Caritas Clinics Inc

“Significant changes to its governing documents since the prior form 990 sisters of charity of leavenworth health system, inc. ("sclhs"), the sole member of caritas clinics, inc., affiliated with intermountain health care, inc. ("intermountain") effective april 1, 2022. As a result, the governing documents of caritas clinics inc. Were updated to reflect the new parent organization, intermountain as a member of sclhs, however sclhs continues to be the sole member of caritas clinics inc. Effective may 1, 2022 marian clinic, inc. Merged with caritas clinics, inc. The governing documents of caritas clinics inc. Were updated to include the management of marian clinic. As a result of the affiliation between sclhs and intermountain, reserved powers are held by both sclhs and ihc. Sclhs has the power to appoint trustees to the board of directors, subject to ratification by intermountain. Reserved powers held by intermountain include the following: - establish the mission, vision, and values for the corporation; - develop, adopt, and oversee strategy, goals, objectives, policies, standards, and guidelines for the corporation; - adopt, amend, or repeal the governing documents of the corporation; - fix the number of trustees of the board and appoint and remove trustees to and from the board; - appoint and remove the trustees, directors, managers, or board officers of the corporation; - provide for the overall management of the corporation, including appointing, overseeing, and removing the president and chief executive officer of the corporation; - oversee audit and compliance, clinical excellence, compensation, finance, investment, nominating and governance, and any other needed functions for the proper operation of the corporation; - oversee the medical groups of the system in a manner to encourage the delivery of cost-effective professional services to patients served and, in accordance with applicable state law, oversee clinical practice and evidenced-based medicine; - approve the acquisition of assets, incurrence of indebtedness, sale, lease, transfer, assignment, or encumbrance of all or substantially all of the assets of the corporation; - approve any merger, change of control, dissolution, or corporate restructuring of the corporation; - oversee the acquisition or formation of any new subsidiary of the corporation; and - direct finances and investments of the corporation, including controls, operating and capital budgets, intercompany transfers or loans, and selection and removal of external auditors. As part of the affiliation, certain protections were included in the bylaws to ensure the sclhs catholic entities were able to retain their catholicity, which may not be negated, restricted, rescinded, revoked, suspended, terminated, altered or amended without the approval of leaven ministries. The catholic protections include each scl catholic entity retaining their catholic mission and all catholic moral principles, policies, and practices that are required by the catholic church, continue to be subject to the ethical and religious directives for catholic health care services as adopted and amended by the united states conference of catholic bishops, retain the catholic references in each scl entity name, will not perform any medical procedure, clinical intervention, or use any device or product that has been deemed morally objectionable by the church's teachings. Reserved powers granted to leaven ministries include the following: - to approve the adoption, amendment or repeal of the civil articles of incorporation or bylaws of sclhs, of any civil corporation of which sclhs is the controlling member, and of any subsidiary corporation of sclhs; - to fix the number and appoint the members of the board of trustees of sclhs; - to remove, with or without cause, any member of the board of trustees of sclhs; - to approve for sclhs, any corporation of which sclhs is the controlling member, or any subsidiary corporation of sclhs, the incurr”

“Members or stockholders sisters of charity of leavenworth health system, inc. (sclhs) is the sole member of caritas clinics, inc.”

“Power to elect or appoint members sisters of charity of leavenworth health system, inc., the sole member of caritas clinics, inc., has the power to appoint members of the caritas clinics, inc., board of directors, subject to the ratification by the board of intermountain health care, inc.”

“Decisions reserved to members or stockholders while sisters of charity of leavenworth health system, inc. ("sclhs") is the sole member of caritas clinics, inc., reserved powers are primarily held by intermountain health care, inc. ("intermountain"), who as a result of affiliation, is a member of sclhs. Sclhs, has the power to appoint trustees to the board of directors, which are subject to ratification by intermountain. Reserved powers held by intermountain include: - establish the mission, vision, and values for the corporation; - develop, adopt, and oversee strategy, goals, objectives, policies, standards, and guidelines for the corporation; - adopt, amend, or repeal the governing documents of the corporation; - fix the number of trustees of the board and appoint and remove trustees to and from the board; - appoint and remove the trustees, directors, managers, or board officers of the corporation; - provide for the overall management of the corporation, including appointing, overseeing, and removing the president and chief executive officer of the corporation; - oversee audit and compliance, clinical excellence, compensation, finance, investment, nominating and governance, and any other needed functions for the proper operation of the corporation; - oversee the medical groups of the system in a manner to encourage the delivery of cost-effective professional services to patients served and, in accordance with applicable state law, oversee clinical practice and evidenced-based medicine; - approve the acquisition of assets, incurrence of indebtedness, sale, lease, transfer, assignment, or encumbrance of all or substantially all of the assets of the corporation; - approve any merger, change of control, dissolution, or corporate restructuring of the corporation; - oversee the acquisition or formation of any new subsidiary of the corporation; and - direct finances and investments of the corporation, including controls, operating and capital budgets, intercompany transfers or loans, and selection and removal of external auditors. The other member of sclhs is leaven ministries, who was granted the following reserved powers: - to approve the adoption, amendment or repeal of the civil articles of incorporation or bylaws of sclhs, of any civil corporation of which sclhs is the controlling member, and of any subsidiary corporation of sclhs; - to fix the number and appoint the members of the board of trustees of sclhs; - to remove, with or without cause, any member of the board of trustees of sclhs; - to approve for sclhs, any corporation of which sclhs is the controlling member, or any subsidiary corporation of sclhs, the incurrence of indebtedness or the sale, transfer, assignment, or encumbering of the assets, pursuant to policies established from time to time by the members of leaven ministries; - to approve any other action which, in accordance with the civil corporate documents governing sclhs is reserved to the members of leaven ministries; - to approve any alienation, sale, gift or other transfer of the real property held by any sclhs catholic entity that constitutes ecclesiastical goods; - to approve any dissolution, filing of a bankruptcy petition, merger, consolidation or change of majority control of any sclhs catholic entity; - to approve any mortgage or other security instrument that directly encumbers the real property of any sclhs catholic entity that constitutes ecclesiastical goods; - to monitor, oversee and enforce the catholic protections including those on-going obligations of the consolidated system parent set forth in the merger agreement that are for the benefit of leaven ministries; and - to approve any alteration, revocation, suspension, or other termination or modification of the reserved powers set forth herein. In the event any conflicts arise between the reserved powers granted to leaven ministries and those of intermountain, the leaven reserved powers will control.”

“The form 990 is prepared by the tax department of the health system. 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 department prior to filing the form 990 with the internal revenue service.”

“Monitoring and enforcement of compliance with conflict of interest policy caritas clinics, inc. And sisters of charity of leavenworth health system, inc. (collectively referred to as scl health), regularly and consistently monitors and enforces its conflict of interest policy by providing education and training for its employees, officers and directors. Persons considered to be in an influential position, such as board members, officers, physicians, executives and director level managers are all required to complete a conflict of interest statement upon hire/appointment and on an annual basis to disclose any potential conflict issues. These statements are carefully reviewed by the scl health integrity and compliance department and appropriate leadership. The business and affairs of scl health will at all times be conducted in a manner that is solely in the best interests of scl health and not be influenced by conflicting interests of persons responsible for administering those affairs. The existence of any conflicts of interest will be disclosed and the procedures set forth herein will be followed. Certain transactions determined to constitute a conflict of interest are prohibited. Any person in a position to exercise substantial influence over scl health is considered an interested person. This term includes, but is not limited to the following: - board members, board committee members, officers and directors; - senior leaders and executives (ceo, president, svp, vp, executive directors); - employed physicians and physicians in medical staff leadership roles (e.g., department chairs, members of medical staff committees); - medical directors of clinical programs that assess, review, recommend or request purchase of any specific pharmaceutical products, medical devices, supplies and/or equipment; - department directors; and - other select individuals identified by leadership which may include, but is not limited to, supply chain and finance. Upon becoming an interested person and on an annual basis, interested persons are required to disclose any relationships that constitute or might lead to a conflict of interest by completing the current conflict of interest and gift disclosure statement ("statement") as approved by the chief integrity and compliance officer. The chief integrity and compliance officer will oversee the review of the statements and the resolution of any identified conflicts of interest and alert the supervisor and/or board chair. When an interested person becomes aware of a conflict of interest which has not been disclosed on a statement, he or she shall contact the local compliance and privacy officer or the chief integrity and compliance officer, complete a disclosure, and return it to the scl health integrity and compliance department. Whenever an interested person becomes aware that an arrangement with respect to which he or she has a conflict of interest is being considered, the interested person must disclose all material facts concerning the existence and nature of the conflict of interest to his or her supervisor or to the applicable board or committee chair, even if the conflict of interest has been previously disclosed. The interested person's local compliance and privacy officer and/or supervisor/board or committee chair will determine whether a conflict of interest exists. Person(s) responsible for the determination should obtain further guidance from the scl health integrity and compliance or legal departments. Upon making his or her disclosure, the interested person will leave the meeting or otherwise remove him or herself from the deliberations or other decision-making process until such time as a determination is reached. If a determination has been made that no conflict of interest exists, the interested person may be present and participate in the deliberation regarding the transaction or arrangement. However, if an interested person has been determined to have a conflict of interest, he or s”

“The organization's officers and senior management are paid by caritas clinics, inc. Or by a related organization, sisters of charity of leavenworth health system, inc. (scl health). Compensation for the officers and senior management is managed by the intermountain health care, inc. 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 intermountain health care, inc.'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 intermountain health care, inc. And current compensation surveys compiled by an independent firm. Consistent with the pay philosophy set by intermountain health care, inc.'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, intermountain health care, inc. 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, appropriate and consistent with the pay philosophy set by the board.”

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

“Website: www.caritasclinics.org”

“On may 1, of 2022 marian clinic, inc. Merged with caritas clinics, inc. Marian clinic provides high-quality, patient-centered, complete dental care for the uninsured, underinsured, and those with no dental home.”

“Explanation for number reported in box 3 of form 1096: 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.”

“Fair value acquisition adjustment -298,958. Transfer of assets from marian clinic 1,352,761. Prior year pledge write offs 7,492. Unrecorded contributions -166,281.”