Kentuckyone Health Inc

“Pursuant to section 8.1 of the bylaws of kentuckyone health, inc., the board of directors may, by resolution adopted by a majority of the directors then in office, establish one or more committees, as needed or required to conduct and transact the business of the corporation. Except as otherwise provided in these bylaws, the board of directors may set the qualifications for membership on any committee it may establish; provided that each committee shall consist of at least two (2) directors of the corporation. Committees may include persons other than directors, except that a committee that has the authority to act on behalf of the board of directors must include only directors of the corporation. Minutes of all committee meetings shall be recorded and copies of such minutes shall be provided to the board of directors. Actions of committees shall be reported to the full board of directors, but actions of committees which include persons other than directors, shall be subject to ratification by the full board of directors.”

“According to the bylaws of kentuckyone health, inc. The entity's sole member is commonspirit health, a colorado nonprofit organization.”

“Pursuant to section 6.5 of the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. Prior to each annual meeting of the corporate member, or such other meeting called for the purpose of appointing directors of the corporation, the governance committee shall select and submit to the board of directors a slate of nominees qualified to serve on the board of directors of the corporation. The board of directors shall review the names and qualifications of each individual on the recommended slate and shall vote to accept or refuse each nominee. The names and qualifications of each individual accepted by the board of directors shall then be submitted to the corporate member, who shall then appoint or refuse each nominee in accordance with the governance matrix and with the recommendation of the president health system delivery and chief operating officer or other designee. Notwithstanding anything in these bylaws to the contrary, 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 in accordance with this section. (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.”

“Kentuckyone health, inc.'s corporate member is commonspirit health. Pursuant to section 5.4 of the organization's bylaws, the corporate member shall have the specific rights set forth in the governance matrix. In addition to the rights reserved to the corporate member under the governance matrix, pursuant to section 5.4.2 of the organization's bylaws, the corporate member shall have the power to transfer assets of the corporation or to require the corporation to transfer assets to the corporate member, to the extent necessary to accomplish the corporate member's goals and objectives, and to provide for the payment of all indebtedness of the corporate member or an entity controlled by, controlling, or under common control with the corporate member (for purposes of this section, a "corporate member affiliate"), issued or incurred by or on behalf of the corporate member or a corporate member affiliate in furtherance of the corporate member's goals and objectives . The corporation shall not be required to violate its charitable purposes, the terms of any restricted gifts, or the covenants of its debt instruments as a result of any asset transfers made or directed by the corporate member. Except for transfers previously approved by the corporate member, either individually or as part of the commonspirit health healthcare system budget process, and except for transfers to an affiliate or subsidiary of the corporation, the corporation shall not transfer assets to entities other than the corporate member or corporate member affiliates without the approval of the corporate member. Neither the board nor any officer or employee of the corporation nor any subsidiary or affiliate of the corporation shall take any action either in contradiction of any of the foregoing powers, including those powers set forth in the governance matrix, or without first having secured the necessary approvals and/or given the appropriate notifications as may be required by these bylaws. In the exercise of its approval powers, the corporate member may grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and the president of the corporation, 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.”

“Once the return is prepared, the return is reviewed by the treasurer/market vp of finance. After the review, the tax department files the return with the appropriate federal and state agencies, making any nonsubstantive changes necessary that effect e-filing.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - employed physicians and advanced practice providers - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“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.”

“The document retention and destruction policy is more of an operational policy. These types of policies usually do not go to the board of directors. This has not been adopted by the board of directors.”

“Payments to vendors for entities that are part of commonspirit health are made by commonspirit health. Therefore, no forms 1099 are issued by kentuckyone health, inc. Commonspirit health files the forms 1099 and complies with the backup withholding rules for reportable payments to vendors and game winnings. The forms 1099 issued on behalf of kentuckyone health, inc. Are reported to the irs.”

“Transfer to\from affiliates 3,345,534.”