Baptistst Anthony'S Health System

Form 990, Part III, Question 3

“Effective January 1, 2013, substantially all of the operating assets of the organization were transferred to a newly formed wholly owned affiliate, BSA Health Systems of Amarillo, LLC ("the LLC"). The ownership interests of the LLC were subsequently either sold or assigned to other companies. Baptist/st. Anthony's health system now functions to administer the wind up activities of the organization and its affiliates. FORM 990, PART VI, QUESTION 6 DURING 2013, THE CORPORATION HAD TWO MEMBERS - CHRISTUS HEALTH AND BAPTIST COMMUNITY SERVICES. BOTH ARE TEXAS NON-PROFIT CORPORATIONS. FORM 990, PART VI, QUESTION 7A EACH OF THE TWO MEMBERS ELECTS AN EVEN NUMBER OF TRUSTEES FIXED BY THE COLLECTIVE MEMBERS OF THE CORPORATION. THE NUMBER OF TRUSTEES CANNOT EXCEED 16. FORM 990, PART VI, QUESTION 7B THE WRITTEN APPROVAL OF EACH MEMBER IS REQUIRED BEFORE THE CORPORATION MAY TAKE ANY OF THE FOLLOWING ACTIONS: (A) MERGER, CONSOLIDATION OR DISSOLUTION OF THE CORPORATION; (B) ALTERATION, AMENDMENT OR REPEAL OF THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION; (C) CONSENT BY THE CORPORATION (1) TO CEASE OPERATION OF ANY LICENSED HOSPITAL FACILITY OWNED, OPERATED AND CONTROLLED BY BAPTIST ST. ANTHONY'S HOSPITAL CORPORATION OR (2) THE SALE, LEASE OR MORTGAGE OF REAL PROPERTY OWNED BY BAPTIST ST. ANTHONY'S HOSPITAL CORPORATION THAT HAS A VALUE IN EXCESS OF $3,000,000; (D) THE INCURRENCE OR GUARANTEE BY THE CORPORATION (AFTER 2/13/96), OF DEBT HAVING A PRINCIPAL AMOUNT IN EXCESS OF $3,000,000; (E) THE SALE, LEASE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION; AND (F) ELECTION OF PRESIDENT/CHIEF EXECUTIVE OFFICER OF THE CORPORATION. FORM 990, PART VI, QUESTION 11B THE FORM 990 WAS PRESENTED TO EACH OF THE BSA HEALTH SYSTEM BOARD MEMBERS PRIOR TO FILING. FORM 990, PART VI, QUESTION 12C THE CODE OF COMPLIANCE POLICY REQUIRES EMPLOYEES TO DISCLOSE CONFLICTS OF INTEREST. A "STATEMENT OF UNDERSTANDING" ACKNOWLEDGES THAT THE EMPLOYEE AGREES TO COMPLY WITH THE POLICY AND FAILURE TO COMPLY MAY BE GROUNDS FOR TERMINATION. THIS STATEMENT SHALL BE SIGNED BY EVERY NEW EMPLOYEE AND SHALL BE SIGNED ANNUALLY BY DEPARTMENT DIRECTORS, SUPERVISORS AND SELECTED EMPLOYEES. SELECTED EMPLOYEES SHALL COMPLETE A CONFLICT OF INTEREST DISCLOSURE FORM. THE DIRECTOR OF CORPORATE COMPLIANCE REVIEWS ALL DISCLOSURES AND DETERMINES IF A CONFLICT EXISTS, AND REPORTS TO THE CHIEF COMPLIANCE OFFICER (CFO). IN MATTERS RELATED TO A DEPARTMENT DIRECTOR, SUPERVISOR OR SELECTED EMPLOYEE, THE CONFLICT OF INTEREST SHOULD BE RESOLVED BY DIRECTING THE EMPLOYEE TO DISCONTINUE OUTSIDE RELATIONSHIP/ACTIVITY, ABSTAIN FROM PARTICIPATING IN DECISION WHERE A CONFLICT EXISTS, OR DISCONTINUING BSA'S RELATIONSHIP WITH OUTSIDE ORGANIZATION. A MANAGEMENT PLAN SHALL BE ESTABLISHED TO MONITOR RELATIONSHIP/ACTIVITY SO AS TO ELIMINATE RISK. DIRECTORS, OFFICERS, AND MEMBERS OF COMMITTEES WITH BOARD DELEGATED POWERS SHALL SIGN AN ANNUAL STATEMENT THAT THE PERSON RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY, UNDERSTANDS THE POLICY AND AGREES TO COMPLY, AND UNDERSTANDS THAT THE POLICY APPLIES TO ALL COMMITTEES AND SUBCOMMITTEES HAVING BOARD-DELEGATED POWERS. TO DETERMINE WHETHER A POTENTIAL CONFLICT EXISTS, ALL EXISTENCES OF FINANCIAL INTEREST AND ALL MATERIAL FACTS MUST BE DISCLOSED TO THE BOARD OF DIRECTORS OR COMMITTEE FOR INVESTIGATION. AFTER INVESTIGATION, THE BOARD OF DIRECTORS MUST TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION, WHICH COULD INCLUDE LEGAL REMEDIES AND POSSIBLE SANCTIONS AGAINST THE INTERESTED PERSON. RECORDS WILL BE INCLUDED IN THE MINUTES OF THE BOARD MEETINGS AND ALL COMMITTEES WITH BOARD DELEGATED POWER. PERIODIC REVIEWS SHALL BE CONDUCTED BY THE DIRECTORS AND OFFICERS TO ENSURE THAT BSA AND TAX EXEMPT ENTITIES OPERATE IN A MANNER CONSISTENT WITH ITS CHARITABLE PURPOSES AND THAT IT DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS STATUS AS AN ORGANIZATION EXEMPT FROM FEDERAL INCOME TAX. THIS POLICY IS ADMINISTERED AND ENFOR”