Mercy Foundation Inc.

“Pursuant to section 8.6 of the bylaws of mercy foundation, inc., the executive committee is composed of the board chair, the board vice chair, the president and ceo, and the president and ceo of mercy medical center, inc. (the sole corporate member), 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 year or until his or her successor is duly appointed by the board of directors. 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.”

“According to the bylaws of mercy foundation, inc., the entity's sole member is mercy medical center, inc., an oregon nonprofit corporation.”

“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 mercy medical center, inc.. Pursuant to section 5.4 of the organization's bylaws, both mercy medical center, inc. And commonspirit health (mercy medical center, inc.'s sole corporate member) have reserved powers as outlined in the commonspirit health governance matrix. Pursuant to the governance matrix the following rights are held by the mercy medical center, inc. Board: *approve members of the mercy foundation, inc. Board *amendment of the corporate documents of the mercy foundation, inc. *approve removal of a member of the governing body of the mercy foundation, inc. *adoption of long range and strategic plans for the mercy foundation, inc. 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 mercy foundation, inc. *removal of a member of the governing body of the mercy foundation, inc. *approval of issuance of debt by mercy foundation, inc. *approval of participation of mercy foundation, inc. In a joint venture *approval of formation of a new corporation by mercy foundation, inc. *approval of a merger involving the mercy foundation, inc. *approval of the sale of all or substantially all of the assets of the mercy foundation, inc. *to require the transfer of assets by the mercy foundation, inc. To commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. Pursuant to section 5.5.2 of the organization's bylaws, mercy medical center, inc. Or commonspirit health may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and its president and the 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.”

“The vp-operational finance of mercy medical center inc., the sole member, reviews the tax return and any necessary changes are included in the final version that is approved for filing with the irs. Subsequent to review, the tax department files the return with the appropriate federal agencies, making any non-substantive changes necessary to effect e-filing.”

“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.”

“Line 15a: the organization's top management official is paid by mercy medical center (mmc), a related organization. Mmc completes an annual market survey to ensure compensation is reasonable. The process and determination are documented in the employee's files in human resources. The compensation is approved by the president/ceo of mmc. This process was last undertaken in the fiscal year ended june 30, 2020. Line 15b: during the tax year ended 6/30/2020, no officers, directors or trustees received compensation from the organization. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation. Therefore, these questions are more appropriately answered as n/a.”

“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.”

“Organization's mission, vision, and tax-exempt purpose mercy foundation was incorporated in 1973 as a 501(c)(3), tax-exempt, charitable foundation to financially assist mercy medical center in its vision to improve the health, well-being, and quality of life for families and children. Through its strong community partnerships, foundation funding helps develop outreach programs, technology, and facilities which allow the organization to grow in its ability to enrich the lives of douglas county residents today and into the future. Mercy foundation is governed by a board of directors consisting of local community members. Qualitative description of community benefit mercy foundation raises funds through special events, major gifts, planned giving, corporate/foundation grants, annual giving and capital campaigns to help fund a number of funds and children's health care programs created to support the community outreach and mercy medical center. In fy 2020 mercy foundation raised $xxx dollars for these purposes. At the same time, it disbursed a portion of this amount back into the community, offering hope to families and children as they overcome the barriers to care that exist in our rural communities (mistrust, poverty, lack of transportation, lack of local health care providers, and lack of insurance).”

“Other fees for services: program service expenses 585,095. Management and general expenses 44,501. Fundraising expenses 0. Total expenses 629,596. Consulting: program service expenses 56,301. Management and general expenses 10,968. Fundraising expenses 5,849. Total expenses 73,118. Purchased services: program service expenses 266,433. Management and general expenses 51,903. Fundraising expenses 27,682. Total expenses 346,018.”

“Capital transfers -133,276.”