St David'S Community Health Foundation

“Pursuant to its bylaws, holdings' board of trustees is comprised of three voting members consisting of the chairman, vice chairman, and secretary of the st. David's foundation board of trustees. The power to appoint and/or remove a holdings board member is reserved to the st. David's foundation board of trustees.”

“The authority of the board of trustees of holdings is limited with respect to the following actions, each of which must be approved by the board of trustees of st. David's foundation: 1. Amendment or restatement of the articles of incorporation or bylaws; 2. Merger, consolidation, or dissolution of holdings or establishment of any subsidiary; 3. Sale, lease, exchange, pledge or mortgage of all or substantially all assets in excess of $100,000; 4. Sale, conveyance, or mortgage of any real property; 5. Acquisition or purchase of any unbudgeted real or personal property in excess of $100,000; 6. Lease of any real or personal property for more than one year involving an unbudgeted obligation or expense exceeding $100,000; 7. Contract requiring an unbudgeted expenditure, obligation or pledge of more than $100,000; 8. Adoption of the annual budget; 9. Establishment of or amendment to articles of incorporation or bylaws of any legal entity in which holdings is a partner, participant, joint venturer, controlling shareholder, sole member, or otherwise holds majority rights, or any subsidiary thereto; 10. Guarantee of any debt not of holdings, and; 11. Selection of the independent accountant for the annual audit.”

“Holdings' form 990 is prepared by a nationally recognized tax firm in conjunction with st. David's foundation's finance staff. The st. David's foundation's board of trustees' tax and audit committee performs a comprehensive review of a draft of the form 990 prior to it being finalized and approved. A copy of the form 990 is then presented to the st. David's foundation board of trustees and the holdings' board of trustees for their review and comment, after which time the form 990 is electronically filed with the internal revenue service.”

“Holdings annually verifies compliance with the conflicts of interest policy. The officers and trustees are required to annually disclose any activities or relationships that could give rise to conflicts of interest. For each disclosure, a determination is made whether the potential conflict requires either recusal from participation in related discussions or decisions, or resignation or removal from holdings or its board of trustees.”

“Holdings' governing documents, conflicts of interest policy, and financial statements are available to the public upon request.”