Alliance for South Sound Health

“The members of the corporation are franciscan health system and multicare health system.”

“According to the organization's bylaws, multicare health system (mhs) shall designate and appoint four of the directors serving on the board of directors ("mhs designated directors") and franciscan health system (chi-fh) shall designate and appoint four of the directors serving on the board of directors ("chi-fh designated directors"). Vacancies among the directors, whether arising by reason of death, resignation, removal, expiration of term, or otherwise, shall be filled by by the respective member that designated the departing director. In addition to the mhs designated directors and chi-fh designated directors (each a "member designated director"), one director shall be designated and appointed by unanimous vote of the mhs designated directors and the chi-fh designated directors ("community director"). The community director shall not be employed by, under contract with, or a board member of either member. In addition to satisfying the qualifications described in section 4.4 of the bylaws, the community director shall be dedicated to promoting access to high-quality psychiatric services to residents. Vacancies occuring in the community director position whether arising by reason of death, resignation, removal, expiration of the community director's term or otherwise, shall be filled by the unanimous vote of the member designated directors.”

“The organization's members are multicare health system and franciscan health system. Pursuant to section 3.3 of the organization's bylaws, the members have the following reserved powers, which require mutual agreement to exercise: -approve any proposed amendments to the articles of incorporation, the bylaws and the governance matrix of the corporation, as well as any change in the purposes or philosophical direction of the corporation; -approve the selection and removal of the president of the corporation, as provided in article 7 hereto; -approve any merger, dissolution , consolidation, member substitution, affiliation or similar corporate transactions or any other transaction involving the disposition of all or substantially all of the assets of the corporation; -approve the creation and organizational documents (and amendments thereto) of any subsidiary or affiliated entity, joint venture or similar arrangement; -approve the annual capital budget and strategic plans for the corporation; -approve any annual operating budget for the corporation that does not forecast an operating margin of at least two percent (2%) consistent with the approved strategic plans of the corporation; -approve the expansion, discontinuation or initiation of clinical care/service lines provided by or proposed to be provided by the corporation that is projected to result in a gain or loss to the corporation in excess of twenty-five thousand dollars ($25,000) annually; -approve any plan of distribution of net income or other assets of the corporation that is inconsistent with the purposes or strategic plans of the corporation; -call for additional financial contributions or guarantees from the members except as specifically approved in advance in the member agreement or otherwise in writing; -approve the adoption, amendment, and/or termination of any agreement between the corporation and a member; -approve any agreement for the sale, purchase or lease of real property in excess of twenty-five thousand dollars ($25,000 annually), individually, or in the aggregate; -approve all unbudgeted direct or indirect expenditures in excess of twenty-five thousand dollars ($25,000), individually or in the aggregate; -approve all community benefit, charity, indigent care, financial assistance, and billing or collection policies for the corporation for the purpose of ensuring that such policies are consistent with law and the purposes of the corporation; -approve any action of the corporation that could materially affect the tax-exempt status of either chi-fh or mhs; and -approve any incurrence or guarantee of debt by the corporation.”

“Following the preparation of the form 990 by tax analysts of commonspirit health (csh), a related organization of member franciscan health system, the return is reviewed by the cfo & csh tax manager. After approval, the 990 is filed, making any non-substantive changes necessary in order to effect e-filing. After filing, an electronic copy of the 990 is provided to the board.”

“Wellfound has a conflict of interest policy that applies to all wellfound employees, as well as medical staff, volunteers, students, trainees, administrative staff, contractors, all individuals, including, but not limited to, directors, officers, employees, medical staff, licensed independent practitioners and students, are required to complete a coi disclosure report upon beginning their employment/association with wellfound and on an annual basis thereafter. Any associated individual who becomes aware that he/she has an actual or potential conflict of interest must promptly disclose this to the corporate compliance officer, or his/her designee, who will review the disclosed conflict of interest and take any action(s) deemed required or appropriate to manage or resolve the matter, including by referring the matter to the wellfound behavioral health hospital board's executive committee as appropriate. The corporate compliance officer, or his/her designee, or the executive committee, when involving a director, officer or key person, will take all actions deemed required or appropriate to manage or resolve any actual or potential conflicts of interest. The executive committee will be composed solely of independent directors. After disclosing a possible conflict of interest and unless otherwise expressly approved by the corporate compliance officer, his/her designee, or by the medical executive committee, the individual shall recuse themself from the issue, including by refraining from attempting to improperly influence deliberations or voting on the transaction or matter, and not be privy to any non-public information relating to the transaction. Any director, officer, or key person with an interest in a related party transaction must disclose in good faith the material facts of the interest to the board of directors executive committee.if a related party of wellfound behavioral health hospital has a substantial financial interest in a related party transaction, the wellfound behavioral health hospital board's executive committee must: a. Prior to entering into the transaction, consider alternative transactions to the extent available; b. Approve the transaction by not less than a majority vote of the directors or committee members present at the meeting; and c. Contemporaneously document in writing the basis for its approval of the transaction, including consideration of any alternative transactions. Related party transactions must not only be disclosed prior to approval of the transaction but approved by the executive committee as fair, reasonable and in wellfound behavioral health hospital's best interest. No person with an interest in a related party transaction (including compensation) may be present at or participate in deliberation or voting on it. The wellfound behavioral health hospital board's executive committee, however, may request that the person provide information or answer questions prior to the deliberations or voting.”

“The board, through its compensation committee consisting of independent, non-paid board members, is accountable for ensuring and approving the reasonableness of the master services agreement for the ceo. The compensation committee, consistent with its compensation philosophy, directs the development and approval of the annual goals and performance criteria that are used to determine compensation for the ceo. The compensation committee assesses performance against these goals and performance criteria, which include improving patient care, care access to the underserved, clinical outcomes, and patient safety, as well as earning an operating margin to enable investment in people, technology, and facilities. The compensation deliberation and decisions are contemporaneously documented. The ceo utilizes a 3rd party report to determine compensation of other officers or key employees based on role and experience. Wellfound's members fill the ceo role and both members validate the compensation.”

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

“Wellfound behavioral health hospital has a written whistleblower policy, but it has not been officially adopted by the board. The policy is approved by the ceo as the delegate of the board and the policy committee. Wellfound behavioral health hospital has a written document retention policy, but it has not been officially adopted by the board. The policy is approved by the ceo as the delegate of the board and the policy committee.”

“Angela naylor serves as ceo of wellfound behavioral health hospital. Ms. Naylor is employed by multicare health system, member of wellfound, and wellfound pays multicare for her services pursuant to a service agreement.”

“Partner capital contributions 6,000,000.”