Franciscan Properties Inc.

“Franciscan properties, inc. Is controlled by st. Joseph's health care center, inc., a 501(c)(3) tax-exempt organization. A majority of the voting members of the board of st. Joseph's health care center, inc. Are independent.”

“Janice polo and glenn waters are board members of the filing organization, as well as board members of a taxable entity affiliated with the filing organization. Glenn waters and jim cote are board members of the filing organization, as well as board members of a taxable entity affiliated with the filing organization.”

“The sole member of franciscan properties, inc. Is st. Joseph's health care center, inc.”

“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 permanent trustee. (b) unless subsection (c) below applies, all other trustees shall be appointed by the trustees 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, hereinafter referred to as sisters, to serve as trustees.”

“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 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 corproation. 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 assets not in the ordinary course (but the foregoing is not intended to limit any transfer of the location of the assets from the corporation to a”

“Franciscan properties, inc. Is controlled by st. Joseph's health care center, inc., whose board met on a regular basis in 2018 and whose meetings were documented with minutes. Matters relating to franciscan properties, inc. Are discussed during the st. Joseph's health care center, inc.'s board meetings, and documented as such.”

“Franciscan properties, inc. Is controlled by st. Joseph's health care center, inc., whose board met on a regular basis in 2018 and whose meetings were documented with minutes. Matters relating to franciscan properties, inc. Are discussed during the st. Joseph's health care center, inc.'s board meetings, and documented as such.”

“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 was provided to the entire board.”

“Franciscan properties, inc. Has 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. Disclosure requirements of board and committee members prior to any and all board or committee meetings, each board/committee member shall review the meeting agenda for any actual or potential conflict of interest. In the event an actual or potential conflict of interest associated with any agenda item is concluded by a board committee member after such review, the impacted board/committee member shall inform the board/committee chairperson of the conflict in advance of the meeting. Required action after disclosure of the board/committee member's actual or potential conflict to the board/committee chairperson as set forth above, the following procedures for addressing the conflict of interest will be adhered to by each board and all committees without exception: 1. The board/committee chairperson shall, upon disclosure by an impacted board/committee member, have the discretion (based upon the severity of the actual or potential conflict) to excuse the impacted board/committee member from the board/committee discussions on that agenda item. 2. Regardless of whether the impacted board/committee member is asked to leave the room during the agenda item discussion, the board/committee chairperson shall notify all board/committee members of the actual or potential conflict of interest so everyone is aware of the said conflict before any discussions and/or vote on the matter. 3. 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. 4. 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 board/committee shall not vote, participate in, influence, or attempt to influence any determination or proceedings. As requested by the board/committee chairperson, the interested board/committee member may, however, respond to questions posed by the board/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 board/ committee members entitled to vote at a meeting at which a quorum was present. Any interested board/committee member may not be counted in determining the existence of a quorum. 5. The minutes of the board and all committees shall reflect the following: a. The name(s) of the board/committee member(s) who disclosed or was otherwise found to have an actual or possible conflict of interest, the nature of the actual or possible conflict of interest, any action taken to determine whether a conflict of interest was present, and the board/committee chairperson's decision as to whether a conflict of interest, in fact, existed. B. The names of the board/committee members who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken on the subject at issue. C. The interested board/committee member's removal from the room (if requested by the chairperson), exclusion from voting and participation in discussions, and the existence of a proper quorum. For employees, the review of conflicts of interest or potential conflicts goes to the conflict of interest determination committee. This committee consists of the baycare chief compliance officer, the corporate responsibility officers, and the”

“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 other procedures are followed annually. 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 2017, but the compensation committee regularly monitors compensation and all other procedures are followed annually.”

“Franciscan properties' governing documents are available to the public via sunbiz.org.”

“Effective 2018, the total number from box 3 of form 1096 is reported by baycare health system, inc, ein 59-2796965, a related organization that processes forms 1099 for its affiliates. This is a change from the prior year reporting as it better aligns the form 1096, box 3 reporting to the issuing ein.”