Portercare Adventist Health System

“Pursuant to article iv of the bylaws of portercare adventist health system, the board of trustees may, by resolution or resolutions passed by a majority of the trustees thereof, appoint an executive committee or such other committees for any purpose and delegate to such committees any of the powers and authority of the board of trustees as is permitted by law. Colorado law precludes a committee of the board from (i) authorizing distributions; (ii) approving or proposing to the member actions that articles 121-137 of title 7 of the colorado revised statutes require to be approved by the member; (iii) amending the corporation's amended and restated articles of incorporation; (iv) adopting, amending or repealing the bylaws; (v) approving a plan of merger not requiring approval of the member; or (vi) approving a sale, lease, exchange or other disposition of all, or substantially all, of its property, with or without good will, otherwise than in the usual and regular course of business subject to approval of the member. Such committees shall have the power to act only in intervals between meetings of the board of trustees and shall, at all times, be subject to the control of the board of trustees. The board of trustees, or if the board does not act, the committees, shall establish rules and regulations for meetings and shall meet at such times as are deemed necessary, provided that a reasonable notice of all meetings shall be given to committee members. No act of a committee shall be valid unless approved by the vote or written consent of a majority of its members. Committees shall keep regular minutes of proceedings and report the same to the board from time to time as the board may require.”

“The sole corporate member of pahs is adventist health system sunbelt healthcare corporation (ahs), a florida nonprofit corporation.”

“Ahs, the sole corporate member, has the power to appoint or remove the members of the governing body.”

“The corporate member, ahs, acting through the board of trustees, maintains all rights permitted to be exercised by directors of a colorado corporation except as limited by the organizations' articles, bylaws, or affiliation agreement with catholic health initiatives (chi). The agreement of both ahs and chi is required for certain significant decisions involving centura facilities. In addition, pursuant to the affiliation agreement between chi, chic, centura health corporation, and portercare adventist health system, certain matters affecting chic must be approved by both portercare and chi. Those items include: - the transfer of assets valued at over $1,000,000 - the issuance of a debt instrument in excess of $250,000 - the amendment of the organizing documents - the admission of a new sponsor - a merger or dissolution or reorganization - settlement of legal proceedings in excess of $2,000,000 - capital expenditures in excess of $2,000,000”

“A draft of the form 990 is provided to management, including the cfo, for review. The return is e-mailed to the entire board for review prior to filing. After presentation to the board, the tax department files the return with the appropriate federal agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.”

“Portercare adventist health system has adopted centura health's conflict of interest policy: 1. Conflict of interest policy 1.1 consistent with centura integrity standards, it is policy that each board of trustee member, corporate officer, and key employee act at all times in a manner that is consistent with centura's mission and values based service to the community and exercise care that he or she does not have any personal interest which might conflict with or appear to conflict with the interest of centura or which might influence their judgment or actions in performing their duties. 1.1.1 in connection with an actual or possible transaction or arrangement involving centura, any board member, corporate officer, or key employee who has a direct or indirect financial interest must disclose and be given the opportunity to share all material facts with the board considering the proposed transaction or arrangement. 1.1.2 board members, corporate officers, and key employees are also required to disclose any possible conflicts on an annual basis through the conflict of interest questionnaire. 2. Procedure for disclosing and reviewing transaction or arrangement conflict of interests: 2.1 board members, corporate officers, and key employees that have a financial interest in any actual or possible transaction involving centura are required to disclose the financial interest. 2.1.1 in order to determine if a conflict of interest exists, the individual who is considered to have a financial interest may make a presentation at the board or board committee meeting. After such presentation, the individual shall leave the meeting for discussion and a vote on the issue. 2.1.2 after exercising due dillegence, the board or board committee shall determine whether centura can obtain a more advantageous transaction with reasonable efforts from another person or entity. If a more advantageous transaction is not reasonably attainable, the board or board committee shall determine by a majority vote of the disinterested members whether the transaction is in centura's best interest and is fair. 3. Procedure for disclosing and reviewing other conflict of interests: 3.1 board members, corporate officers, and key employees shall also disclose in advance to centura leaders any non-transactional actions or relationships that have the potential to create a conflict of interest. 3.1.1 the board or board committee shall carefully review and scrutinize any conflict of interest. By a majority vote of the disinterested members, the board shall take whatever action is deemed appropriate with respect to the board member, corporate officer, or key employee under the circumstances, including possible corrective action, in order to best protect the interests of centura. 3.1.2 on an annual basis, board members, corporate officers, and key employees will also be sent an email requesting they complete the board member and corporate officer conflict of interest questionnaire by the specified due date in the email. 3.1.3 the corporate responsibility department shall notify the chairperson of the board of any potential conflicts and the chairperson, or designee, shall perform further investigation as he or she deems appropriate. 4. Record of proceedings: 4.1 the minutes of the board and board committee shall contain: 4.1.1 the names of persons who disclosed or otherwise were found to have a financial interest and the nature of the financial interest. 4.1.2 the names of persons who were present for discussions and votes relating to any financial interest, the content of the discussion, including any alternatives, and a record of the board or board committee decision. 5. Violations of the conflicts of interest policy: 5.1 if the board or board committee has reasonable cause to believe that an individual has failed to disclose either an actual or potential conflict of interest, or all material facts surrounding an actual or possible conflict, the individual will be given a c”

“Outside consultants are engaged to provide recommendations to centura's compensation committee regarding the compensation of facility ceos and centura senior executives. The consultant's recommendations are then presented to, considered by, and approved by the compensation committee. Centura's human resources department performs analyses of the market to determine compensation ranges for the remainder of centura associates which are reviewed and approved by centura's senior leadership.”

“SEE ABOVE”

“Portercare adventist health system has not formally adopted a written policy or written procedure regarding joint ventures. However, adventist health system's (ahs) system-wide joint venture model operating agreement incorporates controls over the venture sufficient to ensure that (1) the exempt organizations, at all times, retains control over the venture sufficient to ensure that the partnership furthers the exempt purpose of the organization; (2) in any partnership in which the exempt organization is a partner, achievement of exempt purposes is prioritized over maximization of profits for the partners; (3) the partnership does not engage in any activities that would jeopardize the exempt organization's exemption; (4) returns of capital, allocations, and distributions must be made in proportion to the partners' respective ownership interests; and (5) all contracts entered into by the partnership with the exempt organization must be at arm's length, with prices set at fair market value.”

“The organization's governing documents are available on the colorado secretary of state's website. The conflict of interest policy and financial statements are not available to the public.”

“Other fees for services - total expense: 68302093, program service expense: 45554666, management and general expenses: 22747427, fundraising expenses: ; physician fees - total expense: 29418876, program service expense: 29418876, management and general expenses: , fundraising expenses: ; nurse fees - total expense: 3995542, program service expense: 3995542, management and general expenses: , fundraising expenses: ;”

“Transfers to affiliates - -4995200; minority interest distributions - -1205529;”