Attach to Form 990 or Form 990-EZ.
Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
| (i)Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| (A)
SISTERES OF CHARITY OF LEAVENWORTH HEALTH SYSTEM |
237379161 | LINE 11B | Yes | 0 | 0 | |
| (B)
NATIONAL JEWISH HEALTH |
742044647 | 3 | Yes | 0 | 0 | |
| (C)
SAINT JOSEPH HOSPITAL INC |
840417134 | 3 | Yes | 0 | 0 | |
Total 3
|
0 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .... | ||||||
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf....... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | ||||||
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f).. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | ||||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | ||||||
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | ||||||
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | ||||||
| 11 | Total support Add lines 7 through 10. | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose...... | ||||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513.. | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 6 | Total. Add lines 1 through 5. | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons... | ||||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public support (Subtract line 7c from line 6.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | ||||||
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e | Discount claimed for blockage or other factors (explain in detail in Part VI): | |||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| 7 | Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions) | |||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2014 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2014 |
(iii) Distributable Amount for 2014 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2014 from Section C, line 6 |
||||
|
2
Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions) |
||||
| 3 Excess distributions carryover, if any, to 2014: | ||||
| a From 2009.......X | ||||
| b From 2010.......X | ||||
| c From 2011.......X | ||||
| d From 2012.......X | ||||
| e From 2013....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2014 distributable amount | ||||
|
i
Carryover from 2009 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2014 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2014 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions) |
||||
|
6
Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions) |
||||
|
7 Excess distributions carryover to 2015. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a From 2010.......X | ||||
| b From 2011.......X | ||||
| c From 2012.......X | ||||
| d From 2013....... | ||||
| e From 2014....... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| SCHEDULE A, PART IV, SECTION A, LINE 2 | THE PARENT OF NJH-SJH, INC. IS THE SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC (SCLHS). IT IS ORGANIZED AS A 509(A)(3)SUPPORT ORGANIZATION. ORGANIZED AS SUCH, ITS MISSION IS TO SUPPORT RELATED HOSPITALS WHOSE IRS DETERMINATION STATUS IS 509(A)(1).THEREFORE, BY SUPPORTING SCLHS, NJH-SJH, INC. IS SUPPORTING THE RELATED HOSPITALS UNDER 509(A)(1). |
| SCHEDULE A, PART IV, SECTION B, LINE 2 | THE MEMBERS OF THE ORGANIZATION ARE SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. AND NATIONAL JEWISH HEALTH. THE PURPOSE OF NJH-SJH, INC. IS TO OPERATE FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF AND TO CARRY OUT THE TAX EXEMPT PURPOSES OF SAINT JOSEPH HOSPITAL, INC. AND NATIONAL JEWISH HEALTH, EACH OF WHICH IS RECOGNIZED AS A TAX EXEMPT ORGANIZATION UNDER SECTION 501(C)(3). SAINT JOSEPH HOSPITAL, INC., IS A WHOLLY OWNED SUBSIDIARY OF SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. ALTHOUGH, SAINT JOSEPH HOSPITAL, INC. DOES NOT OPERATE, SUPERVISE OR CONTROL NJH-SJH, INC. IT IS A SUPPORTED ORGANIZATION OF NJH-SJH, INC. |
| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| FORM 990, PART III, LINE 4A-4D | NJH-SJH, INC. IS A JOINT OPERATING COMPANY WITH A JOINT OPERATING AGREEMENT IN PLACE. IT IS ORGANIZED TO OPERATE FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF, AND TO CARRY OUT THE TAX-EXEMPT PURPOSES OF SAINT JOSEPH HOSPITAL, INC. ("SJH") AND NATIONAL JEWISH HEALTH ("NJH"), EACH OF WHICH IS RECOGNIZED BY THE INTERNAL REVENUE SERVICE AS TAX-EXEMPT WITHIN THE MEANING OF SECTION 501(C)(3) AND AS A PUBLIC CHARITY UNDER SECTION 509(A)(1) OF THE INTERNAL REVENUE CODE. SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC.,(SCLHS) IS A NON-PROFIT, TAX-EXEMPT CHARITABLE ORGANIZATION THAT SERVES AS THE PARENT COMPANY TO SJH. SCLHS IS A MEMBER OF NJH-SJH, INC. SCLHS, SJH AND NJH SHALL OPERATE THE COMBINED CLINICAL OPERATIONS OF SJH AND NJH TO ENHANCE THE HEALTH OF INDIVIDUALS AND COMMUNITIES THEY SERVICE AND THE CARE AND SERVICES THE HOSPITALS PROVIDE. NJH-SJH, INC. IS A JOINT, NONPROFIT ORGANIZATION FOR STRENGTHENING THE RESPECTIVE CHARITABLE MISSIONS OF SJH AND NJH, SERVING AS THE POINT OF COORDINATION, COLLABORATION AND TRANSFORMATION OF INTEGRATED HEALTH OFFERINGS OF SJH AND NJH, AND ENGAGES IN ALL LAWFUL ACTIVITIES THAT FURTHER OR ARE CONSISTENT WITH THE PURPOSES OF THE NJH-SJH, INC. |
| FORM 990, PART VI, SECTION A, LINE 6 | MEMBERS OR STOCKHOLDERS THE SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC.,(SCLHS),AND NATIONAL JEWISH HEALTH ARE THE CORPORATE MEMBERS OF NJH-SJH, INC. |
| FORM 990, PART VI, SECTION A, LINE 7A | POWER TO ELECT OR APPOINT MEMBERS. THE SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCLHS) AND NATIONAL JEWISH HEALTH THE CORPORATE MEMBERS OF NJH-SJH, INC., HAVE THE POWER TO APPOINT MEMBERS OF NJH-SJH, INC.,BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 7B | DECISIONS RESERVED TO MEMBERS OR STOCKHOLDERS. UPON AND AFTER RECOMMENDATION OF THE BOARD TO DO SO, SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCLHS) AND NJH, AS THE MEMBERS, HAVE THE POWER, PURSUANT TO THEIR UNANIMOUS WRITTEN CONSENT, UNLESS OTHERWISE SPECIFIED BELOW: - ANY CHANGES IN THE MISSION STATEMENT OF NJH-SJH; - INCURRENCE OF LONG-TERM DEBT BY O OR SECURED BY NJH-SJH'S ASSETS; - ANY SUBSTANTIAL RELOCATION FROM THE SJH HOSPITAL OR RELOCATION TO OTHER FACILITIES, TRUNCATION OR REDUCTION OF THE NJH RESPIRATORY OR RELATED PROGRAMS WITHIN THE COMBINED CLINICAL OPERATIONS; - CHANGE IN NJH-SJH'S STATUS AS A 50L(C)(3) PUBLIC CHARITY (ONCE QUALIFICATION IS OBTAINED FROM THE IRS); - ANY MATERIAL CHANGES TO THE CHARITY CARE POLICIES OF EITHER NJH OR SJH; - SALE, TRANSFER OR DISPOSAL OF ALL OR SUBSTANTIALLY ALL OF NJH-SJH'S CAPITAL ASSETS, INCLUDING REAL ESTATE; - MERGER, CONSOLIDATION, OR CHANGE OF CONTROL OF NJH-SJH; - ENTRY INTO ANY MATERIAL AGREEMENT BETWEEN NJH-SJH AND EITHER CORPORATE MEMBER OR ANY AFFILIATE THEREOF (OTHER THAN SYSTEM SERVICES AGREEMENTS WITH SCLHS WHICH SYSTEM SERVICES AGREEMENTS SHALL PROVIDE THAT SERVICES SHALL BE OF COMPETITIVE QUALITY, AND COSTS SHALL BE ALLOCATED IN A GENERALLY CONSISTENT MANNER ACROSS SCLHS HOSPITALS; - TRANSFER BY ANY PARTY TO A THIRD PARTY OF ANY INTEREST IN NJH-SJH; - ADMISSION OF A NEW MEMBER TO NJH-SJH; - APPROVAL OF ANY CHANGE TO NJH-SJH'S ARTICLES OFLNCORPORATION OR BYLAWS; - ACQUISITIONS AND DISPOSITIONS OF ASSETS OTHER THAN IN THE ORDINARY COURSE OF BUSINESS; - APPROVAL OF ANY AMENDMENT TO THIS AGREEMENT; - DIRECTION OF THE SALE, LEASE, MORTGAGE OR TRANSFER OF REAL PROPERTY OR OTHER ASSETS BY A HOSPITAL, OR ENCUMBRANCE ON THE INTERESTS IN, THE REAL PROPERTY OR ASSETS OWNED AND/OR OPERATED BY A HOSPITAL VALUED AT OR ABOVE AN AMOUNT SET FROM TIME TO TIME BY AGREEMENT OF THE CORPORATE MEMBERS (WITH SUCH INITIAL AMOUNT TO BE ONE MILLION DOLLARS ($1,000,000)), PROVIDED THAT (I) SUCH RESERVED POWER SHALL BE EXERCISED ONLY BY THE CORPORATE MEMBER WHOSE PROPERTY OR ASSETS ARE AFFECTED BY THE FOREGOING AND (II) ANY SALE OF STABLE PATRIMONY SHALL BE SUBJECT TO APPLICABLE CANONICAL APPROVALS; - ENTERING INTO ANY COMMERCIAL LOAN IN EXCESS OF ONE HUNDRED THOUSAND DOLLARS ($100,000) TO FUND CAPITAL COMMITMENTS OF NJH-SJH; - ANY CALL FOR ADDITIONAL CONTRIBUTIONS NOT OTHERWISE REFLECTED IN THE APPROVED STRATEGIC PLANS AND BUDGETS; AND - DISSOLUTION OF NJH-SJH. |
| FORM 990, PART VI, SECTION B, LINE 11 | PROCESS USED TO REVIEW THE FORM 990. THE FORM 990 IS PREPARED BY THE TAX DEPARTMENT OF THE PARENT ORGANIZATION, SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCLHS). THE FORM 990 IS REVIEWED BY CERTAIN MEMBERS OF SENIOR MANAGEMENT. A COPY OF THE FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS PRIOR TO THE FILING OF THE FORM 990 WITH THE INTERNAL REVENUE SERVICE. ANY QUESTIONS ARE ADDRESSED TO THE TAX DIRECTOR OF SCLHS PRIOR TO FILING THE FORM 990 WITH THE INTERNAL REVENUE SERVICE. |
| FORM 990, PART IV, LINE 13 | THE ORGANIZATION DOES NOT HAVE A WRITTEN WHISTLE BLOWER POLICY AS IT DOES NOT HAVE ANY EMPLOYEES. |
| FORM 990, PART IV, LINE 14 | THE ORGANIZATION DOES NOT HAVE A WRITTEN WHISTLE BLOWER POLICY AS IT DOES NOT HAVE ANY EMPLOYEES. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE PURPOSE OF THE CONFLICT OF INTEREST POLICY IS TO PROTECT THE INTEREST OF NJH-SJH, INC., AN COLORADO NONPROFIT CORPORATION (THE "CORPORATION") WHEN IT IS CONTEMPLATING ENTERING INTO A TRANSACTION OR ARRANGEMENT THAT MIGHT BENEFIT THE PRIVATE INTEREST OF AN OFFICER OR DIRECTOR OF THE CORPORATION OR MIGHT RESULT IN A POSSIBLE EXCESS BENEFIT TRANSACTION. THIS POLICY IS INTENDED TO SUPPLEMENT BUT NOT REPLACE ANY APPLICABLE STATE AND FEDERAL LAWS GOVERNING CONFLICT OF INTEREST APPLICABLE TO NONPROFIT AND CHARITABLE CORPORATIONS. ARTICLE II DEFINITIONS 1.INTERESTED PERSON ANY DIRECTOR, OFFICER, OR MEMBER OF THE BOARD OF DIRECTORS (THE "BOARD") OR COMMITTEE WITH BOARD DELEGATED POWERS, WHO HAS A DIRECT OR INDIRECT FINANCIAL INTEREST, AS DEFINED BELOW, IS AN INTERESTED PERSON. 2.FINANCIAL INTEREST A PERSON HAS A FINANCIAL INTEREST IF THE PERSON HAS, DIRECTLY OR INDIRECTLY, THROUGH BUSINESS, INVESTMENT, OR FAMILY: A.AN OWNERSHIP OR INVESTMENT INTEREST IN ANY ENTITY WITH WHICH THE CORPORATION HAS A TRANSACTION OR ARRANGEMENT, B.A COMPENSATION ARRANGEMENT WITH THE CORPORATION OR WITH ANY ENTITY OR INDIVIDUAL WITH WHICH THE CORPORATION HAS A TRANSACTION OR ARRANGEMENT, OR C.A POTENTIAL OWNERSHIP OR INVESTMENT INTEREST IN, OR COMPENSATION ARRANGEMENT WITH, ANY ENTITY OR INDIVIDUAL WITH WHICH THE CORPORATION IS NEGOTIATING A TRANSACTION OR ARRANGEMENT. COMPENSATION INCLUDES DIRECT AND INDIRECT REMUNERATION AS WELL AS GIFTS OR FAVORS THAT ARE NOT INSUBSTANTIAL. A FINANCIAL INTEREST IS NOT NECESSARILY A CONFLICT OF INTEREST. UNDER ARTICLE III, SECTION 2, A PERSON WHO HAS A FINANCIAL INTEREST MAY HAVE A CONFLICT OF INTEREST ONLY IF THE BOARD OR APPROPRIATE COMMITTEE DECIDES THAT A CONFLICT OF INTEREST EXISTS. ARTICLE III PROCEDURES 1.DUTY TO DISCLOSE IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. 2.DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. 3.PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST A.AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE BOARD OR COMMITTEE MEETING, BUT AFTER THE PRESENTATION, HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT INVOLVING THE POSSIBLE CONFLICT OF INTEREST. B.THE CHAIRPERSON OF THE BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. C.AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE CORPORATION CAN OBTAIN WITH REASONABLE EFFORTS A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. D.IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE CORPORATION'S BEST INTEREST, FOR ITS OWN BENEFIT, AND WHETHER IT IS FAIR AND REASONABLE. IN CONFORMITY WITH THE ABOVE DETERMINATION IT SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT. 4.VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY A.IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE A MEMBER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. B.IF, AFTER HEARING THE MEMBER'S RESPONSE AND AFTER MAKING FURTHER INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THE MEMBER HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. ARTICLE IV RECORDS OF PROCEEDINGS THE MINUTES OF THE BOARD AND ALL COMMITTEES WITH BOARD DELEGATED POWERS SHALL CONTAIN: A.THE NAMES OF THE PERSONS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE A FINANCIAL INTEREST IN CONNECTION WITH AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE FINANCIAL INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE BOARD'S OR COMMITTEE'S DECISION AS TO WHETHER A CONFLICT OF INTEREST IN FACT EXISTED. B.THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION WITH THE PROCEEDINGS. ARTICLE V COMPENSATION 1.A VOTING MEMBER OF THE BOARD WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE CORPORATION FOR SERVICES IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBER'S COMPENSATION. 2.NO VOTING MEMBER OF THE BOARD OR ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE CORPORATION, EITHER INDIVIDUALLY OR COLLECTIVELY, IS PROHIBITED FROM PROVIDING INFORMATION TO THE BOARD OR ANY COMMITTEE REGARDING COMPENSATION. ARTICLE VI ANNUAL STATEMENTS EACH DIRECTOR, OFFICER AND MEMBER OF A COMMITTEE WITH BOARD DELEGATED POWERS SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS SUCH PERSON: A.HAS RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY, B.HAS READ AND UNDERSTANDS THE POLICY, C.HAS AGREED TO COMPLY WITH THE POLICY, AND D.UNDERSTANDS THAT THE CORPORATION IS CHARITABLE AND IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION IT MUST ENGAGE PRIMARILY IN ACTIVITIES THAT ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. ARTICLE VII PERIODIC REVIEWS TO ENSURE THE CORPORATION OPERATES IN A MANNER CONSISTENT WITH CHARITABLE PURPOSES AND DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS TAX-EXEMPT STATUS, PERIODIC REVIEWS SHALL BE CONDUCTED. THE PERIODIC REVIEWS SHALL, AT A MINIMUM, INCLUDE THE FOLLOWING SUBJECTS: A.WHETHER COMPENSATION ARRANGEMENTS AND BENEFITS ARE REASONABLE, BASED ON COMPETENT SURVEY INFORMATION, AND THE RESULT OF ARM'S LENGTH BARGAINING, AND B.WHETHER CONTRACTS ENTERED INTO BY THE CORPORATION CONFORM TO THE CORPORATION'S WRITTEN POLICIES, ARE PROPERLY RECORDED, REFLECT REASONABLE INVESTMENT OR PAYMENTS FOR GOODS AND SERVICES, FURTHER CHARITABLE PURPOSES AND DO NOT RESULT IN INUREMENT, IMPERMISSIBLE PRIVATE BENEFIT OR IN AN EXCESS BENEFIT TRANSACTION. ARTICLE VIII USE OF OUTSIDE EXPERTS WHEN CONDUCTING THE PERIODIC REVIEWS AS PROVIDED FOR IN ARTICLE VII, THE CORPORATION MAY, BUT NEED NOT, USE OUTSIDE ADVISORS. IF OUTSIDE EXPERTS ARE USED, THEIR USE SHALL NOT RELIEVE THE BOARD OF ITS RESPONSIBILITY FOR ENSURING THAT PERIODIC REVIEWS ARE CONDUCTED |
| FORM 990, PART VI, SECTION B, LINE 15 | THE ORGANIZATION'S CEO IS PAID BY A RELATED ORGANIZATION, THE SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCLHS), FOR HIS SERVICES AS PRESIDENT/CEO OF SAINT JOSEPH HOSPITAL, INC. OTHER MEMBERS OF THE BOARD OF DIRECTORS MAY ALSO BE COMPENSATED BY SCLHS FOR THEIR SERVICES RELATED TO OTHER SUBSIDIARY ORGANIZATIONS. SCLHS' PROCESS FOR DETERMINING COMPENSATION FOR THE TOP MANAGEMENT AND SENIOR LEADERSHIP IS THE RESPONSIBILITY OF THE COMPENSATION COMMITTEE. THIS COMMITTEE IS COMPOSED OF THREE OR MORE MEMBERS WHO ARE NOT CURRENT EMPLOYEES OF SCLHS, OR FORMER EMPLOYEES WITH NO ACTIVE INTEREST IN THE SCLHS' COMPENSATION PROGRAM, INCLUDING AT LEAST TWO MEMBERS OF THE SCLHS BOARD. SCLHS BELIEVES THAT THE INDEPENDENCE OF THESE MEMBERS IS VITAL TO THE INTEGRITY OF THE PROCESS. THE WORK OF THIS COMMITTEE INCLUDES BEING CONSTANTLY AWARE OF THE CURRENT COMPETITIVE MARKET FOR MANAGEMENT AND SENIOR LEADERS, AS WELL AS COMPILING AND MAINTAINING RECORDS OF COMPARABLE COMPENSATION AND BENEFITS DATA, INCLUDING SURVEYS AND OTHER ANALYSES, TO SUPPORT SCLHS' TOTAL COMPENSATION TO EACH INDIVIDUAL. AS PART OF THE REVIEW PROCESS, SCLHS USES THE FOLLOWING IN ESTABLISHING THE COMPENSATION OF TOP MANAGEMENT AND SENIOR LEADERSHIP. 1) COMPENSATION COMMITTEE 2) INDEPENDENT COMPENSATION CONSULTANT 3) FORM 990 OF OTHER ORGANIZATIONS 4) WRITTEN EMPLOYMENT CONTRACTS 5) COMPENSATION SURVEYS AND STUDIES 6) APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE THE ITEMS LISTED ABOVE SUPPORT THE COMPENSATION COMMITTEE'S EFFORTS TO ENSURE THAT THE LEVEL OF COMPENSATION PROVIDED TO ITS EXECUTIVES (OFFICERS, KEY EMPLOYEES, ETC.) IS CONSISTENT WITH THE MARKET VALUE AND THE PAY PHILOSOPHY SET BY THE BOARD. MINUTES ARE KEPT CONTEMPORANEOUSLY FOR EACH MEETING OF THE COMMITTEE. LIKEWISE, THE COMMITTEE IS RESPONSIBLE FOR ENSURING THAT NO "EXCESS BENEFIT" IS CONFERRED ON AN INDIVIDUAL, OR THAT SUCH COMPENSATION DOES NOT CONSTITUTE PROHIBITED INUREMENT. THIS PROCESS IS COMPLETED FOR ALL SENIOR LEADERSHIP, AT THE AFFILIATE AND SYSTEM LEVEL, AND THE COMMITTEE'S RECOMMENDATION IS THEN SUBMITTED TO THE SCLHS BOARD FOR APPROVAL. THE CHARGE OF THIS COMMITTEE ADHERES TO SCLHS' CORE VALUE OF STEWARDSHIP, ENSURING THAT THE MINISTRY'S RESOURCES HELD IN TRUST ARE NOT WASTED OR MISUSED, AND ARE DEPLOYED TO EFFECTIVELY AND EFFICIENTLY ADVANCE THE MISSION. |
| FORM 990, PART VI, SECTION C, LINE 19 | AVAILABILITY OF GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. THE ORGANIZATION MAKES ITS CONFLICT OF INTEREST POLICY, FINANCIAL STATEMENTS, AND GOVERNING DOCUMENTS AVAILABLE UPON REQUEST. |
| FORM 990, PART VII, SECTION B | INDEPENDENT CONTRACTORS THE ORGANIZATION'S EXPENSES ARE PAID BY A RELATED 501(C)(3) TAX-EXEMPT ORGANIZATION. THE RELATED ORGANIZATION FILES THE REQUIRED FORM 1096 AND RELATED 1099 TAX FORMS FOR ANY EXPENDITURE THAT REQUIRES A FORM 1099 TO BE FILED. |
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