Memorial Health Care System Inc

“Delegated broad authority to a committee pursuant to section 8.6 of the bylaws of memorial health care system, the executive committee shall consist of only directors of the corporation and shall be composed of the chairperson of the board, the vice chairperson of the board, the immediate past chairperson of the board, the president and chief executive officer, and the secretary, with one (1) or two (2) other directors; provided that the executive committee shall include: (1) to the extent possible, at least one member of a participating congregation or other religious institute of the roman catholic church, and (2) at least one director who is a physician member of the medical staff. 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. Any vacancy of an appointed executive committee membership may be filled for the unexpired portion of the term in the manner that the original committee member was appointed. Pursuant to section 8.1 of the corporations bylaws, 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) board members. 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. Committee members shall serve for a term of one (1) year or until their successors are duly appointed and qualified. 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 memorial health care system, the entity's sole member is commonspirit health, a colorado nonprofit corporation.”

“Members or stockholder selecting members of governing body according to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30th 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 at any time remove, with or without cause, any member of the board of directors.”

“Decisions requiring approval by members or stockholders memorial health care system's ("mhcs"), corporate member is catholic health initiatives ("chi"). Pursuant to section 5.4 of mhcs's bylaws,the corporate member shall have the specific rights set forth in the governance matrix. Pursuant to the governance matrix the following rights are reserved to the chi board directly or through powers delegated to the chi chief executive officer: * substantial change in the mission or philosophy of mhcs * amendment of the corporate documents of mhcs * approve members of the mhcs board * removal of a member of the governing body of mhcs * approval of issuance of debt by mhcs * approval of participation of mhcs in a joint venture * approval of formation of a new corporation by mhcs * approval of a merger involving mhcs * approval of the sale of all or substantially all of the assets of mhcs * to require the transfer of assets by mhcs to csh to accomplish csh's goals and objectives, and to satisfy chi debts. * adoption of long range and strategic plans for mhcs. In addition, pursuant to section 5.5.2 of the organization's bylaws, chi 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.”

“Mhcs's form 990 is prepared and reviewed by the internal tax department of its parent organization, commonspirit health. The return is then reviewed by mhcs's fiscal services department and its chief financial officer. Prior to filing, a copy of the return is provided to each member of the board electronically. Subsequent to presentation to the board the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.”

“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. The policy was last updated during the tax year ended 6/30/2021. 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 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 (which includes 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). 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.”

“On an annual basis mhcs engages an external consultant to review the compensation of its executives. The review is performed to ensure that executive salaries are within comparable market ranges for that position. The results of the review are presented to the executive compensation human resources committee for review and recommendation to the board of directors for approval.”

“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.”

“Document retention policy while the organization does have a written document retention and destruction policy it has not been formally adopted by the board.”

“Joint venture policy mhcs has not formally adopted a written policy or written procedure regarding joint ventures. However commonspirit health's system-wide joint venture model operating agreement incorporates controls over the venture sufficient to ensure that (1) the exempt organization at all times retains control over the venture sufficient to ensure that the partnership furthers the exempt purpose of the organization; (2) in any partnership in which the exempt organization is a partner, achievement of exempt purposes is prioritized over maximization of profits for the partners; (3) the partnership does not engage in any activities that would jeopardize the exempt organization's exemption; and (4) returns of capital, allocations, and distributions must be made in proportion to the partners' respective ownership interests. Any joint venture agreements that do not conform to the model agreement are generally reviewed by counsel.”

“Payments to vendors payments to vendors for entities that are part of catholic health initiatives (chi) are made by chi. Chi files the form 1099s and complies with the backup withholding rules for reportable payments to vendors and gaming winnings. The 1099s issued by chi on behalf of alegent health-bergan mercy health system are reported to the irs.”

“Other fees: program service expenses 88,550,482. Management and general expenses 4,791,360. Fundraising expenses 0. Total expenses 93,341,842.”

“Centralized transactions -72,104. Non-controlling interest -61,800. Other changes in net assets -2,380. Capital transfers -35,292,708. Equity changes in unconsolidated orgs 125,193.”

“Centralized transactions: transfers for journal entries recorded centrally at commonspirit to standardize contractual allowance methodology across all commonspirit affiliates and subsidiaries. Recorded centrally at year end and transferred to facilities in the following year.”