Madonna Manor Inc.

“Pursuant to section 8.6 of the bylaws of madonna manor, the executive committee is composed of only directors of the corporation and shall be composed of the chairperson of the board, the vice chairperson of the board, and the president, each of whom shall serve as an ex officio voting member of the executive committee. Each individual appointed to the executive committee shall serve for a term of one (1) year or until his or her successor is duly appointed by the board of directors. 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 madonna manor, the entity's sole member is chi living communities, an ohio 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. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“The organization's corporate member is chi living communities. Pursuant to section 5.4 of the organization's bylaws, both chi living communities and commonspirit health have reserved powers as outlined in the commonspirit health governance matrix. Pursuant to the governance matrix the following rights are reserved to the commonspirit health board directly or through powers delegated to the commonspirit health chief executive officer: *substantial change in the mission or philosophy of the organization *amendment of the corporate documents of the organization *approve members of the organization's board *removal of a member of the governing body of the organization *approval of issuance of debt by the organization *approval of participation of the organization in a joint venture *approval of formation of a new corporation by the organization *approval of a merger involving the organization *approval of the sale of all or substantially all of the assets of the organization *to require the transfer of assets by the organization to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. *adoption of long range and strategic plans for the organization pursuant to section 5.5 of the organization's bylaws, chi living communities or csh may, in exercise of its approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and the president and chief executive officer of the organization, recommend such other or different actions as it deems appropriate. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“The process of reviewing the form 990 entails a detailed review by the organizations' accounting department. The governing body receives an electronic copy of the form 990 including requested schedules, as ultimately filed with the irs, for review prior to filing with the irs. Subsequent to the return being provided to the board, the tax department files the return with the appropriate federal and state agencies, making any nonsubstantive changes necessary to effect e-filing. Any such changes are not resubmitted to the board.”

“THE ORGANIZATION HAS A CONFLICTS OF INTEREST ("COI") POLICY (THE "POLICY") IN PLACE TO MAINTAIN THE INTEGRITY OF ITS ACTIVITIES. THE POLICY APPLIES TO THE FOLLOWING PERSONS ("COVERED PERSONS"): MEMBERS OF THE COMMONSPIRIT HEALTH ("COMMONSPIRIT") BOARD OF STEWARDSHIP TRUSTEES AND ITS COMMITTEES; COMMONSPIRIT HEALTH CORPORATE OFFICERS; MEMBERS OF THE DIGNITY HEALTH BOARD OF STEWARDSHIP TRUSTEES AND ITS COMMITTEES. IN ADDITION, THE POLICY APPLIES TO ORGANIZATIONS THAT WERE AFFILIATES AND SUBSIDIARIES OF COMMONSPIRIT HEALTH PRIOR TO ITS AFFILIATION WITH DIGNITY HEALTH ("CHI ENTITIES"). COVERED PERSONS OF CHI ENTITIES INCLUDE: MEMBERS OF ANY CHI ENTITY DIRECT AFFILIATE OR SUBSIDIARY BOARD AND THEIR COMMITTEES; EMPLOYEES OF CHI ENTITIES; AND CHI ENTITY RESEARCHERS (AS DEFINED BY THE POLICY). DISCLOSURE, REVIEW AND MANAGEMENT OF PERCEIVED, POTENTIAL OR ACTUAL CONFLICTS OF INTEREST ARE ACCOMPLISHED THROUGH A DEFINED COI DISCLOSURE REVIEW PROCESS. ALL COVERED PERSONS ARE REQUIRED TO DISCLOSE ACTUAL OR POTENTIAL CONFLICTS AND MUST DISCLOSE THAT CONFLICT TO HIS/HER DIRECT MANAGER (OR OTHER PERSON AS IS APPROPRIATE PER POLICY).i SUCH DISCLOSURE IS REQUIRED ON A TRANSACTIONAL BASIS AT THE TIME SUCH CONFLICTS ARISE, WHEN AN INDIVIDUAL BECOMES A COVERED PERSON (E.G. UPON HIRING OR BOARD APPOINTMENT), AND ANNUALLY THEREAFTER. DISCLOSURES OF PERCEIVED, POTENTIAL OR ACTUAL CONFLICTS ARE INITIALLY REVIEWED BY NATIONAL OR REGIONAL LEGAL OR CORPORATE RESPONSIBILITY TEAM MEMBERS TO DETERMINE WHETHER AN ACTUAL OR POTENTIAL CONFLICT MAY EXIST. IF IT IS DETERMINED THAT A POTENTIAL OR ACTUAL CONFLICT EXISTS, ISSUES ARE ELEVATED TO THE BOARD EXECUTIVE COMMITTEE OR BOARD CHAIR (FOR BOARD OR OFFICER CONFLICTS), OR THE CONFLICTS OF INTEREST REVIEW COMMITTEE (FOR ANY OTHER CONFLICT). THE PROCEDURES FOR ADDRESSING A CONFLICT RELATED TO A PROPOSED TRANSACTION IN THE CASE OF GOVERNING BODIES OR A CORPORATE OFFICER INCLUDE, BUT ARE NOT LIMITED TO 1) DISCLOSURE TO THE BOARD, 2) THE TRUSTEE OR CORPORATE OFFICER BEING EXCUSED FROM THE MEETING DURING DISCUSSION AND VOTE ON THE CONFLICT OF INTEREST (ALTHOUGH HE OR SHE MAY RESPOND TO PERTINENT QUESTIONS IF THE KNOWLEDGE IS RELEVANT), AND 3) BOARD APPROVAL OF THE TRANSACTION BY A MAJORITY OF DISINTERESTED MEMBERS. IN ADDITION, BOARDS CAREFULLY REVIEW AND SCRUTINIZE ANY NON-TRANSACTIONAL CONFLICTS OF INTEREST. IN SUCH CIRCUMSTANCES, BY A MAJORITY VOTE OF THE DISINTERESTED TRUSTEES, THE BOARD TAKES WHATEVER ACTION IS DEEMED APPROPRIATE. FOR CONFLICTS NOT INVOLVING A BOARD MEMBER OR OFFICER, THE CONFLICTS OF INTEREST REVIEW COMMITTEE ("C-CIRC") WILL FACILITATE A COI MANAGEMENT PLAN TO MITIGATE THE CONFLICT IF ADEQUATE CONTROLS AREN'T ALREADY IN PLACE. NOTWITHSTANDING THE FOREGOING, AT ITS SOLE DISCRETION, AN ENTITY MAY REJECT A PERSON'S REQUEST TO ENTER INTO THE RELATIONSHIP IN QUESTION, OR REQUIRE THE RELATIONSHIP BE SUFFICIENTLY ALTERED TO AVOID A POTENTIAL CONFLICT OF INTEREST.”

“The organization's top management official's compensation was paid by commonspirit health, a related organization. The commonspirit health board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for approving reasonable compensation packages for each officer and certain key employees (including the president/ceo). The human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be used in determining merit increases and variable compensation criteria for officers and key executives. The human resources and compensation committee also engages outside legal counsel as necessary and qualified independent compensation and benefits specialists (independent experts) to review, analyze and provide benchmarking data for the total compensation and benefits packages of officers and key executives. Appropriate comparable data is obtained from the independent experts, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities). Key deliberations of the committee are documented in meeting minutes which are approved at the next committee meeting and provided to the board of stewardship trustees. The documentation of the deliberations includes (a) the terms of the agreement approved and the date approved; (b) the members of the committee who were present during discussion of the approved agreement and those who voted on it; and (c) the comparability data obtained and relied upon by the committee and how the data was obtained. Form 990, part vi, line 15b during the tax year ended 6/30/2020, 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 financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org or www.catholichealthinitiatives.org.”

“Skilled nursing unit a skilled, 60 bed nursing unit had 19,971 resident days for the year ending june 30, 2020. These units offer skilled rehabilitation services and long-term care services. Memory care unit a 24 bed memory care unit had 7,634 resident days for the year ending june 30, 2020. These units are specifically designed for residents with dementia or other mind affecting illnesses and residents who need more service than available in assisted living, but not able to qualify for long term or skilled services. Assisted living a 40 bed assisted living unit had 13,391 resident days for the year ending june 30, 2020. These units provide personalized help, supportive services in a professionally managed and carefully designed community setting. Independent living 32 independent living units had 3,618 resident days for the year ending june 30, 2020. These units offer you the freedom to enjoy all of the pleasures of retirement living without traditional home ownership and offers amenities such as a community and wellness center, full service dining choices, and a host of cultural activities and events.”

“Description:other fees for services total fees:738043”

“Description:consulting total fees:8659”

“Description:contract labor total fees:8399”

“Description:purchased services total fees:675706”