Chi Memorial Hospital - Georgia

“Pursuant to section 8.6 of the bylaws of chi memorial - georgia, the executive committee shall consist of only directors of the corporation and shall be composed of the chairperson of the board, the vice chairperson of the board, the immediate past chairperson of the board, the president and chief executive officer, and the secretary, with one (1) or two (2) other directors; provided that the executive committee shall include: (1) to the extent possible, at least one member of a participating congregation or other religious institute of the roman catholic church, and (2) at least one director who is a physician member of the medical staff. Each individual appointed to the executive committee shall serve for a term of one (1) year or until his or her successor is duly appointed by the board of directors. Any vacancy of an appointed executive committee membership may be filled for the unexpired portion of the term in the manner that the original committee member was appointed. Pursuant to section 8.1 of the corporations bylaws, the board of directors may, by resolution adopted by a majority of the directors then in office, establish one or more committees, as needed or required to conduct and transact the business of the corporation. Except as otherwise provided in these bylaws, the board of directors may set the qualifications for membership on any committee it may establish; provided that each committee shall consist of at least two (2) boardmembers. Committees may include persons other than directors, except that a committee that has the authority to act on behalf of the board of directors must include only directors of the corporation. Committee members shall serve for a term of one (1) year or until their successors are duly appointed and qualified. Further, pursuant to section 8.6 of the corporation's bylaws, the executive committee has and may exercise such powers as may be delegated to it by the board of directors. The executive committee also possesses the power to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of directors.”

“According to the bylaws of chi memorial - georgia the entity's sole member is commonspirit health, a colorado nonprofit organization.”

“According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30th 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 and with endorsement of the senior vice president of operations. The corporate member may at any time remove, with or without cause, any member of the board of directors.”

“The organization's corporate member is memorial health care system ("mhcs"). Pursuant to the organization's bylaws, both mhcs and commonspirit health (mhcs'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 mhcs board: *approve members of the chi memorial - ga board *amendment of the corporate documents of the chi memorial - ga *approve removal of a member of the governing body of the chi memorial - ga *adoption of long range and strategic plans for the chi memorial - ga the following rights are reserved to the commonspirit health board directly or through powers delegated to the commonspirit health chief executive officer: *substantial change in the mission or philosophy of the chi memorial - ga *removal of a member of the governing body of the chi memorial - ga *approval of issuance of debt by chi memorial - ga *approval of participation of chi memorial - ga in a joint venture *approval of formation of a new corporation by chi memorial - ga *approval of a merger involving the chi memorial - ga *approval of the sale of all or substantially all of the assets of the chi memorial - ga *to require the transfer of assets by the chi memorial - ga to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. Pursuant to section 5.5.2 of the organization's bylaws, mhcs 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.”

“After the return is prepared it is then reviewed by chi memorial hospital - ga's fiscal services department and its chief financial officer. Prior to filing, a copy of the return is provided to each member of the board electronically. Subsequent to presentation 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 policy while the organization does have a written document retention and destruction policy it has not been formally adopted by the board.”

“During fiscal year 2024, the entity engaged spectrum health partners llc to provide chief financial officer services. A related organization, memorial health care system, compensated spectrum health partners llc for the services provided by rhonda mccabe. The organization is not aware of the amount of compensation paid by spectrum health partners to rhonda mccabe.”

“Payments to vendors payments to vendors for entities that are part of commonspirit health are made by commonspirit health. Therefore, no forms 1099 are issued by chi memorial health - ga. 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 chi memorial health - ga are reported to the irs.”

“Other fees for services: program service expenses 1,220,287. Management and general expenses 61,760. Fundraising expenses 0. Total expenses 1,282,047. Contract services: program service expenses 566,394. Management and general expenses 62,933. Fundraising expenses 0. Total expenses 629,327. Contract labor: program service expenses 2,878,380. Management and general expenses 151,494. Fundraising expenses 0. Total expenses 3,029,874. Purchased services: program service expenses 801,124. Management and general expenses 42,164. Fundraising expenses 0. Total expenses 843,288.”

“Intercompany eliminations 82,072,975.”