Set of Colorado Springs

“The organization's officers and executives are paid by centura health corporation. Outside consultants are engaged to provide recommendations to centura's compensation committee regarding the compensation of facility ceo's and centura senior executives. The consultant's recommendations are then presented to 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.”

“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 President, the Treasurer and the Secretary, each of whom shall serve as an ex officio voting member of the Executive Committee. 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 or an individual who is an ex officio director or appointed to office by the President shall serve for so long as he/she holds office. 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. Except as provided by law, the Executive Committee shall have and may exercise such powers as may be delegated to it by the Board of Directors. Additionally, the Executive Committee shall have and may exercise such powers to transact routine business of the Corporation in the interim period between regularly scheduled meetings of the Board of Directors, provided that such actions taken shall be consistent with and not conflict with any actions or policies of the Board of Directors or of the Corporate Member, with these Bylaws, or with applicable law. All actions taken by the Executive Committee shall be promptly reported to the Board of Directors at the next regular or annual meeting of the Board of Directors. The Executive Committee shall meet at such times as shall be determined by the Chairperson. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board of Directors at each regular meeting of the Board.”

“The sole member of the corporation shall be chi colorado ("chic"). Chic is a tax-exempt colorado corporation (the "corporate member"). Commonspirit health is the sole corporate member of chic and is also a tax-exempt colorado corporation.”

“CHI COLORADO ("CHIC"), A COLORADO NON-PROFIT CORPORATION, IS DESCRIBED IN SET of Colorado Spring's BYLAWS AS THE "CORPORATE MEMBER." THE CORPORATE MEMBER HAS THE POWER TO APPOINT, REMOVE OR REPLACE THE MEMBERS OF THE BOARD OF DIRECTORS.”

“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 SET of Colorado Springs' board: * Approve members of SET of Colorado Springs board * Amendment of the corporate documents of SET of Colorado Springs * Approve removal of a member of the governing body of SET of Colorado Springs * Adoption of long range and strategic plans for SET of Colorado Springs 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 SET of Colorado Springs * Amendment of the corporate documents of the SET of Colorado Springs * Approve members of the SET of Colorado Springs board * Removal of a member of the governing body of the SET of Colorado Springs * Approval of issuance of debt by SET of Colorado Springs * Approval of participation of SET of Colorado Springs in a joint venture * Approval of formation of a new corporation by SET of Colorado Springs * Approval of a merger involving the SET of Colorado Springs * Approval of the sale of all or substantially all of the assets of the SET of Colorado Springs * To require the transfer of assets by the SET of Colorado Springs 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 SET of Colorado Springs Pursuant to Section 5.4 of the organization's bylaws, SET of Colorado Springs 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 reviewed by management and made available to the top financial official for consideration and review prior to filing with the irs.”

“Centura health corporation ("chc") manages the daily activities of the organization under a joint operating agreement between the advent healthcare system and commonspirit health. The organization has adopted the coi policy of chc. The policy reads as follows: 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 diligence, 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 fa”

“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.”

“The top management official was compensated by centura health corporation, an unrelated tax -exempt organization, who manages the daily activities of the organization, under a joint operating agreement between the advent healthcare system and commonspirit health. Compensation amounts for the top management official are paid by centura and are shown on part vii due to his officer responsibilities for the filing organization, but only a portion of his time is related to the filing organization.”

“Recovery of prior year write-offs - 135;”