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. 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.”

“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. Any such changes are not e-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 - 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.”

“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, 2022. Line 15b: during the tax year ended 6/30/2022, 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 2021 mercy foundation raised $2,338,283 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).”

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

“Other fees for services: program service expenses 800,808. Management and general expenses 15,386. Fundraising expenses 7,380. Total expenses 823,574. Consulting: program service expenses 38,908. Management and general expenses 7,580. Fundraising expenses 4,042. Total expenses 50,530. Purchased services: program service expenses 363,283. Management and general expenses 70,770. Fundraising expenses 37,744. Total expenses 471,797.”