Regional Hospital for Respiratory and Complex Care

“The sole corporate member of regional hospital for respiratory and complex care is franciscan health system.”

“Per sec. 5.6 of the by-laws, the corporate member has the power to appoint three persons to serve on the board of directors of the corporation. (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.”

“Per sec 4.4 of the by-laws, the corporate member has the following reserved powers: (a) amend the organizational documents of the corporation or any of its subsidiaries as necessary for the corporation or any of its subsidiaries to remain in compliance with the erds, to avoid jeopardizing the tax exempt status of the corporation or any of its subsidiaries; (b) incur any debt, including without limitation, guarantees, loans, encumbrances and leases or make any loan to, or guarantee any agreement or obligation of, any third party; (c) merge or consolidate the corporation or any of its subsidiaries, create any new corporation, partnership, limited liability company or other joint venture or entity involving the corporation or any of its subsidiaries; (d) sell or dispose of all or substantially all of the assets of the corporation or any of its subsidiaries, dissolve the corporation or any of its subsidiaries or alter the tax status of the corporation or any subsidiary; (e) file any voluntary petition in bankruptcy, consent to any filing of any involuntary petition in bankruptcy, file any petition seeking, or consenting to, reorganization or relief under any applicable law relating to bankruptcy or insolvency, consenting to appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official), or make any general assignment for the benefit creditors; or (f) institute litigation, or compromise, or settle any litigation involving the corporation or any of its subsidiaries. (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.”

“No review was or will be conducted.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to maintain the integrity of its activities. The policy applies to the following persons ("covered persons"): members of the commonspirit health ("commonspirit") board of stewardship trustees and its committees; commonspirit health corporate officers; members of the dignity health board of stewardship trustees and its committees. In addition, the policy applies to organizations that were affiliates and subsidiaries of commonspirit health prior to its affiliation with dignity health ("chi entities"). Covered persons of chi entities include: members of any chi entity direct affiliate or subsidiary board and their committees; employees of chi entities; and chi entity researchers (as defined by the policy). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined coi disclosure review process. All covered persons are required to disclose actual or potential conflicts and must disclose that conflict to his/her direct manager (or other person as is appropriate per policy). Such disclosure is required on a transactional basis at the time such conflicts arise, when an individual becomes a covered person (e.g. Upon hiring or board appointment), and annually thereafter. Disclosures of perceived, potential or actual conflicts are initially reviewed by national or regional legal or corporate responsibility team members to determine whether an actual or potential conflict may exist. If it is determined that a potential or actual conflict exists, issues are elevated to the board executive committee or board chair (for board or officer conflicts), or the conflicts of interest review committee (for any other conflict). The procedures for addressing a conflict related to a proposed transaction in the case of governing bodies or a corporate officer include, but are not limited to 1) disclosure to the board, 2) the trustee or corporate officer being excused from the meeting during discussion and vote on the conflict of interest (although he or she may respond to pertinent questions if the knowledge is relevant), and 3) board approval of the transaction by a majority of disinterested members. In addition, boards carefully review and scrutinize any non-transactional conflicts of interest. In such circumstances, by a majority vote of the disinterested trustees, the board takes whatever action is deemed appropriate. For conflicts not involving a board member or officer, the conflicts of interest review committee ("c-circ") will facilitate a coi management plan to mitigate the conflict if adequate controls aren't already in place. Notwithstanding the foregoing, at its sole discretion, an entity may reject a person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential conflict of interest.”

“Form 990, part vi, line 15a: the compensation for the organization's top management official is established by chi franciscan health, a related organization. All executive compensation arrangements with any person of substantial influence are subject to review and approval by the board of directors, or an authorized committee of the board, in accordance with the executive compensation review policy. Executive compensation arrangements with any physician who is a person of substantial influence are not subject to this policy, but shall be reviewed and approved in accordance with the system's physician transaction review policy. Form 990, part vi, line 15b: compensation amounts for executives and key employees are established by chi franciscan health, a related organization. All executive compensation arrangements with any person of substantial influence are subject to review and approval by the chi-fh board of directors, or an authorized committee of the board, in accordance with the executive compensation review policy. Executive compensation arrangements with any physician who is a person of substantial influence are not subject to this policy, but shall be reviewed and approved in accordance with the system's physician transaction review policy.”

“Regional hospital makes its form 990 and form 1023 available to the public in accordance with the public disclosure requirements of the internal revenue code. At present the organization does not make its conflict of interest policy available to the public. 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 or www.catholichealthinitiatives.org.”

“Effective may, 18, 2020, regional hospital for respiratory and complex care merged into highline medical center, a related 501c3 organization.”

“Other fees: program service expenses 1,896,371. Management and general expenses 100,092. Fundraising expenses 0. Total expenses 1,996,463.”

“Capital transfers -541,985.”