Champion Ems

“Members or stockholders: currently, the organization has two members: christus good shepherd health system and christus trinity mother frances health system.”

“Members or stockholders who can elect members of the governing body: each member shall appoint two directors. If a member shall fail to appoint a director, the board may elect a person who is employed by the member or an affiliate of the member that operates a hospital. A director may be removed only by the member that appointed such director.”

“Decisions of governing body subject to approval by members: unanimous vote of the members shall be required to do the following: a) adopt and approve any amendments or changes to the amended and restated certificate; b) approve the admission of new members; c) create additional classes of members; d) require an additional capital contribution by the members; e) approve the merger, combination, or consolidation of the corporation with another entity; f) approve the sale of the corporation's business or assets to another entity; g) create or invest in any subsidiary or enter into any partnership or joint venture; h) borrow money on behalf of the corporation; i) approve demands for additional capital contributions; j) approve the transfer of any membership interest to a non-affiliate; k) dissolve or liquidate the corporation; l) terminate the membership interest of any member pursuant to a discretionary terminating event; and m) take any fundamental action as defined in section 22.164 of the tboc.”

“Process to review the form 990: the organization engages an outside accounting firm to prepare form 990. Once prepared, the form is reviewed by the organization's internal accountants prior to filing. The board members receive a copy of the form 990 before it is filed.”

“Review of ceo or top mgmt official compensation: the organization engages an independent consultant to review and approve the compensation of the organization's ceo/executive director. The organization also performs a survey and/or study to establish the compensation which must be approved by the board and/or compensation committee. Annual compensation adjustments are reviewed and approved by the board chair. The reviews are documented in the meeting minutes and the conclusions are kept in the employee file in the hr department.”

“Availability of documents: the organization does not make its conflict of interest policy, governing documents and financial statements available to the public.”

“Process to monitor compliance with conflict of interest policy: the organization follows the conflict of interest policy of christus health. Board members and officers are required to complete annual questionnaires to report potential conflicts of interest which are kept in the hr department. If a conflict is found to exist, the conflicted individual is required to abstain from discussion and voting on that matter.”

“Other changes in net assets: transfers from members $4,334,999”