St Vincent Infirmary Medical Center

“Pursuant to section 8.6 of the bylaws of st. Vincent infirmary medical center, the executive committee is composed of the board chair, the board vice chair, the president and ceo, and five voting members of the board appointed by the chairperson, 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 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 st. Vincent infirmary medical center the entity's sole member is commonspirit health, a colorado nonprofit organization.”

“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 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. 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 st. Vincent infirmary medical center * amendment of the corporate documents of the st. Vincent infirmary medical center * approve members of the st. Vincent infirmary medical center board * removal of a member of the governing body of the st. Vincent infirmary medical center * approval of issuance of debt by st. Vincent infirmary medical center * approval of participation of st. Vincent infirmary medical center in a joint venture * approval of formation of a new corporation by st. Vincent infirmary medical center * approval of a merger involving the st. Vincent infirmary medical center * approval of the sale of all or substantially all of the assets of the st. Vincent infirmary medical center * to require the transfer of assets by the st. Vincent infirmary medical center 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 st. Vincent infirmary medical center pursuant to section 5.5.2 of the organization's bylaws, commonspirit health 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.”

“Once the return is prepared, the return is reviewed by the chief financial officer. After the return is reviewed by the cfo, 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 cfo.”

“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.”

“Commonspirit's board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for setting reasonable compensation practices for certain executives within organization. The human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be in determining variable compensation. The human resources and compensation committee also engages an independent consultant and financial legal counsel to validate the organization's benchmarking approach and reasonableness of the total compensation and benefits packages for certain executives. Appropriate comparable data is obtained by the commonspirit health compensation department from independent third-party salary surveys, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities) for all other staff and leadership roles.”

“The organization's governing documents and conflict of interest policy are available upon request from the administration department. In addition, the governing documents are available from the arkansas secretary of state. The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org.”

“St. Vincent infirmary medical center 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 for entities that are part of commonspirit health are made by commonspirit health. Therefore, no forms 1099 are issued by st. Vincent infirmary medical center. 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 st. Vincent infirmary medical center are reported to the irs.”

“Other fees for services: program service expenses 36,556,770. Management and general expenses 5,824,213. Fundraising expenses 0. Total expenses 42,380,983. Consulting: program service expenses 0. Management and general expenses 350,877. Fundraising expenses 0. Total expenses 350,877. Contract services: program service expenses 11,501,128. Management and general expenses 0. Fundraising expenses 0. Total expenses 11,501,128. Contract labor: program service expenses 35,836,073. Management and general expenses 0. Fundraising expenses 0. Total expenses 35,836,073. Purchased services: program service expenses 27,184,939. Management and general expenses 0. Fundraising expenses 0. Total expenses 27,184,939.”

“Refund of contributions -58,955. North river surgery center transactions -548,451.”