St. Vincent Infirmary Development Foundation

“Pursuant to section 8.6 of the bylaws of st. Vincent foundation, the executive committee is composed of the board chair, the board vice chair, the president and ceo, each of whom shall serve as an ex officio voting member of the executive committee, and two voting members appointed by the board of directors. Each individual appointed to the executive committee shall serve for a term of one year or until his or her successor is duly appointed by the board of directors. The executive committee shall consist of only directors of the corporation. Pursuant to section 8.1 of the corporation's bylaws, committees, such as the executive committee, that are granted the authority to act on behalf of the board of directors may include only directors of the corporation. Further, pursuant to section 8.6 of the corporation's bylaws, the executive committee has and may exercise such powers as may be delegated to it by the board of directors. The executive committee also possesses the power to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of directors.”

“According to the bylaws of st. Vincent foundation, the entity's sole member is st. Vincent infirmary medical center, d/b/a chi st. Vincent infirmary, an arkansas nonprofit corporation.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the senior vice president of operations. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation.”

“The organization's corporate member is st. Vincent infirmary medical center ("svimc"). Pursuant to section 5.4 of the organization's bylaws, both svimc and catholic health initiatives ("chi") (svimc's sole corporate member) have reserved powers as outlined in the chi governance matrix. Pursuant to the governance matrix the following rights are held by the svimc board: - approve members of the st. Vincent foundation board - amendment of the corporate documents of st. Vincent foundation - approve removal of a member of the governing body of st. Vincent foundation - adoption of long range and strategic plans for st. Vincent foundation the following rights are reserved to the chi board directly or through powers delegated to the chi chief executive officer: - substantial change in the mission or philosophy of st. Vincent foundation - removal of a member of the governing body of st. Vincent foundation - approval of issuance of debt by st. Vincent foundation - approval of participation of st. Vincent foundation in a joint venture - approval of formation of a new corporation by st. Vincent foundation - approval of a merger involving the st. Vincent foundation - approval of the sale of all or substantially all of the assets of st. Vincent foundation - to require the transfer of assets by st. Vincent foundation to chi to accomplish chi's goals and objectives, and to satisfy chi debts. Pursuant to section 5.5.2 of the organization's bylaws, svimc or chi may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and its president and the chief executive officer of the organization, recommend such other or different actions as it deems appropriate.”

“Once the return is prepared, the return is reviewed by the chief financial officer. After the return is reviewed by the cfo, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the cfo.”

“Pursuant to section 11.7 of the by-laws, st vincent foundation has adopted the conflict of interest policy from it's corporate member, st vincent infirmary medical center d/b/a chi st. Vincent infirmary: each of the corporation's officers and directors shall act at all times in a manner that furthers the corporation's charitable purpose of service to the community and shall exercise care that he or she does not act in a manner that furthers his or her private interests to the detriment of the corporation's community benefit purposes. A conflict of interest can be considered to exist in any instance where the actions or activities of an individual on behalf of the corporation also involve the obtaining of a direct or indirect personal gain or advantage or an adverse or potentially adverse effect on the interests of the corporation. The corporation's officers and directors shall avoid conflicts of interest and otherwise fully disclose to the corporation any potential or actual conflicts of interest, if such conflicts cannot be avoided, so that such conflicts are dealt with in the best interests of the corporation. The corporation and all of its officers and directors shall comply with any policies of the corporation and any policies of the corporate member regarding conflicts of interest, as well as all requirements of arkansas law regarding such conflicts, and shall complete any and all such disclosure forms as may be deemed necessary or useful by the corporation for identifying potential conflicts of interest.”

“During the tax year ended 6/30/14, no officers, directors or trustees received compensation from the organization. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation. Therefore, these questions are more appropriately answered as n/a.”

“During the tax year ended 6/30/14, no officers, directors or trustees received compensation from the organization. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation. Therefore, these questions are more appropriately answered as n/a.”

“The organization's conflict of interest policy is available to the public upon request. The governing documents are available from the arkansas secretary of state. The organization's financial statements are included in catholic health initiatives' consolidated audited financial statements that are available at www.catholichealthinit.org or at www.dacbond.org.”

“The mission of the corporation is to nurture the healing ministry of the church, supported by education and research. Fidelity to the gospel urges the corporation to emphasize human dignity and social justice as it creates healthier communities. The corporation, sponsored by a lay-religious partnership, calls other catholic sponsors and systems to unite to ensure the future of catholic health care. To fulfill this mission, the corporation, as a values-based organization, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development and formation for ministry throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization.”

“St. Vincent foundation was incorporated as a 509(a)(3), tax-exempt, charitable supporting organization of st. Vincent infirmary medical center ("svimc") in 1975 to serve as the official gift-receiving and gift-administration agency for svimc in central arkansas. It is the mission of st. Vincent foundation to ensure that svimc has the charitable and community resources necessary to sustain its ministries that enhance the health of those we serve through reverence, integrity, compassion and excellence. Through the charitable contributions of arkansans around the state, st. Vincent foundation is able to help support the hospitals, clinics and community outreach programs of svimc. St. Vincent foundation's current three member staff and board of directors raise funds through special events, annual giving, major gifts, planned giving, corporate/foundation grants and capital campaigns to help fund virtually every health care program, project and community outreach service offered by the hospitals, care centers and clinics of svimc. In fiscal year 2014 the foundation raised over $1 million for these purposes. The foundation currently maintains reserve assets of approximately $29 million.”

“Contracted services - total expense: 259873, program service expense: , management and general expenses: 259873, fundraising expenses: ;”

“Other=items for tour de paul event : number of items received”

“Other=items for operation walk : number of items received”