , other than the slu designated directors.”

“The member has the following powers: (a) to establish and change the mission, philosophy and values of the corporation, except to the extent limited elsewhere in the bylaws; (b) to appoint additional, successor or replacement members of the corporation, provided, that any member requiring approval of slu receives that approval according to the bylaws; (c) to appoint and remove the individuals serving on the board, other than the slu designated directors who will be subject to designation for appointment and removal by slu and as to whom ssmsl shall follow and implement the written instructions of slu regarding the appointment and removal of the slu designated directors; provided, however, that ssmhcc may remove slu designated directors who violate the conflict of interest policy and other board policies of the corporation, as the same may be amended from time to time, upon prior written notice to slu pursuant to the members' agreement; (d) to appoint and remove the president of the corporation and the chief executive officer of any health care operating division, provided, that ssmhcc shall (i) obtain the written consent of slu before appointing any chief executive officer of sluh, (ii) consult with the board and slu before exercising its reserved power to remove the chief executive officer of sluh and (ill) consult with slu in connection with hiring certain senior employees; (e) to approve amendments to the articles of incorporation of the corporation, but subject to slu's prior written consent; (f) to approve amendments to these bylaws, but subject to slu's prior written consent except that slu's prior written consent is not required for non-material changes required by applicable law, regulation or any applicable accrediting entity; (g) to approve the merger or consolidation of the corporation; provided, that (i) slu's prior written consent shall be required in the event such transaction constitutes a prohibited change of control, and (ii) with respect to a permitted change of control that is a permitted affiliate change of control, ssmhcc shall provide slu with written notice (pursuant to the members' agreement) not less than thirty (30) days prior to the effective date of such change of control, and with respect to any other permitted change of control, ssmhcc shall provide slu with written notice (pursuant to the members' agreement) within thirty (30) days after the signing of a letter of intent, in both cases, with no separate slu approval right; (h) to approve the dissolution of the corporation, but subject to slu's prior written consent; (i) to approve the formation of a controlled subsidiary or a remotely controlled subsidiary, provided, that any deviation from the requirements set forth in the ssmsl bylaws shall require the prior written consent of slu; (j) to approve the acquisition or disposition by the corporation of another legal entity or an interest in another legal entity, provided, that the corporation shall obtain the written consent of slu before divesting of, or admitting another person as a member of, the corporation or any other defined subsidiary (as defined in the ssmsl bylaws) whose assets include the assets comprising sluh; (k) to authorize or approve the acquisition or disposition by the corporation of real property or any interest in real property, provided, that the corporation shall obtain the written consent of slu before disposing of any real property or any interest in real property comprising a substantial portion of the operating assets of sluh, except that the written consent of slu shall not be required for the granting of utility easements or access easements which do not materially adversely affect the use of such real property; (l) to (i) establish centralized employee benefit, insurance, investment, financing, corporate responsibility, performance assessment and improvement and other operational and support programs; (ii) require the participation of the corporation and any controlled”

“The organization does not have any committees with authority to act on behalf of the governing body.”

“The form 990 is prepared by the tax department of the parent organization, ssm health care corporation (ssm). The form 990 is reviewed by certain members of senior management. Any questions are addressed to the tax director of ssm prior to filing the form 990 with the internal revenue service. A copy of the form 990 is provided to the board of directors.”

“Board members are required to complete a conflict of interest disclosure statement annually. The president and secretary of the board oversee compliance with this requirement. All board members with an identified conflict of interest abstain from board discussions and votes when applicable. Employees with purchasing authority and/or ability to influence purchasing decisions are assigned the conflict of interest disclosure course (coi) which much be completed on line. Periodically through the year, the entity's corporate responsibility contact person {with the help of the entity's learning management system coordinator) sends department managers a list of employees who have not yet completed their coi so they can remind the employees and ensure the employees have time in their schedule to complete the required course. Resolution of any conflicts that are disclosed must be documented and kept on file at the entity. Supervisors verify required course completion prior to year end.”

“A related organization utilized the following to determine compensation: (1) independent compensation consultant; (2) compensation survey or study; (3) approval by the board or compensation committee.”

“The year-end audited consolidated financial statements and unaudited quarterly consolidated financial statements for the ssm health system are made available to the public on ssm health's website. The organization's articles of incorporation are available on the missouri secretary of state's website. Copies of the form 990 and the organization's conflict of interest policy are available upon request.”

“Ssm-sluh inc currently conducts business under the following registered names: ssm health saint louis university hospital ssm health pharmacy at saint louis university hospital ssm health saint louis university hospital-south campus ssm health saint louis university hospital”

“All applicable 1099 and 1096 irs tax forms are reported and filed by the parent organization, ssm health care corporation, ein 46-6029223.”

“Transfer with consolidated entities 51,924. Change in temporarily restricted net assets 207,871. Beneficial interest in foundation 509,284.”