Total Healthcare

“The sole corporate member of total healthcare is chi colorado ("chic"), a colorado non-profit organization.”

“According to section 6.4 of the entity's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. Prior to each annual meeting of the corporate member, or such other meeting called for the purpose of appointing directors of the corporation, the nominating committee shall select and submit to the board of directors a slate of nominees qualified to serve on the board of directors of the corporation. The board of directors shall review the names and qualifications of each individual on the recommended slate and shall vote to accept or refuse each nominee. The names and qualifications of each individual accepted by the board of directors shall then be submitted to the corporate member, who shall then appoint or refuse each nominee in accordance with the corporate member's bylaws. Notwithstanding anything in these bylaws to the contrary, 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 in accordance with this section.”

“The organization's corporate member is chi colorado ("chic"). Pursuant to the organization's bylaws, both chic and commonspirit health (chic's sole corporate member) have the specific rights set forth in the governance matrix. Pursuant to the governance matrix the following rights area held by total healthcare' board: -approve members of total healthcare board -amendment of the corporate documents of total healthcare -approve removal of a member of the governing body of total healthcare -adoption of long range and strategic plans for total healthcare pursuant to the governance matrix 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 total healthcare -amendment of the corporate documents of the total healthcare -approve members of the total healthcare board -removal of a member of the governing body of the total healthcare -approval of issuance of debt by total healthcare -approval of participation of total healthcare in a joint venture -approval of formation of a new corporation by total healthcare -approval of a merger involving the total healthcare -approval of the sale of all or substantially all of the assets of the total healthcare -to require the transfer of assets by the total healthcare to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. *adoption of long range and strategic plans for total healthcare pursuant to the organization's bylaws, total healthcare and commonspirit health may, in exercise of its approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and the president and 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.”

“A draft of the form 990 is made available to the top financial official for consideration and review prior to filing with the irs.”

“The organization has adopted the coi policy of commonspirit mountain region (fka centura health corporation). The policy reads as follows: 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 dillegence, 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 conflicts of interest policy: 5.1 if the board or boa”

“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 healths' consolidated audited financial statements that are available at www.commonspirit.org.”

“Payments to vendors for entities that are part of commonspirit mountain region are made by commonspirit mountain region. Therefore, no forms 1099 are issued by total healthcare. Commonspirit mountain region 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 total healthcare are reported to the irs.”

“Equity transfer to chi colorado -8,451,222.”