St Joseph'S Enterprises Inc

“Description of family and business relationship denton crockett, jr., tom ribble 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(a)(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.”

“Description of classes of members or stockholders the sole member of st. Joseph's enterprises, inc. Is st. Joseph's health care center, inc.”

“Description of classes of persons and the nature of their rights the number of trustees shall be not less than five (5) nor more than nine (9). These numbers may be increased or decreased from time to time by amendment to the 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 board of trustees of the corporate member at an annual meeting of the member. (c)in appointing trustees, the 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.”

“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 member reserved rights and class ii member 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. Approval of the purchase, sale, transfer, or other encumbrance of assets of the corporation above specified levels established by the class i member. B. Class ii member reserved rights. 1. Approval of the philosophy, mission statement and purposes of the corporation. 2. 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. 3. Approval of any sale, long term lease, mortgage, encumbrance or disposition of property of the corporation constituting an 'alienation' under principles of canon law. 4. Approval of matters relating to the implementation of and compliance with the ethical and religious directives. 5. Approval of substantive changes in the articles of incorporation of the corporation and these bylaws (provided that prior notice of any change in the articles of incorporation of the corporation or these bylaws shall be provided to trinity health and, if such change, as a result of trinity health being a catholic entity, must be approved by trinity health, such change, regardless of whether it is substantive as a matter of civil law, shall be subject to the approval of trinity health). 6. With regard to any assets of the corporation no longer required in the operations of the corporation, approval of any sale or other disposition of any assets not in the ordinary course which have a value in excess of $3 million, and with regard to all other assets of the corporation used in the operations of the corporation, approval of any sale or other disposition of such as”

“Describe the process used by management &/or governing body to review 990 the form 990 is prepared by the organization and reviewed by the cfo, as well as the organization's paid preparer. Prior to filing with the irs, a final copy of the form 990 will be provided to the entire board.”

“Description of process to monitor transactions for conflicts of interest st. Joseph's enterprises, inc. Has two separate conflict of interest procedures; one that relates to board members and another that relates to non-board member employees. Both groups are required on an annual basis to complete, sign and file an annual disclosure statement detailing existing or potential conflicts of interests. For board members, the review of conflicts or potential conflicts occurs at the board or committee level. After disclosure of the board member's or committee member's actual or potential conflict, the following procedures for addressing the conflict of interest will be adhered to by each board and all committees with board delegated powers, without exception: 1. The interested director or committee member shall leave the board or committee meeting while the conflict of interest issue is discussed. 2. The remaining board or committee members shall decide if a conflict of interest exists. 3. If a conflict of interest is deemed to exist: a. The chairperson of the board or committee shall, if appropriate, appoint a disinterested individual or committee to investigate the proposed transaction or arrangement. B. The board or committee shall determine whether the baycare entity can obtain a more advantageous transaction or arrangement with reasonable efforts from an individual or entity that would not give rise to a conflict of interest. C. If a more advantageous transaction or arrangement is not reasonably available, the board or committee shall determine whether the transaction or arrangement is in the baycare entity's best interest, and whether the transaction is fair and reasonable to baycare. An interested director or committee member shall not vote, participate in, influence or attempt to influence any determination or proceedings. The director or committee member may, however, respond to questions posed by the board or committee regarding the contract or transaction. Any such contract or transaction must be authorized by a vote of at least two-thirds (2/3) of the directors or committee members entitled to vote at a meeting at which a quorum was present. Any interested director or committee member may not be counted in determining the existence of a quorum. For employees, the review of conflicts of interest or potential conflicts goes to the conflict of interest determination committee. This committee consists of baycare chief compliance officer, the corporate responsibility officers, and the baycare vice president of team resources. This committee shall determine if an actual conflict exists and any action required to address the conflict of interest situation.”

“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 the last review occurring in 2013, but the compensation committee regularly monitors compensation and all other procedures are followed annually.”

“How and if the governing documents, conflict of interest policy and financial statements are made available to the public st. Joseph's enterprises, inc. Does not make its governing documents, conflict of interest policy or financial statements available to the public.”

“Other changes in net assets equity transfer $800,708”