St Josephs Elder Services Inc

“The executive committee shall have the authority to accomplish those tasks assigned by the board of directors and to transact the essential business of the board, provided that no action taken at meetings shall be in conflict with board policies. Special committees may be appointed and shall have only such power to act as may be specifically conferred by the chairman of the board of the board.”

“The sole member of this corporation is franciscan sisters of christian charity sponsored ministries, inc., a wisconsin corporation ("the member").”

“The franciscan sisters of christian charity sponsored ministries, inc., shall appoint the board of directors and may remove a director at any time.”

“The franciscan sisters of christian charity sponsored ministries, inc., a wisconsin non-stock, non profit corporation has the following reserved powers over st. Joseph's elder services, inc.: a) approval of the philosophy, mission and values statements of the corporation. B) amendment of articles of incorporation and by-laws of the corporation. C) appointment and removal of members of the board of directors. D) approval of the creation and dissolution of this corporation or any subsidiary corporations, as well as approval of any merger, consolidation, affiliation, joint venture or other form of corporate reorganization of this corporation or any subsidiary of which this corporation is the member or controlling shareholder. E) appointment, evaluation and discharge of the president of the corporation. F) approval of borrowing in excess of the limit established by the member. G) approval of purchase, mortgage or sale of real estate, or lease of real estate, by or to the corporation for longer than one year. H) implementation of sponsor appointment, salary negotiation, and reassignment processes for franciscan sister personnel within this corporation. I) approval of capital and operating budgets. J) requirement of a certified audit of corporate funds at any time and approval of the fiscal auditor of the corporation annually. K) approval of all insurance carriers and insurance coverage for the corporation. L) approval of long-range or strategic plans of the corporation.”

“The 990 will be reviewed and approved by the administrator. Following the review of the form 990 by the administrator, copies will be provided to the board members.”

“On an annual basis, each director will execute and deliver to sjes a disclosure regarding conflict of interest. At any time during the year if a new conflict arises, the corporate compliance officer shall be notified and a new disclosure form is filed with the corporate compliance officer. Before any action is taken at any board of directors meeting, the board shall identify whether any director (insider) has a financial interest in the matter being acted on (the arrangement). Based on the facts surrounding the conflict, the board shall determine if it results in a true conflict of interest. All conflicts of interest and potential conflicts of interest shall be documented in the board minutes.”

“Comparable data is reviewed to determine compensation for both the administrator and certified nursing officer. The board reviews and approves the compensation for both.”

“Sjes makes all documents available to the public upon request.”

“Other professional fees: program service expenses 5,349. Management and general expenses 237,494. Fundraising expenses 0. Total expenses 242,843. Agency staffing clinical: program service expenses 1,245,062. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,245,062.”

“An independent board member of st. Joseph's elder services represents the organization on its member's system audit committee. The system audit committee is composed of one independent board member of the member and one independent board member of each related organization. The committee's purpose is to assist in the assurance of the quality and integrity of the financial reports. Specific responsibilities of the committee include reviewing and recommending the selection of the independent auditors, discussing the scope and plan of the engagement with the auditors, and reviewing the annual reports and required communications provided by the auditors. This process has not changed from the prior year.”