St Anthony'S Professional Buildings & Services Inc

“Line 2 - Description of Family or Business Relationship Tom Ribble, Denton Crockett, Jr., and Donna St. Louis are Board members of the Organization, as well as Board members of a taxable entity, which is an affiliate of the filing Organization. Part VI, Line 4 - Significant Changes to Governing Documents 1. Article IV(i) changed from supporting the mission of the Franciscan Sisters of Allegany NY to supporting the mission of Catholic Health Ministries. 2. Article VII, Section 1 changed to reflect the participation of the Corporation and the Corporate Member from Catholic Health East to Trinity Health. Part VI, Line 6 - Description of Classes of Members or Stockholders The sole member of St. Anthony's Professional Buildings & Services, Inc. is St. Joseph's Health Care Center, Inc. Part VI, Line 7a - Description of Classes of Persons and the Nature of Their Rights The number of Trustees shall be not less than three (3) nor more than nine (9). These numbers may be increased or decreased from time to time by amendment to these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent Trustee. Designation and Appointment of Trustees (a)The President of the Corporation shall serve as an ex officio Trustee with vote. (b) Unless subsection (c) below applies, all other Trustees shall be appointed by the Trustees of the Member at an Annual Meeting of the Member. (c) In appointing Trustees, the Board of Trustees of the Corporate member may waive the nominating procedure specified in subsection (b) above and appoint members of the Sponsoring Organization to serve as Trustees. Part VI, Line 7b - Descr Classes of Persons, Decisions Requiring Appr & Type of Voting Rights The taxpayer is a Participant, as defined in the Second Restated Joint Operating Agreement dated as of May 23, 2006, as amended (the "JOA"). Under the JOA, BayCare health System, Inc. is responsible for the operations of the Participants. The JOA Participants include the taxpayer and other hospitals and non-hospital organizations. Notice of the JOA was previously provided to the Internal Revenue Service by letter dated July 1, 1997. The Member shall reserve to itself in its capacity as the Corporate Member of the Corporation the following two categories of actions: Class I Members Reserved Rights and Class II Members Reserved Rights. A. Class I Member Reserved Rights. 1. Addition, deletion or reconfiguration of services of the Corporation. 2. Establishment of overall capital and operating budgets and strategic plans applicable to the Corporation, including the use of the funds of the Corporation. 3. Exclusive authority to enter into managed care contracts on behalf of the Corporation. 4. Approval of contracts on behalf of the Corporation (but the Class I Member may establish policies from time to time providing that only specific types of contracts or contracts involving obligations in excess of specified levels need to be approved by the Class I Member). 5. Authority to establish fees and charges on behalf of the Corporation. 6. Determination of whether the Corporation should join any networks or alternative or integrated delivery systems. 7. Establishment of employment and other policies applicable to all personnel employed by the Corporation. 8. Approval of the philosophy, mission statement and purposes of the Corporation. 9. Approval of changes in the Articles of Incorporation or in the Bylaws of the Corporation. 10. Approval of the merger, consolidation, dissolution, sale or other transfer of substantially all assets of the Corporation, or other change in corporate form, causing a fundamental reorganization of the Corporation. 11. Approval of the incurrence of indebtedness by the Corporation above certain limits established by the Class I Member. 12. Approval of the establishment of additional affiliates or subsidiaries of the Corporation. 13. Adoption of strategic plans or major changes in programs or services of the Corporation. 14. Approva”

“Lines 15a & 15b - Process used for Compensation Review and Approval The filing organization does not directly compensate some of its top management employees; rather compensation is paid by a related organization that also follows the compensation policy of the Compensation Committee. The independent Compensation Committee is appointed by the Board of Directors. The Compensation Committee's purpose is to provide oversight for the organization's executive compensation program, review and approve compensation and benefits for all "disqualified persons" subject to the Intermediate Sanctions regulations issued under Section 4958 of the Internal Revenue Code (including the Chief Executive Officer, Chief Operating Officer & Chief Financial Officer, other system and entity executives, and other disqualified persons as defined in the Intermediate Sanctions regulations (i.e., voting members of the governing body, family members, former officers)), and establish the compensation philosophy for all other executives. This committee engages nationally recognized compensation consultants to assist them in review of executive compensation. The compensation consultants provide a review of each vice president and above in the system to determine if that employee's compensation is reasonable when compared against market standards. The data reviewed comes from compensation studies that include comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations. The organization keeps contemporaneous minutes of the compensation committees meetings and decisions. External consultants review compensation every other year with the last review occurring in 2013, but the compensation committee regularly monitors compensation and all other procedures are followed annually. Part VI, Line 16b - Procedure to evaluate Joint Venture Arrangements The organization has a joint venture committee of subject matter experts who review potential arrangements with taxable joint ventures. Included in its review are a review for compliance with relevant tax laws and a review of whether the joint venture furthers the organization's exempt purpose. Part VI, Line 19 - How and If the Governing Documents, Conflict of Interest Policy and Financial Statements are Made Available to the Public St. Anthony's Professional Buildings & Services does not make its governing documents, conflict of interest policy or financial statements available to the public.”

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