The Weld Trust

“The Organization has an Executive Committee which is able to exercise authority of the Board when the Board is not in session except as such authority is limited by statute or by resolution creating or otherwise controlling the Executive Committee. The membership of the Executive Committee shall include the Chair and President of the Board of the Corporation, the Vice President(s), if any, the Secretary, the Treasurer and the immediate Past President. The Chair and President of the Board of the Corporation shall serve as Chair of the Committee. The Executive Committee shall not have the authority of the Board in reference to (i) appointing, removing or filling vacancies in the membership of the Board, Board Committees or Officers of the Corporation; (ii) amending the Articles of Incorporation; (iii) restating the Articles of Incorporation; (iv) adopting a plan of merger or consolidation with another corporation; (v) authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; (vi) authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor; (vii) adopting a plan for the distribution of the assets of the Corporation or (viii) amending, altering or repealing any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by such Committee.”

“Parabola Corporation, an unrelated company, performed Chief Executive Officer services for The Weld Trust through May of 2020. Payments made to Parabola Corporation for these services in 2020 were $83,335.”

“In March 2020 The Weld Trust (TWT) revised and restated its Articles of Incorporation and Bylaws. The significant changes included changes to the supported organizations, addition of a limitation on Director Liability, changes to the number, composition, qualifications, authority, and/or duties of the governing body's voting members, and removing references to the prior supported organization, Board of Trustees of North Colorado Medical Center.”

“The Chief Executive Officer and the Finance Committee will review a copy of the draft Form 990 and then present it to the Board of Directors for approval prior to filing the final copy.”

“The conflict of interest policy covers the Board of Directors. The Board of Directors receives the conflict of interest policy at the annual meeting. The Board Executive receives the responses and forwards them to the general counsel of the board. If there are any items that come up for discussion in which a conflict of interest is present, the board member excuses him or herself and abstains from voting. The board has the option to allow the member to be part of the discussion.”

“The Board of Directors annually evaluates and reviews the Chief Executive Officer's compensation using compensation surveys and comparability salary data for similar positions at similarly situated organizations. The Chief Executive Officer and the Board of Directors use a similar comparability study to review and evaluate compensation for other officers and employees, which is then approved and set by the Chief Executive Officer.”

“The general public is allowed to view the documents on premises but not allowed to make copies and take them off of the premises.”

“The Chief Executive Officer (CEO) and the Chief Operating Officer (COO) perform services for both The Weld Trust and North Colorado Medical Center Foundation, a related tax-exempt organization. Compensation and benefits paid to the CEO and the COO reported on Form 990, Part VII, Section A, Line 1a, represents only the portion of compensation and benefits paid for CEO and COO services to The Weld Trust.”

“Change in value of hedging interest rate swaps -2,163,716. Pension-related Changes Other than Net Periodic Pension Cost 410,134. Book/Tax adjustment for Grants Payments 5,000,000.”

“During the 2019 tax year, The Weld Trust entered into an asset purchase agreement to sell all healthcare facilities to Banner Health, an unrelated tax-exempt entity. In connection with this sale, The Weld Trust agreed, in a Support Agreement, to pay $5 million a year for seven years to Banner to fund uncompensated care in the community, which grant The Weld Trust had made annually in prior years. For financial statement reporting, this commitment was reported as a reduction to the overall sales price and gain on the transaction in 2019. For Form 990 reporting purposes, the commitment is being treated as a grant payment in the current year as the payment is made, resulting in a difference between book and tax reporting.”