Commonspirit Oregon

“Pursuant to section 8.6 of the bylaws of commonspirit oregon, the executive committee is composed of the board chair, the board vice chair, the president and ceo, each of whom shall serve as an ex officio voting member of the executive committee, and two voting members appointed by the board of directors. Each individual appointed to the executive committee shall serve for a term of one year or until his or her successor is duly appointed by the board of directors. The executive committee shall consist of only directors of the corporation. Pursuant to section 8.1 of the corporation's bylaws, committees, such as the executive committee, that are granted the authority to act on behalf of the board of directors may include only directors of the corporation. Further, pursuant to section 8.6 of the corporation's bylaws, the executive committee has and may exercise such powers as may be delegated to it by the board of directors. The executive committee also possesses the power to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of directors.”

“Commonspirit oregon has delegated limited control over management duties for certain hospital departments to the following management companies: professional management of oregon, llc, cep america, douglas medical group, stewart parkway medical group, umpqua medical group and evergreen family medicine, pc. The surgical and emergency areas are managed by these management organizations. The management companies have their own employees that they hire, fire and supervise. Tim powell, as ceo of evergreen family medicine, pc, provides executive leadership services to centennial medical group east dba evergreen family medicine, a disregared entity of centennial medical group. During calendar year 2023 tim powell received $726,708 as compensation for his services to commonspirit oregon and centennial medical group. No other current or former officer, director, etc. Have received compensation from the management companies during the 2023 calendar year.”

“According to the bylaws of commonspirit oregon the entity's sole member is commonspirit health, a colorado nonprofit organization.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the senior vice president of operations. 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. (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.”

“The organization's corporate member is commonspirit health. Pursuant to section 5.4 of the organization's bylaws, the corporate member shall have the specific rights set forth in the governance matrix. 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 commonspirit oregon - amendment of the corporate documents of the commonspirit oregon - approve members of the commonspirit oregon board - removal of a member of the governing body of the commonspirit oregon - approval of issuance of debt by commonspirit oregon - approval of participation of commonspirit oregon in a joint venture - approval of formation of a new corporation by commonspirit oregon - approval of a merger involving the commonspirit oregon - approval of the sale of all or substantially all of the assets of the commonspirit oregon - to require the transfer of assets by the commonspirit oregon 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 commonspirit oregon pursuant to section 5.5.2 of the organization's bylaws, 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.”

“Once the return is prepared, the return is reviewed by the chief financial officer and controller. A copy of the draft return is made available to board members that would like to review it. Subsequent to the review by the cfo, 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.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - employed physicians and advanced practice providers - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“For leadership positions with substantial influence (including the president/ceo), compensation is presented to the organization's executive committee for approval of base pay increases and incentive achievement. Compensation for other officers and key employees of the organization is established by commonspirit health compensation using external compensation surveys or studies containing comparable data for similarly situated organizations, both taxable and tax exempt for similar job responsibilities. Commonspirit's board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for setting reasonable compensation practices for certain executives within the organization. The human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be used in determining variable compensation. The human resources and compensation committee also engages an independent consultant and financial legal counsel to validate the organization's benchmarking approach and reasonableness of the total compensation and benefits packages for certain executives. Appropriate comparable data is obtained by the commonspirit health compensation department from independent third-party salary surveys, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities) for all other staff and leadership roles. The documentation of compensation decisions includes (a) the decision made and the date approved; and (b) the comparability data obtained and relied upon by the compensation department and the sources from which the data was obtained.”

“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.”

“Commonspirit oregon has not formally adopted a written policy or written procedure regarding joint ventures. However commonspirit health's system-wide joint venture model operating agreement incorporates controls over the venture sufficient to ensure that (1) the exempt organization at all times retains control over the venture sufficient to ensure that the partnership furthers the exempt purpose of the organization; (2) in any partnership in which the exempt organization is a partner, achievement of exempt purposes is prioritized over maximization of profits for the partners; (3) the partnership does not engage in any activities that would jeopardize the exempt organization's exemption; and (4) returns of capital, allocations, and distributions must be made in proportion to the partners' respective ownership interests. Any joint venture agreements that do not conform to the model agreement are generally reviewed by counsel.”

“12 bed behavioral health unit opened in may 2024.”

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

“Consulting: program service expenses 390,508. Management and general expenses 20,553. Fundraising expenses 0. Total expenses 411,061. Contract services: program service expenses 11,862,042. Management and general expenses 1,318,005. Fundraising expenses 0. Total expenses 13,180,047. Contract labor: program service expenses 22,757,011. Management and general expenses 1,197,737. Fundraising expenses 0. Total expenses 23,954,748. Purchased services: program service expenses 12,238,708. Management and general expenses 550,124. Fundraising expenses 0. Total expenses 12,788,832. Other fees for services: program service expenses 10,362,331. Management and general expenses 545,386. Fundraising expenses 0. Total expenses 10,907,717.”

“Affiliate transfers to mercy services corp -545,926.”