Catholic Health Initiatives Colorado

“Pursuant to section 6.1 of the organization's bylaws, the board 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 corporation. Except as otherwise provided in the organization's bylaws, the board may set the qualifications for membership on any committee it may establish, provided that each committee shall consist of at least three directors of the corporation. 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. Minutes of all committee meetings shall be recorded and copies of such minutes shall be provided to the board of directors. Actions of committees shall be reported to the full board of directors, but actions of committees which include persons other than directors, shall be subject to ratification by the full board of directors. No committee shall have the authority of the board in reference to electing, appointing, or removing any member of any board committee or officer of the corporation; removing a director, amending or restating the bylaws or articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially of the property and assets of the corporation; authorizing the dissolution of the corporation or revoking proceeding therefore; adopting a plan for the distribution of assets of the corporation; or amending, altering, or repealing any resolution of the board. The designation and appointment of an executive committee and the delegation thereto of authority shall not operate to relieve the board of directors or any individual director of any responsibility imposed upon it or him by law.”

“The organization's sole corporate member is catholic health initiatives - colorado, a colorado nonprofit corporation.”

“Pursuant to section 4.1.3 of the foundation's bylaws, each hospital foundation (the "local foundation") that is operated as a part of the corporation shall nominate up to two individuals to serve as directors of the corporation. Such nominations shall be submitted to the member for election to the board. Pursuant to section 4.2 of the foundation's bylaws, directors shall be elected by the member. Vacancies due to death, resignation, removal or otherwise shall be filled in the same manner. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. In addition, pursuant to section 4.3 of the foundation's bylaws, directors may be removed from the board, with or without cause, at any time by the member. In addition, a director may also be removed from the board with or without cause by the affirmative vote of two-thirds (2/3) of the members of the board present at a meeting duly called for such purpose with the approval of the member.”

“Catholic health initiatives colorado foundation's (chicf) sole corporate member is catholic health initiatives - colorado (chic). Pursuant to section 3.2 of the organization's bylaws, chic shall: (a) appoint and remove the board of directors of chicf; (b) approve the appointment of the president of chicf; (c) approve any promissory note or debt instrument or guaranty any indebtedness by or on behalf of chicf in excess of $250,000 or any capital lease with future payments in excess of $250,000; (d) alter, amend, restate or repeal the articles of incorporation, bylaws or mission statement of chicf; (e) approve a plan of merger, dissolution, consolidation or corporate reorganization involving chicf; (f) approve the transfer of assets to entities other than chic or an entity controlled by, controlling, or under common control with chic, except for transfers of assets of chicf previously approved by chic;and (g) carry out all rights conferred by law upon the member of a nonprofit corporation.”

“Once the return is prepared, the stewardship committee oversees the review of the form 990, after which it is then presented to the board for approval. Subsequent to presentation to the stewardship committee, 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.”

“1. Conflict of interest policy: 1.1 consistent with commonspirit mountain region's 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 commonspirit mountain region'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 commonspirit mountain region 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 commonspirit mountain region, 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 commonspirit mountain region 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 diligence, the board or board committee shall determine whether commonspirit mountain region 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 commonspirit mountain region'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 commonspirit mountain region 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 commonspirit mountain region. 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 organization's conflict 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”

“The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org.”

“Catholic health initiatives colorado foundation solicits and administers donations that benefits the charitable health care and retirement home services provided by catholic health initiatives facilities in colorado.”

“Change in value of split interest 166,390. Grant adjustment -82,881. Affiliate transfers 2,241,653.”