Burleson St Joseph Manor

“The membership of the corporation shall consist of one (1) class and the only member of the corporation shall be st. Joseph services corporation, d/b/a st. Joseph health system, a texas nonprofit corporation (hereinafter referred to as "st joseph health system" or "sjhs" or the "member").”

“The power to elect all members of the board of trustees of burleson st. Joseph manor is reserved exclusively to st. Joseph services corporation as sole member, but shall be subject to the approval of the corporate member of st. Joseph services corporation when required by its articles of incorporation or bylaws.”

“Action by the member of the corporation shall be required, and shall be sufficient, a) to adopt or change the philosophy, objectives, purposes or ethical or religious standards of the corporation and of organizations controlled by the corporation; b) to remove the trustees at will, with or without cause as provided in article v, section 2; c) to elect, appoint and remove any officer and chairperson of any committee of the corporation; d) to amend or repeal the articles of incorporation and the bylaws of the corproation as provided in article xiii; e) to dissolve or terminate the existence of the corporation or to revoke any proceeding for its voluntary dissolution and to determine the distribution of assets upon any approved dissolution or termination in accordance with the articles of incorporation; f) to satisfy all requirements applicable to non-profit corporations under state law; g) to take any action necessary to conform the purposes and activities of the corporation and of organizations controlled by the corporation with the traditions, teachings and canon law of the roman catholic church as the may be in effect from time to time; h) to approve any transaction, agreement, arrangement or claim to which the corporation is a party that involves a potential conflict of interest as defined in article ix; i) to approve any merger or consolidation of the corporation and any sale of substantially all of its assets; j) to authorize the creation of any subsidiary organization or the affiliation of the corporation with any other entity for the purpose of the joint conduct of business or other programs, whether in the form of participation in a corporation, partnership, joint venture, co-tenancy or any other form of ownership of control; k) to approve the conveyance of real property or the granting of mortgages or trust deeds or the creation of other liens upon any real property owned by the corporation; l) to approve conveying any tangible personal property, incurring any debt or series of debts, guaranteeing of any debt or series of debts, or the granting of any security interest or other lien in the property of the corporation in excess of the amount prescribed from time to time by the member; m) to approve any capital expenditure or grant, or series of capital expenditures of grants in excess of the amount prescribed from time to time by the member; n) to approve the annual operating and capital budgets of the corporation and related organization; o) to approve the addition or termination of services; p) to approve the corporation's auditor; q) to approve the corporation's strategic plan; r) to exercise the power of approval reserved by the corporation over actions of the governing bodies of its subsidiary organizations or affiliated entities; and s) to approve any other act for which membership approval is required under applicable camnon or civil law, the articles of incorporation, or these bylaws. The members of the board of trustees shall be relieved from liability for managerial acts or omissions imposed upon members of boards of trustees by law, to the extent that, and as long as, any discretionary power in the management of corporate affairs is exercised by the member pursuant to this section and the articles of incorporation.”

“The form 990 and accompanying schedules were made available to all trustees either electronically or by hard copy, depending upon the trustees preference, before the company finalized and sent the documents to the irs. This draft was also available at the administrative offices of the reporting entity for trustees's review before the final form 990 and accompanying schedules were finalized and sent to the irs. The review was under the direction of the cfo and/or tax return preparers, plante & moran, pllc, if requested by the trustees.”

“Description of persons covered under the conflict of interest policy in accordance with the st joseph health system policy no 38, "conflict of interest": any board member, trustee, goverance council member, board committee member, corporate officer, executive, medical staff member,licensed independent practictioner (lip), department director, supervisor, or other individual that has a financial interest. Description of process to monitor transaction for conflicts of interest in accordance with the st joseph health system policy no 38, "conflict of interest", section 6, disclosure statement: "a conflict of interest shall be retained by the corporation in its administrative office. This statement shall be renewed at least annually at the request of the corporation and at any time that a conflict of interest may arise." to help ensure that disclosure statements are completed annually by all board of trustee members, the ceo's office summarizes all conflicts of interest disclosed by each entity's trustees. In 2012, the summary was presented as an agenda item at each entity's board of trustees meetings held. In april 2012, the agenda item was titled, "conflict of interest disclosure review" or similar description. The review is performed by the office of the ceo where disclosure statements are also filed for trustees. Other designated persons disclosure statements are filed in individual personnel files if employed by st joseph regional health center. When a conflict of interest is identified, the interested person shall leave the meeting at which the determination of a conflict of interest is discussed and voted upon.”

“Governing documents, conflict of interest policy & financial statements are not made available to the public.”

“Whistblower policy and document retention and destruction policy: the organization follows the policies of the st joseph health system to which it is an affiliate. The policy includes the whistleblower policy and the document retention policy, which are documented and approved by the president and ceo of the system. The bylaws of st joseph state "the president/ceo shall have all authority and responsibility necessary to operate the corporation in all its activities and departments, subject only to such policies as may be issued by the board. The president/ceo shall act as a duly authorized representative of the board and of the corporation in all matters in which it has not designated some other person to act." therefore, the president/ceo, by the authority granted to him in the above paragraph, approves the policies. The two policies were approved by the st joseph health system board at the last 2012 board meeting.”

“Loss under interest rate swap agreements -15,146. Change in beneficial interest in net assets of foundation -2,269.”

“The committee that assumes responsibility for oversight of the audit and selection of the independent accountant has not changed its oversight process or selection process from the prior year.”

“The related tax exempt organizations are all memebers of group exemption #0928.”