Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (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)
ST JOSEPH'S HOSPITAL AND HEALTH CENTER |
450226429 | 3 | Yes | 1,266,442 | 0 | |
|
Total 1
|
1,266,442 | 0 | ||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 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) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (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) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (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) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (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 | ||||
| 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 2019 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-2019 |
(iii) Distributable Amount for 2019 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2019 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2019 (reasonable cause required-- explain in Part VI). See instructions. |
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| 3 Excess distributions carryover, if any, to 2019: | ||||
| a From 2014....... | ||||
| b From 2015....... | ||||
| c From 2016....... | ||||
| d From 2017....... | ||||
| e From 2018....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2019 distributable amount | ||||
|
i
Carryover from 2014 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2019 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2019 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2019, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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6
Remaining underdistributions for 2019. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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7 Excess distributions carryover to 2020. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2015..... | ||||
| b Excess from 2016..... | ||||
| c Excess from 2017..... | ||||
| d Excess from 2018..... | ||||
| e Excess from 2019..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| PART III, LINE 1 | AS AN AFFILIATE OF COMMONSPIRIT HEALTH, WE MAKE THE HEALING PRESENCE OF GOD KNOWN IN OUR WORLD BY IMPROVING THE HEALTH OF THE PEOPLE WE SERVE, ESPECIALLY THOSE WHO ARE VULNERABLE, WHILE WE ADVANCE SOCIAL JUSTICE FOR ALL. TO FULFILL THIS MISSION, THE CORPORATION, AS A VALUES-BASED ORGANIZATION, WILL ASSURE THE INTEGRITY OF THE MINISTRY IN BOTH CURRENT AND DEVELOPING ORGANIZATIONS AND ACTIVITIES; RESEARCH AND DEVELOP NEW MINISTRIES THAT INTEGRATE HEALTH, EDUCATION, PASTORAL, AND SOCIAL SERVICES; PROMOTE LEADERSHIP DEVELOPMENT AND FORMATION FOR MINISTRY THROUGHOUT THE ENTIRE ORGANIZATION; ADVOCATE FOR SYSTEMIC CHANGES WITH SPECIFIC CONCERN FOR PERSONS WHO ARE POOR, ALIENATED, AND UNDERSERVED; AND STEWARD RESOURCES BY GENERAL OVERSIGHT OF THE ENTIRE ORGANIZATION. |
| PART III, LINE 4A | ORGANIZATION'S MISSION, VISION, AND TAX-EXEMPT PURPOSE AS THE FIRST CATHOLIC HOSPITAL TO SERVE THE COMMUNITY, CHI ST. ALEXIUS HEALTH-DICKINSON EMBRACED THE MISSION OF THE FOUNDING RELIGIOUS CONGREGATION, WHICH HAS SINCE JOINED WITH OTHER RELIGIOUS CONGREGATIONS TO FORM CATHOLIC HEALTH INITIATIVES. THE MISSION OF CHI ST. ALEXIUS HEALTH-DICKINSON IS TO NURTURE THE HEALING MINISTRY OF THE CHURCH, SUPPORTED BY EDUCATION AND RESEARCH. FIDELITY TO THE GOSPEL URGES US TO EMPHASIZE HUMAN DIGNITY AND SOCIAL JUSTICE AS WE CREATE HEALTHIER COMMUNITIES. WE CONTINUE TO CREATE HEALTHIER COMMUNITIES AND PROVIDE CARE TO ALL IN NEED. THE HOSPITAL HAS A BOARD OF DIRECTORS THAT IS COMPRISED OF INDEPENDENT COMMUNITY REPRESENTATIVES. CATHOLIC HEALTHCARE HAS HAD A LONG-STANDING TRADITION OF SERVICE TO THE POOR. CHI ST. ALEXIUS HEALTH-DICKINSON DEFINES THE POOR IN MANY WAYS, NOT JUST ECONOMIC. THE POOR CAN INCLUDE INDIVIDUALS WHO EXPERIENCE DEFICITS IN THEIR LIVES PHYSIOLOGICALLY, SPIRITUALLY, AND/OR EMOTIONALLY. WE GIVE ASSISTANCE AND SUPPORT TO THOSE WHO ARE THE DISADVANTAGED OF OUR SOCIETY, WHICH HELPS THEIR ABILITY TO REALIZE THEIR TRUE POTENTIAL IN THEIR ENVIRONMENT. FROM A MISSION PERSPECTIVE, WE STRIVE TO BRING THE HEALING PRESENCE OF GOD TO OUR COMMUNITY. THE ACTIVITIES THAT WE ENGAGE IN AID THE COMMUNITY DIRECTLY AND FLOW FROM OUR MISSION STATEMENT. CHI ST. ALEXIUS HEALTH-DICKINSON SERVES ALL PERSONS IN THE COMMUNITY ON A NON-DISCRIMINATORY BASIS. WE OPERATE A 24-HOUR EMERGENCY ROOM 365 DAYS PER YEAR THAT IS AVAILABLE TO ALL INDIVIDUALS REGARDLESS OF ABILITY TO PAY. CHI ST. ALEXIUS HEALTH-DICKINSON HAS AN OPEN MEDICAL STAFF WHICH PARTICIPATES IN MEDICARE AND MEDICAID, AND HAS AN ACTIVE CHARITY CARE PROGRAM. COMMUNITY SERVICE HAS ALWAYS BEEN AT THE CORE OF CHI ST. ALEXIUS HEALTH-DICKINSON ACTIVITIES. THE PROGRAMS AND SERVICES DESCRIBED THROUGHOUT THIS REPORT NOT ONLY SERVE THE COMMUNITY, BUT ALSO REDUCE THE BURDENS ON THE GOVERNMENT. CHI ST. ALEXIUS HEALTH-DICKINSON IS INCLUDED IN THE OFFICIAL CATHOLIC DIRECTORY AS A TAX-EXEMPT HOSPITAL. COMMUNITY BENEFIT APPROACH LOCATED IN DICKINSON, ND, CHI ST. ALEXIUS HEALTH-DICKINSON SERVES STARK COUNTY AND THE SURROUNDING AREA, ENCOMPASSING NUMEROUS COUNTIES IN SOUTHWEST NORTH DAKOTA AND EASTERN MONTANA, AND COVERS A POPULATION OF APPROXIMATELY 50,000 PEOPLE IN THE EIGHT NORTH DAKOTA AND FIVE MONTANA COUNTIES IT SERVES. STARK COUNTY: 2018 CENSUS - POPULATION: 30,997 PERCENT CHANGE FROM 2010 TO 2018 - 28.1% MEDIAN HOUSEHOLD INCOME: $ 75,708 PERCENTAGE OF PERSONS LIVING BELOW THE POVERTY LEVEL: 8.8% HEALTH INSURANCE COVERAGE: PERCENT UNINSURED 9.1% STARK COUNTY: 2016 ESTIMATE - POPULATION: 27,238 PERCENT CHANGE FROM APRIL 1, 2011 TO JULY 1, 2016 - 26.9% MEDIAN HOUSEHOLD INCOME: $ 70,099 PERCENTAGE OF PERSONS LIVING BELOW THE POVERTY LEVEL: 7.2% HEALTH INSURANCE COVERAGE: PERCENT UNINSURED 8.9% SOURCE: WWW.NDWORKFORCEINTELLIGENCE.COM MUCH OF THE SURROUNDING AREA, INCLUDING MOST OF THE SURROUNDING COUNTIES, ARE DESIGNATED AS PRIMARY CARE HEALTH PROFESSIONAL SHORTAGE AREAS (HPSA) AND MEDICALLY UNDERSERVED AREAS (MUA) POPULATIONS BY (HPSA). COMMUNITY OUTREACH FOR THE BROADER COMMUNITY CHI ST. ALEXIUS HEALTH-DICKINSON PROVIDES WELLNESS INFORMATION TO THE PUBLIC WHILE ATTENDING LOCAL HEALTH FAIRS. SOME OF THE FAIRS INCLUDE, BUT ARE NOT LIMITED TO, SOUTHWEST DISTRICT HEALTH UNIT'S ANNUAL KIDS HEALTH & SAFETY EXPO, AND THE GO RED CAMPAIGN FOR WOMEN'S HEART HEALTH AND BREAST CANCER AWARENESS IN OCTOBER. WE ALSO PARTNER WITH OTHER RURAL COMMUNITIES FOR ANNUAL HEALTH FAIRS, INCLUDING ONE OF THE BIGGEST, THE WIBAUX HEALTH FAIR IN WIBAUX, MT, LOCATED JUST ON THE OTHER SIDE OF THE ND/MT BORDER. WE PARTNER WITH THE EAGLES CLUB AUXILIARY AND ARE CO-SPONSORS FOR THE COMMUNITY RUN/WALK FOR DIABETES EDUCATION. IN HOUSE, WE OFFER WELLNESS SEMINARS, DIABETIC EDUCATION AND PREPARATION OF ADVANCED DIRECTIVES, JUNIOR VOLUNTEERING OPPORTUNITIES, AS WELL AS A JOB SHADOWING PROGRAM AND MEDICAL EXPLORERS FOR STUDENTS WHO ARE CONSIDERING CAREERS IN THE HEALTH FIELD. WE ARE MAJOR SPONSORS FOR SEVERAL NON-PROFITS IN OUR AREA AND POSSESS MEMBERSHIP IN HEALTHY 8, AN EIGHT COUNTY HEALTH COALITION, SASA (SOUTHWEST AREA SAFETY ASSOCIATION), THE HOMELESS COALITION, SW DISASTER COALITION, COMMUNITY AND ROTARY CLUB. CHI ST. ALEXIUS HEALTH-DICKINSON PARTNERS WITH BOTH HIGH SCHOOLS AND THE UNIVERSITY IN OUR AREA IN ACADEMICS, ATHLETICS AND FINE ARTS. IN ADDITION TO ALL OF THIS WE ARE ALSO CLOSELY ALIGNED WITH THE DICKINSON AREA DOMESTIC VIOLENCE AND RAPE CRISIS CENTER AND HELP THEM IN A NUMBER OF WAYS THROUGHOUT THE YEAR. A FEW OF OUR EMPLOYEES ARE ALSO CERTIFIED IN THE "WITHIN MY REACH" PROGRAM, WHICH SEEKS TO EDUCATE THE COMMUNITY ABOUT HEALTHY RELATIONSHIPS TO HELP STEM DOMESTIC VIOLENCE IN THE AREA. THEY PROVIDE EDUCATION AT LOCAL SCHOOLS AND THE WOMEN'S PRISON IN NEW ENGLAND, A COMMUNITY LOCATED SOUTH OF DICKINSON. CHI ST. ALEXIUS HEALTH-DICKINSON'S THREE MAJOR MISSION SPONSORSHIPS ARE PROVIDING EDUCATION AND SUPPORT FOR INTIMATE PARTNER ABUSE AND VIOLENCE, COMMUNITY EDUCATION AND OUTREACH. CHARITY CARE AT OUR HOSPITAL WE HAVE A LONGSTANDING COMMITMENT TO ASSIST THOSE WHO SEEK OUR CARE, REGARDLESS OF ABILITY TO PAY. IF YOU ARE UNABLE TO PAY FOR ALL OR PART OF THE CARE YOU RECEIVE FROM OUR HOSPITAL, YOU MAY BE ELIGIBLE FOR FREE OR DISCOUNTED SERVICES. ANY PATIENT SEEKING EMERGENCY CARE WILL BE TREATED WITHOUT REGARD TO ABILITY TO PAY. IN 2020 WE HELPED 1,334 PATIENTS FOR A COST OF CHARITY CARE OF $1,984,616. |
| FORM 990, PART VI, SECTION A, LINE 1 | PURSUANT TO SECTION 8.6 OF THE BYLAWS OF ST. JOSEPH'S HOSPITAL FOUNDATION, 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. |
| FORM 990, PART VI, SECTION A, LINE 6 | ACCORDING TO THE BYLAWS OF ST. JOSEPH'S HOSPITAL FOUNDATION THE ENTITY'S SOLE MEMBER IS ST. JOSEPH'S HOSPITAL AND HEALTH CENTER, A NORTH DAKOTA NONPROFIT ORGANIZATION. |
| FORM 990, PART VI, SECTION A, LINE 7A | 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. 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. |
| FORM 990, PART VI, SECTION A, LINE 7B | THE ORGANIZATION'S SOLE CORPORATE MEMBER IS ST. JOSEPH'S HOSPITAL AND HEALTH CENTER. PURSUANT TO SECTION 5.4 OF THE ORGANIZATION'S BYLAWS, BOTH ST. JOSEPH'S HOSPITAL AND HEALTH CENTER AND COMMONSPIRIT HEALTH (ST. JOSEPH'S HOSPITAL AND HEALTH CENTER'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 ST. JOSEPH'S HOSPITAL AND HEALTH CENTER BOARD: * APPROVE MEMBERS OF THE ST. JOSEPH'S HOSPITAL FOUNDATION ("SJHF") BOARD * AMENDMENT OF THE CORPORATE DOCUMENTS OF SJHF * APPROVE REMOVAL OF A MEMBER OF THE GOVERNING BODY OF SJHF * ADOPTION OF LONG RANGE AND STRATEGIC PLANS FOR SJHF 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 SJHF * REMOVAL OF A MEMBER OF THE GOVERNING BODY OF SJHF * APPROVAL OF ISSUANCE OF DEBT BY SJHF * APPROVAL OF PARTICIPATION OF SJHF IN A JOINT VENTURE * APPROVAL OF FORMATION OF A NEW CORPORATION BY SJHF * APPROVAL OF A MERGER INVOLVING SJHF * APPROVAL OF THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF SJHF * TO REQUIRE THE TRANSFER OF ASSETS BY SJHF TO COMMONSPIRIT HEALTH TO ACCOMPLISH COMMONSPIRIT HEALTH'S GOALS AND OBJECTIVES, AND TO SATISFY COMMONSPIRIT HEALTH DEBTS. PURSUANT TO SECTION 5.5 OF THE ORGANIZATION'S BYLAWS, ST. JOSEPH'S HOSPITAL AND HEALTH CENTER 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. 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. |
| FORM 990, PART VI, SECTION B, LINE 11B | ONCE THE RETURN IS PREPARED, THE RETURN IS EMAILED TO THE BOARD PRIOR TO FILING AND SUBSEQUENTLY PRESENTED AT A BOARD MEETING. SUBSEQUENT TO THE RETURN BEING PROVIDED TO THE BOARD, 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. |
| FORM 990, PART VI, SECTION B, LINE 12C | 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, SECTION B, LINE 15 | 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. |
| FORM 990, PART VI, SECTION C, LINE 19 | 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. |
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