Healthcare and Wellness Foundation

“According to the bylaws of healthcare and wellness foundation, article v, the sole member of the corporation is st. Francis medical center, a minnesota nonprofit corporation.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“The organization's corporate member is st. Francis medical center (sfmc). Pursuant to section 5.4 of the organization's bylaws, both st. Francis medical center and commonspirit health (sfmc's sole corporate member) have reserved powers as outlined in the commonspirit health governance matrix. Pursuant to the governance matrix the following rights are held by the st. Francis medical center board of directors: *approve members of the healthcare and wellness foundation board; *amendment of the corporate documents of the healthcare and wellness foundation; *approve removal of a member of the governing body of the healthcare and wellness foundation; *adoption of long range and strategic plans for the healthcare and wellness foundation. The following rights are reserved to the commonspirit health board of directors, directly or through powers delegated to the commonspirit health chief executive officer: * substantial change in the mission or philosophy of the healthcare and wellness foundation; * removal of a member of the governing body of the healthcare and wellness foundation; * approval of issuance of debt by healthcare and wellness foundation; * approval of participation of healthcare and wellness foundation in a joint venture; * approval of formation of a new corporation by healthcare and wellness foundation; * approval of a merger involving the healthcare and wellness foundation; * approval of the sale of all or substantially all of the assets of the healthcare and wellness foundation; * to require the transfer of assets by the healthcare and wellness foundation to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. Pursuant to section 5.5 of the organization's bylaws, st. Francis medical center or commonspirit health may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and its president and the chief executive officer of the organization, recommend such other or different actions as it deems appropriate. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“Once the return is prepared, the return is reviewed by the ceo. After any necessary revisions are made, the return is provided to the board members electronically prior to filing with the internal revenue service. Subsequent to the return being provided to the board, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - employed physicians and advanced practice providers - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org.”

“Document retention and destruction policy: the document retention and destruction policy is more of an operational policy. These types of policies usually do not go to the board of directors. This has not been adopted by the board of directors.”

“Payments to vendors for entities that are part of commonspirit health are made by commonspirit health. Therefore, no forms 1099 are issued by healthcare and wellness foundation. Commonspirit health files the forms 1099 and complies with the backup withholding rules for reportable payments to vendors and game winnings. The forms 1099 issued on behalf of healthcare and wellness foundation are reported to the irs.”

“Other fees: program service expenses 51,904. Management and general expenses 3,187. Fundraising expenses 0. Total expenses 55,091.”

“Assets reclassed from restriction to unrestricted -431. Transfer from affiliates-st. Francis medical center 58,122.”