St Joseph'S Community Care Inc

“Independent board members st. Joseph's community care, 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.”

“CARL TREMONTI AND GLENN WATERS ARE OFFICERS OF THE ORGANIZATION, AS WELL AS BOARD MEMBERS OF A TAXABLE ENTITY, WHICH IS AN AFFILIATE OF THE FILING ORGANIZATION. part vi, line 6 description of classes of members or stockholders THE SOLE MEMBER OF ST. JOSEPH'S COMMUNITY CARE, INC. IS ST. JOSEPH'S HEALTH CARE CENTER, INC. PART VI, LINE 7A DESCRIPTION OF CLASSES AND THE NATURE OF THEIR RIGHTS THE SOLE MEMBER, ST. JOSEPH'S HEALTH CARE CENTER, INC., ELECTED THE BOARD OF DIRECTORS OF ST. JOSEPH'S COMMUNITY CARE, INC.”

“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. Member reserved rights. The member reserves 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. 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 for catholic health care services, as the same my be revised from time to time. 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 the members of 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”

“Documentation of board meetings as a general practice, the board of trustees for st. Joseph's community care, inc. Meets on a regular basis; however no meetings were held during 2015. St. Joseph's community care, inc. Is controlled by st. Joseph's health care center, inc., whose board met on a regular basis in 2015 and whose meetings were documented with minutes.”

“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 was provided to the entire board via a web portal.”

“Description of process to monitor conflicts of interest st. Joseph's community care, inc. And related organizations have a conflict of interest policy that relates to board members, physician employees and administrative staff. These groups are required on an annual basis to complete, sign and file an annual disclosure statement detailing existing or potential conflicts of interests. An interested trustee, director, committee member, or officer shall not vote, participate, influence, or attempt to influence any proceedings reviewing a contract or transaction involving said interested person, immediate family member, business associate or firm of said interested person, although the interested person may respond to questions posed by the board of directors regarding the contract or transaction. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the board or committee meeting while the determinations of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. The procedures for addressing the conflict of interest are as follows: a) an interested person may make a presentation at the board or committee meeting, but after such presentation he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that result in the conflict of interest. B) the chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. C) after exercising due diligence, the board or committee shall determine whether the corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. D) if a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested members whether the transaction or arrangement is in the corporation's best interest and for its own benefit, and whether the transaction or arrangement is fair and reasonable to the corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.”

“Process for determining compensation 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 2015, but the compensation committee regularly monitors compensation and all other procedures are followed annually.”

“St. Joseph's community care's governing documents are available to the public via sunbiz.org.”

“other changes in net assets ROUNDING: 1”