Avera Granite Falls

“Julie Lautt, Mary Maertens, Debbie Streier and Dr. Mark Eakes have a business relationship.”

“The sole member of the Corporation is Avera Marshall, a nonprofit corporation organized and existing under the laws of the State of Minnesota and exempt under 501(c)(3) of the Internal Revenue Code of 1986, as amended.”

“Avera Marshall as the sole member, has the power to appoint and remove, with or without cause, members of the board of directors.”

“Avera Marshall, the Member of Avera Granite Falls, has the exclusive right: (a) To approve the adoption, amendment or repeal of the statements of philosophy, mission and values of the Corporation, provided that any such amendments or repeal shall be consistently applied systemwide to all similarly situated affiliates of the Member. (b) To approve the adoption, amendment or repeal of any provision of the Articles of Incorporation or Bylaws of the Corporation; provided that any such amendments impacting the composition or powers of the Board of Directors of the Corporation, including its Community Directors, shall be recommended or approved by a supermajority of the Board of Directors pursuant to Section 4.14. (c) To appoint and/or remove, with or without cause, the President and Chief Executive Officer of the Corporation. (d) To appoint and remove members of the Board of Directors of the Corporation recommended for appointment by the Governance Committee and the Board of Directors; provided that (i) the Member's exercise of its approval authority with respect to a candidate for Community Director shall be considerate of the recommendation made by the Board of Directors and may not be arbitrarily or unreasonably withheld; and (ii) an appointed Community Director may not be removed by the Member absent the Community Director's significant illegal conduct, or conduct by or status of the Community Director that causes clear jeopardy to the corporation's continuing exemption under Section 501(c)(3) of the Internal Revenue Code. (e) To appoint and/or remove, with or without cause, the Administrator of the Corporation, subject to: (i) prior mutual agreement between the Member and the Board of Directors regarding the process of selecting the Administrator; (ii) the approval by the Board of Directors of the candidate proposed by the Member for appointment to be Administrator; and (iii) consultation by the Member with the Board of Directors prior to the Member's removal of the Administrator. Notwithstanding the foregoing and any other provision of these Bylaws to the contrary, if after consulting with the Member, the Board of Directors determines to remove the Administrator, then the Member will carry out such removal following such consultation. (f) To approve operating/capital budgets and strategic plans of the Corporation following a recommendation of the Board of Directors. (g) To approve expenditures recommended by the Board of Directors outside of operating and capital budgets exceeding defined thresholds according to policy which may be adopted from time to time by the Member. (h) To approve any acquisitions, merger, consolidation, liquidation, or dissolution of the Corporation (including the plan of dissolution), sale or lease, or other transfer, or mortgage or other grant of security interest (except as pledged through Section 2.2(o) and (p)), of or in, all or substantially all of the assets of this Corporation, following a recommendation of a supermajority of the Board of Directors pursuant to Section 4.14. (i) To establish and maintain employee benefit programs. (j) To establish and maintain insurance programs. (k) To approve major community fund drives. (l) To approve the appointment of auditors. (m) To adopt policies designed to effectuate the reserved powers of the Member not inconsistent with these Bylaws. (n) To initiate and give final approval to equity and asset transfers by and between the Member and the Corporation and any affiliates or subsidiaries of the Member; provided that any such transfers in excess of $1,000,000 per year from the Corporation shall be approved by a supermajority of the Board of Directors pursuant to Section 4.14. (o) To initiate and give final approval to (i) any and all issuances of obligations under any existing or future master indentures binding the Corporation, any indebtedness (including, without limitation, capitalized leases) in excess of dollar thresholds as may be from time to time es”

“There are no committees with the authority to act on behalf of the governing body.”

“The Form 990 is reviewed by the Avera Health VP of Financial Reporting, Tax Manager, Facility CEO and Finance Committee (if applicable). After initial review the Form 990 is made available to the Board and other Operation Finance Leaders.”

“The conflict of interest policy covers board members, officers and key employees. At each board meeting, a request is made for all board members to disclose any potential conflict of interest pertaining to any item listed on the agenda or pertaining to any potential item that could be discussed during the course of the meeting. The declaration of conflict of interest is recorded in the meeting minutes. The board makes a determination of whether there is a conflict of interest and if so, implements the procedure for evaluating the issue or transaction involved. The board member or officer with the conflict must refrain from voting. A statement of conflict of interest disclosure is made on an annual basis by officers and directors. The information is maintained in a database and a report is provided to the board.”

“The CEO and CFO-Avera Health are compensated by Avera Health. Annually the Compensation Committee of Avera Health, which is comprised of six (6) System Members appointed by the Religious Orders, meets with an independent consultant regarding fair market value of officers and key employees. The Compensation Committee approves all salaries based on comparable data and documents the basis for their decision in meeting minutes. Depending on the individual's role with the organization, some officers are compensated by Avera Granite Falls.”

“The organization's governing documents and conflict of interest policy are not made available to the general public. The Organization's financial statements are attached to the Form 990 per IRS instructions and therefore available to the general public.”

“The organization's website is: avera.org/locations/avera-granite-falls-health-center/”

“Purchased Services: Program service expenses 3,693,070. Management and general expenses 20,712. Fundraising expenses 0. Total expenses 3,713,782. Medical Prof Fees: Program service expenses 51,517. Management and general expenses 0. Fundraising expenses 0. Total expenses 51,517. Repairs and Maintenance: Program service expenses 518,284. Management and general expenses 236,567. Fundraising expenses 0. Total expenses 754,851. Centralized Services: Program service expenses 624,324. Management and general expenses 1,519,752. Fundraising expenses 0. Total expenses 2,144,076.”

“Change in Interest in Avera Foundation -244,184.”

“The Audit Committee of Avera Health, parent organization, selects the auditor and reviews the consolidated audited financial statements for Avera Health, which includes Avera Granite Falls.”

“Avera Granite Falls is part of the Avera Obligated Group which consists of Avera Health, Avera McKennan, Avera St. Luke's, Avera Queen of Peace, Avera Sacred Heart, Avera Marshall, Avera St. Mary's, Avera St. Anthony's, Avera St. Benedict, Avera Holy Family, Avera Tyler, Avera Granite Falls, Avera Gettysburg and Avera at Home. Avera Granite Falls was not allocated any share of the bond issue, and thus does not have an amount on line 20.”