Saint Raphael Foundation Inc

“Saint Raphael Foundation was a membership corporation, and the sole member of the Foundation was the Saint Raphael Healthcare System, Inc.”

“Saint Raphael Healthcare System, Inc. was the sole member of the Foundation.”

“The following rights and powers were reserved to the Membership of the Foundation's sole Member: >To acquire, alienate or convey the real property or endowment funds of the Foundation having a value of $3,000,000 or more, or to place a mortgage on such property or funds in the amount of $3,000,000 or more. >To dispose of all or substantially all of the physical assets of the Foundation and to approve the merger or consolidation of the Foundation. >To borrow money and issue evidences of indebtedness in connection with the activities of the Foundation in the amount of $3,000,000 or more, if such borrowings are secured by mortgage, pledge or other lien on the Foundation's real property or endowment funds. >To organize or direct the organization of any corporation or other entity in which the Foundation will be a member or shareholder or have an equity interest greater than $1,000,000. >To dispose of stock or other equity interest of a corporation or other entity controlled by the Foundation. >To elect Trustees of the Foundation who do not serve in an ex officio capacity. >To fill any vacancy occurring on the Board of Trustees, other than ex officio positions. >To amend the Certificate of Incorporation or Bylaws of the Foundation. >To exercise any right specifically reserved to them in the certificate of incorporation of a subsidiary corporation controlled by the Foundation.”

“The governing body reviewed key elements of the 990 prior to submission.”

“Officers, trustees and key employees are required to complete the conflict of interest questionnaire on an annual basis. Results of the questionaire are reviewed annyally by the Executive Committee.”

“Compensation of the organization's Chief Executive Officer and Chief Financial Officer are determined by the Compensation Committee of the Saint Raphael Healthcare System, Inc. Board of Trustees (utilizing an independent compensation consultant in conjunction with a compensation survey of the relevant marketplace). The Compensation Committee maintains minutes of its meetings. The Chief Executive Officer and the Chief Financial Officer are employed with a written employment contract.”

“The organization made it's governing documents and conflict of interest policy available to public review upon request.”

“Effective as of 12:01am September 12, 2012, the operations of the organization were sold to Yale-New Haven Hospital (a 966-bed not-for-profit hospital located in New Haven, Connecticut) and its parent company (Yale-New Haven Health Services Corporation), and active operations (including any and all fund-raising activities) ceased. The company remained in existence to wind-up corporate affairs, which included the disposition of temporarily and permanently restricted net assets.”

“Excess revenue over expenses in Liquidation 2920. Gifts, Bequests 255635. Investment losses on restricted net assets -6558. Net unrealized gains on investments 103210. Release of Temporary Restricted Assets to Yale-New Haven Hospital -186985. Equity transfer to Hospital of Saint Raphael -12313. Equity transfer to Saint Raphael Healthcare System, Inc. -20756621.”

“The Attorney General of the State of Connecticut has reviewed all restrictions on temporarily and permanently restricted net assets, and a cy-pres action in Connecticut Superior Court has been completed for some of these restricted amounts. Upon dissolution of the company the restricted net assets were transferred to Saint Raphael Healthcare System, Inc., and were ultimately transferred to Yale-New Haven Hospital by the Saint Raphael Healthcare System, Inc. on October 21, 2014.”