2024-11-15T14:42:30-06:00 2023-12-31 990 2023-01-01 431784657 THE SARAH COMMUNITY SARA 3149947800 12800 CORPORATE HILL DRIVE ST LOUIS MO 63131 BARBARA POTTS VP FINANCE 3149947800 2024-11-15 0 2023 2024-10-15 13:58:12Z X SR JUDITH BELL 12800 CORPORATE HILL DRIVE ST LOUIS MO 63131 21148021 0 X HTTPS://STANDREWS1.COM/COMMUNITIES/BRIDGETON-MO-T X 1997 MO TO SUPPORT THE HEALTH WELLNESS INITIATIVES OF SSM HEALTH HOSPITALS IN THE ST. LOUIS METROPOLITAN AREA. 16 16 291 14 0 0 26277 98949 17378832 20116567 662541 625755 283084 295975 18350734 21137246 1000 1000 0 0 9295548 10738757 0 0 0 10987808 10143401 20284356 20883158 -1933622 254088 32438130 35774573 18133701 20662984 14304429 15111589 X THROUGH OUR EXCEPTIONAL HEAL TH CARE SERVICES, WE REVEAL THE HEALING PRESENCE OF GOD. 0 0 19059348 1000 20116567 BRIEFLY DESCRIBE THE ORGANIZATION'S MISSION: SINCE IT WAS FOUNDED IN 1872 BY CATHOLIC SISTERS, SSM HEALTH (SSMH) HAS EXISTED TO MEET THE_HEALTH NEEDS OF THE COMMUNITIES IT SERVES. SSMH IS A CATHOLIC, NOT-FOR-PROFIT HEAL TH SYSTEM SERVING THE COMPREHENSIVE HEAL TH NEEDS OF COMMUNITIES ACROSS THE MIDWEST THROUGH ONE OF THE LARGEST INTEGRATED DELIVERY SYSTEMS IN THE NATION. WITH CARE DELIVERY SITES IN ILLINOIS, MISSOURI, OKLAHOMA, AND WISCONSIN, SSMH INCLUDES 23 ACUTE CARE HOSPITALS, ONE CHILDREN'S HOSPITAL, MORE THAN 290 PHYSICIAN OFFICES AND OTHER OUTPATIENT AND VIRTUAL CARE SERVICES, 12 POST-ACUTE FACILITIES, COMPREHENSIVE HOME CARE AND HOSPICE SERVICES, A PHARMACY BENEFIT COMPANY, A HEALTH INSURANCE COMPANY, AND AN ACCOUNTABLE CARE ORGANIZATION. THE HEALTH SYSTEM EMPLOYS OVER 40,000 PEOPLE AND IS AFFILIATED WITH 11,000 PHYSICIANS MAKING IT ONE OF THE LARGEST EMPLOYERS IN EVERY COMMUNITY IT SERVES. IN THE TRADITION OF ITS FOUNDING SISTERS, SSMH STRIVES TO FULFILL ITS MISSION BY PROVIDING EXCEPTIONAL HEALTH CARE TO EVERYONE WHO COMES TO ITS HOSPITALS, REGARDLESS OF THEIR ABILITY TO PAY. THE MISSION OF SSM HEALTH FOUNDATION - ST. LOUIS IS TO INSPIRE FINANCIAL AND SPIRITUAL SUPPORT OF SSM HEAL TH'S MISSION BY BUILDING PERSONAL RELATIONSHIPS AND COMMUNITY ENGAGEMENT TO ACHIEVE THE VISION OF A SUSTAINABLE AND MEANINGFUL HEALTH IMPACT IN OUR COMMUNITY. THE FOUNDATION CARES ABOUT PEOPLE AND THE OVERALL COMMUNITY. SINCE HEAL TH AND WELLNESS TOUCHES EVERY PERSON AND THEIR QUALITY OF LIFE, THOSE IMPACTS NEED TO BE ADDRESSED. SSM HEAL TH FOUNDATION - ST. LOUIS SEEKS TO PROMOTE AND ADVANCE QUALITY HEAL TH CARE THROUGH SUPPORT OF PATIENT CARE SERVICES, MEDICAL EDUCATION AND COMMUNITY OUTREACH PROGRAMS. PATIENT CARE SERVICES INCLUDE MEDICAL RESEARCH, WELLNESS AND PREVENTION PROGRAMS AND CAPITAL PROJECTS. THE FOUNDATION SUPPORTS THE FOLLOWING SSM HEAL TH HOSPITALS IN THE ST. LOUIS METROPOLITAN AREA: SSM HEAL TH DEPAUL HOSPITAL - ST. LOUIS, SSM HEAL TH SAINT LOUIS UNIVERSITY HOSPITAL, SSM HEALTH ST. CLARE HOSPITAL - FENTON, SSM HEALTH ST. JOSEPH HOSPITAL - LAKE SAINT LOUIS, SSM HEALTH ST. JOSEPH HOSPITAL - ST. CHARLES, SSM HEALTH ST. JOSEPH HOSPITAL - WENTZVILLE AND SSM HEALTH ST. MARY'S HOSPITAL - ST. LOUIS. THE FOUNDATION PROVIDED PHILANTHROPIC SUPPORT TO NUMEROUS PROGRAMS AT THE SEVEN SSM HEALTH ST. LOUIS AREA REGIONAL HOSPITALS INCLUDING, BUT NOT LIMITED TO: SUPPORT GROUPS FOR PATIENTS LIVING WITH CANCER; NUTRITION COUNSELING, MEDICAL SUPPLIES FOR UNINSURED/UNDERINSURED PATIENTS; SCREENING MAMMOGRAMS AND DIAGNOSTIC SERVICES FOR UNINSURED WOMEN; CONTINUING PROGRAM CONNECTING MOTHERS WITH NEEDED RESOURCES AND EDUCATION; CONTINUED RESEARCH IN THE FIELD OF MATERNAL-FETAL MEDICINE, NURSING SCHOLARSHIPS FOR CONTINUING EDUCATION, ADVANCED EQUIPMENT AND CAPITAL FUNDING. 19059348 1 1 0 0 0 0 0 0 1 0 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 54 0 1 291 1 0 0 0 0 0 0 0 0 0 0 X 16 16 1 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X STEPHANIE KING 3149892712 12800 CORPORATE HILL DRIVE ST LOUIS MO 63131 SR TERESA GEORGE DC DIRECTOR - PART YEAR 1.00 0.00 X 0 0 0 SRKARL MARY WINKELMANN SSND DIRECTOR 1.00 0.00 X 0 0 0 TINA GARRISON DIRECTOR, REGIONAL CHIEF OPERATING OFFICER 1.00 41.00 X 0 689730 266288 SR IRMA KENNEBECK FSM DIRECTOR - PART YEAR 1.00 0.00 X 0 0 0 SR DAWN ACHS SSND DIRECTOR - PART YEAR 1.00 0.00 X 0 0 0 SR ANNE STEVENS SL DIRECTOR - PART YEAR 1.00 0.00 X 0 0 0 MICHAEL JAMES RAKEY II DIRECTOR 1.00 0.00 X 0 0 0 DIAN DAVITT DIRECTOR 1.00 0.00 X 0 0 0 SRMARY CATHERINE DUNN DC DIRECTOR 1.00 0.00 X 0 0 0 SRLYNNE LIEUX RSCJ DIRECTOR 1.00 0.00 X 0 0 0 KAREN REWERTS DIRECTOR, PT YR TRESURER, VP FINANCE SSM HEALTH 1.00 42.00 X X 0 801331 287514 DG GLOEDE DIRECTOR, PY CHAIRPERSON, PRESIDENT SSM POST ACUTE 1.00 48.00 X X 0 352791 181038 JAYNE LYNCH PT YR DIRECTOR, SECRETARY 1.00 40.00 X X 0 0 0 JOHN O'SHAUGHNESSY PT YR DIRECTOR, TREASURER 1.00 0.00 X X 0 0 0 MARY ANN DRAKE DIRECTOR, VICE PRESIDENT 1.00 0.00 X X 0 0 0 SR JUDITH BELL FSM DIRECTOR, PRESIDENT, CHAIRPERSON - PART YR 1.00 0.00 X X 0 0 0 DOUGLAS LONG SECRETARY, CHIEF LEGAL COUNSEL 1.00 72.20 X 0 1425239 777013 STEVE SMOOT VICE PRESIDENT, COO OF SSM HEALTH 1.00 65.00 X 0 3074963 888561 RANDY COMBS - PART YEAR TREASURER, CFO SSM HEALTH 1.00 69.00 X 0 2182354 1238074 KEVIN SMITH - PART YEAR TREASURER, CFO SSM HEALTH 1.00 72.20 X 0 219586 99334 TRACY HAARMANN EXECUTIVE DIRECTOR 40.00 0.00 X 0 0 0 0 8745994 3737822 0 0 1 0 BY DESIGN CONTRACTING LLC 512 BROOKSIDE FOREST CT OFALLON MO 63366 CONSTRUCTION SERVICES 578181 1 98949 98949 RESIDENT SERVICES 623990 20116567 20116567 20116567 29770 29770 595985 0 595985 595985 595985 1877 -1877 -1877 8751 8898 -147 -147 OTHER REVENUE 900099 285540 285540 CAFETERIA REVENUE 722514 12459 12459 297999 21137246 20116567 0 921730 X 1000 1000 8553652 7859068 694584 65601 60274 5327 1418631 1303434 115197 700873 643960 56913 721164 668514 52650 3805 3789 16 4223 4223 2259822 2050950 208872 380327 346508 33819 1346385 1224331 122054 922923 834823 88100 9498 9498 5199 5199 788566 724884 63682 1921775 1777303 144472 712569 655454 57115 MEDICAL SUPPLIES & EQUI 381943 360422 21521 NON-PATIENT BAD DEBT 353533 219439 134094 DIRECTR DONOR BENEFIT 228162 228162 OTHER EXPENSES 59717 43426 16291 43790 38910 4880 20883158 19059348 1823810 0 2900 1010531 1753050 1853329 2490081 2972766 59633 74538 58389 60793 45455140 27140982 19469147 18314158 8604930 7896232 0 3592226 32438130 35774573 773497 990166 210030 194193 16749144 19494471 401030 -15846 18133701 20662984 X 13702686 15118228 601743 -6639 14304429 15111589 32438130 35774573 X 254088 335437 217635 X 0 0 0 X 7228 1790081 710630 26277 98949 2633165 18462022 17658329 16543195 17378832 20116567 90158945 15713 2831 232895 662541 625755 1539735 18484963 19451241 17486720 18067650 20841271 94331845 0 0 0 94331845 1192901 364266 275319 297999 2130485 19677864 19815507 17486720 18342969 21139270 96462330 0.97790 0.96160 0.00000 0.02000 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 40960231 23796719 17163513 21302 1359 19943 4473607 3342904 1130702 18314158 ESTIMATED THIRD PARTY SETTLEMENT 20004 PROJECT & BOND FUNDS 2993479 INTERCOMPANY RECEIVABLES 578743 3592226 INTERCOMPANY PAYABLE 20336 DEBT FINANCING COSTS -331963 OTHER LONG-TERM LIABILITIES 295781 -15846 X PART X, LINE 2: MANAGEMENT HAS EVALUATED THERE INCOME TAX POSITIONS UNDER THE GUIDANCE INCLUDED IN ASC 740. BASED ON THEIR REVIEW, MANAGEMENT HAS NOT IDENTIFIED ANY MATERIAL UNCERTAIN TAX POSITIONS TO BE RECORDED OR DISCLOSED IN THE FINANCIAL STATEMENTS. SCHEDULE D, PART IV, LINE 2B - EXPLANATION OF ESCROW AGREEMENT THE COMMUNITY MAINTAINS SAVINGS ACCOUNTS ON BEHALF OF CERTAIN RESIDENTS. THE COMMUNITY ACTS AS TRUSTEE OF THESE FUNDS WHICH ARE MAINTAINED FOR THE PERSONAL USE OF THOSE RESIDENTS. THE FUNDS ARE EXPANDED AT THE DIRECTION OF THE RESIDENTS. SCHEDULE D, PART X, LINE 2 - FIN 48 (ASC 740) FOOTNOTE MANAGEMENT HAS EVALUATED THERE INCOME TAX POSITIONS UNDER THE GUIDANCE INCLUDED IN ASC 740. BASED ON THEIR REVIEW, MANAGEMENT HAS NOT IDENTIFIED ANY MATERIAL UNCERTAIN TAX POSITIONS TO BE RECORDED OR DISCLOSED IN THE FINANCIAL STATEMENTS. X 0 1 0 1 0 0 0 0 0 0 0 STEVE SMOOT VICE PRESIDENT, COO OF SSM HEALTH 0 1173646 0 737192 0 1164125 0 848197 0 40364 0 3963524 0 878090 RANDY COMBS - PART YEAR TREASURER, CFO SSM HEALTH 0 1242308 0 669269 0 270777 0 1203989 0 34085 0 3420428 0 669269 DOUGLAS LONG SECRETARY, CHIEF LEGAL COUNSEL 0 759270 0 495539 0 170430 0 753634 0 23379 0 2202252 0 495539 KAREN REWERTS DIRECTOR, PT YR TRESURER, VP FINANCE 0 589021 0 154022 0 58288 0 253200 0 34314 0 1088845 0 207408 TINA GARRISON DIRECTOR, REGIONAL CHIEF OPERATING O 0 533210 0 122385 0 34135 0 240884 0 25404 0 956018 0 154850 DG GLOEDE DIRECTOR, PY CHAIRPERSON, PRESIDENT 0 307772 0 43403 0 1616 0 151034 0 30004 0 533829 0 30403 KEVIN SMITH - PART YEAR TREASURER, CFO SSM HEALTH 0 117134 0 102320 0 132 0 96255 0 3079 0 318920 0 0 PART I, LINE 1A AN INDIVIDUAL LISTED ON PART VII SECTION A, RECEIVED TAX INDEMNIFICATION/GROSS UP PAYMENTS IN 2023, WHICH WAS INCLUDED IN TAXABLE PART I, LINE 4B SSM HEAL TH (SSMH) PROVIDES THIS SUPPLEMENTAL DEFINED BENEFIT NONQUALIFIED RETIREMENT PLAN TO ANY EMPLOYEE WHO IS A PARTICIPANT IN THE SSMH QUALIFIED DEFINED BENEFIT PLAN WHO EARNS OVER THE INTERNAL REVENUE SERVICE COMPENSATION LIMIT. THE PLAN "RESTORES" THE BENEFITS TO THESE EMPLOYEES THAT WOULD HAVE BEEN PROVIDED UNDER THE SSMH QUALIFIED PLAN IF THE REGULATIOS DID NOT IMPOSE COMPENSATION LIMITS. AN INDIVIDUAL CAN TAKE A DISTRIBUTION FROM THE PLAN AT (1) AGE 65 OR OLDER IF THE INDIVIDUAL IS STILL EMPLOYED BY SSMH OR (2) AGE 55 OR OLDER IF THE INDIVIDUAL IS NO LONGER EMPLOYED BY SSMH. NO INDIVIDUALS LISTED ON PART VII OF FORM 990 RECIVED DISTRIBUTIONS FROM THE PLAN IN 2022. CAPITAL ACCUMULATION PLAN: SSMH PROVIDES THIS SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN TO EXECUTIVE LEVEL EMPLOYEES. THE ORGANIZATION CONTRIBUTED A PERCENTAGE OF THE EMPLOYEE'S BASE SALARY INTO THEIR CHOICE OF A SELECT LIST OF INVESTMENTS. THE DEPOSITS AND EARNINGS OF THE PLAN ARE OWNED BY SSMH AND ARE TAX-DEFERRED UNTIL A DISTRIBUTION IS MADE TO THE EMPLOYEE. IN ADDITION, THE PLAN HAS SPECIAL SAFEGUARDS IN PLACE TO PROTECT THE FUNDS FROM CONTINGENCIES, OTHER THAN INSOLVENCY. FOR CONTRIBUTIONS MADE TO THE PLAN IN 2014 OR AFTER, THE DISTRIBUTION WILL OCCUR AFTER THE COMPLETION OF FOUR PLAN YEARS FOR ALL EXECUTIVES THAT STILL ACTIVELY EMPLOYED ON THE DISTRIBUTION DATE. ANY ACTIVE PARTICIPANT 65 YEARS OR OLDER WILL RECEIVE THE CONTRIBUTION IN THE CURRENT YEAR. THE FOLLOWING INDIVIDUALS LISTED ON PART VII OF THE FORM 990 RECEIVED DEFERRALS FROM THIS PLAN IN 2023: DOUGLAS LONG $161,286 STEVE SMOOT $249,972 RANDALL COMBS $261,633 KEVIN SMITH $95,493 DOUGLAS LONG $159,815 KAREN REWERTS $56,755 DG GLOEDE $28,146 TINA GARRISON $ 52,767 THE FOLLOWING INDIVIDUALS LISTED ON PART VII OF THE FORM 990 RECEIVED DISTRIBUTIONS FROM THIS PLAN IN 2023. ALL DISTRIBUTIONS RECEIVED FROM THE PLAN IN THE CURRENT YEAR WERE INCLUDED IN THE INDIVIDUAL'S TAXABLE COMPENSATION. STEVE SMOOT $249,972 KAREN REWERTS $53,386 TINA GARRISON $32,465 A THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF BRIDGETON MISSOURI 431309863 108468AZ2 2016-10-12 16079015 REFUND 2011A BONDS. 2011A BONDS ORIGINALLY ISSUED ON 10/28/11. 0 0 0 B THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF BRIDGETON MISSOURI 431309863 000000000 2019-12-30 10000000 REFUND 2011A BONDS. 2011A BONDS ORIGINALLY ISSUED ON 10/28/11. 0 0 0 A 4915000 16079015 1702651 16079015 0 1 1 1 B 1635000 10000000 75348 9924652 2001 1 0 1 1 A 1 0 1 1 0 0.00000 0.00000 0.00000 1 1 0.00000 0 1 B 0 0 1 1 0 0.00000 0.00000 0.00000 1 1 0.00000 0 1 A 0 0 0 0 0 0 1 0 1 1 B 0 1 0 0 0 0 0 0 1 A 1 B 1 SCHEDULE K, PART I - DATE REBATE COMPUTATION PERFORMED ISSUER NAME: THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF BRIDGETON, DATE THE REBATE COMPUTATION WAS PERFORMED: 10/01/2021 SCHEDULE K, PART I -DATE REBATE COMPUTATION PERFORMED THIS AMOUNT REPRESENTS 2016 BOND PROCEEDS DEPOSITED INTO THE 2016 ESCROW FUND AND USED TO REDEEM THE 2011A BONDS ON 5/1/2018. SCHEDULE K, PART II, LINE 11 - PART II, COLUMN B, LINE 11: THIS AMOUNT REPRESENTS 2019 BOND PROCEEDS DEPOSITED INTO THE 2019 REDEMPTION ACCOUNT AND USED TO REDEEM THE 2013 BONDS ON 12/30/2019. SCHEDULE K, PART IV, LINE 6 - PART IV, COLUMN A, LINE 6: THE 2016 BONDS ADVANCE REFUNDED THE 2011A BONDS, PROCEEDS OF THE 2016 BONDS WERE HELD IN A YIELD RESTRICTED ESCROW FUND UNTIL THE REDEMPTION OF THE 2011A BONDS ON 5/1/2018. FORM 990, PART VI, SECTION A, LINE 2 JOHN O'SHAUGHNESSY SERVES AS THE ORGANIZATION'S TREASURER. HE IS EMPLOYED BY THE FRANCISCAN SISTERS OF MARY (FSM) AS ITS CFO/CIO. FSM IS ONE OF THE FIVE COLLABORATING CATHOLIC CONGREGATIONS OF RELIGIOUS WOMEN OF THE SARAH COMMUNITY. FORM 990, PART VI, SECTION A, LINE 3 ST. ANDREWS MANAGEMENT SERVICES, INC IS RESPONSIBLE FOR BOTH ADMINISTRATIVE AND OPERATIONAL LEADERSHIP OF THIS FACILITY. ALL EMPLOYEES ARE EMPLOYEES OF THE SARAH COMMUNITY, EXCEPT FOR THE EXECUTIVE DIRECTOR. IN 2023, EXECUTIVE DIRECTOR TRACY HAARMAAN WAS COMPENSATED $XX,XXX IN WAGES AND BENEFITS BY ST. ANDREWS RESOURCE FOR SENIOR SYSTEM FOR HER SERVICES TO THE SARAH COMMUNITY. FORM 990, PART VI, SECTION A, LINE 6 EFFECTIVE JULY 1, 2022, THE SOLE MEMBER OF THE CORPORATION IS SSM HEAL TH BUSINESSES. SSM HEAL TH BUSINESSES IS A NONPROFIT 501 (C)(3) ORGANIZATION. BOTH THE SARAH COMMUNITY AND SSM HEAL TH BUSINESSES ARE PART OF THE INTEGRATED HEAL TH CARE SYSTEM KNOWN AS SSM HEAL TH. FORM 990, PART VI, SECTION A, LINE 7A EFFECTIVE JULY 1, 2022, THE SOLE MEMBER OF THE CORPORATION IS SSM HEAL TH BUSINESSES. SSM HEAL TH BUSINESSES IS A NONPROFIT 501 (C)(3) ORGANIZATION. BOTH THE SARAH COMMUNITY AND SSM HEAL TH BUSINESSES ARE PART OF THE INTEGRATED HEAL TH CARE SYSTEM KNOWN AS SSM HEAL TH. THE MEMBER HAS THE RIGHT TO APPOINT THE BOARD OF TRUSTEES EXCEPT FOR ANY TRUSTEE WHO SERVES EX OFFICIO, AND TO REMOVE APPOINTED TRUSTEES WITH OR WITHOUT CAUSE. FORM 990, PART VI, SECTION A, LINE 7B THE FOLLOWING POWERS ARE RESERVED FOR THE MEMBER: A. TO ESTABLISH AND CHANGE THE MISSION, PHILOSOPHY AND VALUES OF THE CORPORATION; B. TO APPOINT ADDITIONAL, SUCCESSOR OR REPLACEMENT MEMBERS; C. TO APPOINT AND REMOVE THE DIRECTORS; D. TO APPOINT AND REMOVE THE PRESIDENT OF THE CORPORATION AND THE CHIEF EXECUTIVE OFFICER OF ANY OPERATING DIVISION OF THE CORPORATION; E. TO APPROVE AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE CORPORATION AS PROVIDED THEREIN; F. TO APPROVE AMENDMENTS TO THE BYLAWS OF THE CORPORATION; G. TO APPROVE THE MERGER, CONSOLIDATION OR DISSOLUTION OF THE CORPORATION; H. TO APPROVE THE FORMATION OF A CONTROLLED SUBSIDIARY OR A REMOTELY CONTROLLED SUBSIDIARY; I. TO APPROVE THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION; J. TO APPROVE THE ACQUISITION OR DISPOSITION BY THE CORPORATION OF ANOTHER LEGAL ENTITY OR AN INTEREST IN ANOTHER LEGAL ENTITY; K. TO AUTHORIZE OR APPROVE THE ACQUISITION OR DISPOSITION BY THE CORPORATION OF REAL PROPERTY OR ANY INTEREST IN REAL PROPERTY; L. TO ESTABLISH CENTRALIZED EMPLOYEE BENEFIT, INSURANCE, INVESTMENT, FINANCING, CORPORATE RESPONSIBILITY, PERFORMANCE ASSESSMENT AND IMPROVEMENT AND OTHER OPERATIONAL AND SUPPORT PROGRAMS; TO REQUIRE THE PARTICIPATION OF THE CORPORATION IN SUCH PROGRAMS; AND TO AUTHORIZE THE OPENING AND CLOSING OF BANK ACCOUNTS AND INVESTMENT ACCOUNTS IN THE NAME OF THE CORPORATION IN CONNECTION WITH SUCH PROGRAMS; M. TO APPROVE THE STRATEGIC, FINANCIAL AND HUMAN RESOURCES PLAN OF THE CORPORATION; N. TO APPOINT THE AUDITOR AND CORPORATE COUNSEL FOR THE CORPORATION; O. TO AUTHORIZE AND APPROVE BORROWING MONEY AND ENTERING INTO FINANCIAL GUARANTIES BY THE CORPORATION, INCLUDING ACTIONS RELATING TO THE FORMATION, JOINING, OPERATION, WITHDRAWAL FROM AND TERMINATION OF A CREDIT GROUP OR AN OBLIGATED GROUP AND THE GRANTING OF SECURITY INTERESTS IN THE PROPERTY OF THE CORPORATION; P. TO REQUIRE THE CORPORATION TO TRANSFER ASSETS, INCLUDING BUT NOT LIMITED TO CASH, TO SSMHCC OR TO ANY OTHER ENTITY EXEMPT FROM FEDERAL INCOME TAX AS AN ORGANIZATION DESCRIBED IN 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR THE CORRESPONDING PROVISION OF ANY FUTURE UNITED STATES INTERNAL REVENUE LAW, WHICH IS CONTROLLED BY SSMHCC, TO THE EXTENT NECESSARY TO ACCOMPLISH THE MISSION, GOALS AND OBJECTIVES OF SSMHCC AS DETERMINED BY SSMHCC; Q. TO APPROVE THE TRANSFER OF ASSETS BY THE CORPORATION TO ANY ENTITY OTHER THAN SSMHCC, OTHER THAN TRANSFERS MADE IN THE ORDINARY COURSE OF OPERATIONS OF THE CORPORATION WHICH WILL NOT REQUIRE MEMBER APPROVAL; AND R. TO DETERMINE THE EXTENT TO WHICH AND THE MANNER IN WHICH THE POWERS DESCRIBED IN THIS SECTION WHICH ARE RESERVED TO SSMHCC WITH RESPECT TO THE CORPORATION ARE TO BE INCLUDED IN THE GOVERNING DOCUMENTS OF ANY CONTROLLED SUBSIDIARY, REMOTELY CONTROLLED SUBSIDIARY OR NON-CONTROLLED SUBSIDIARY AND EXERCISED WITH RESPECT TO ANY CONTROLLED SUBSIDIARY, ANY REMOTELY CONTROLLED SUBSIDIARY OR ANY NONCONTROLLED SUBSIDIARY. THE MEMBER HAS THE FOLLOWING POWERS: A. TO ESTABLISH AND CHANGE THE PHILOSOPHY OF THE FOUNDATION B. TO APPOINT THE BOARD OF TRUSTEES, EXCEPT FOR THE TRUSTEES NAMED IN THE ARTICLES OF INCORPORATION FOR THEIR INITIAL TERM AND EXCEPT FOR ANY TRUSTEE WHO SERVES EX OFFICIO, AND TO REMOVE THE TRUSTEE WITH OR WITHOUT CAUSE C. TO APPROVE AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE FOUNDATION AS PROVIDED IN THE BYLAWS D. TO APPROVE THE BYLAWS OF THE FOUNDATION AND ANY AMENDMENTS THERETO E. TO APPROVE THE MERGER, CONSOLIDATION OR DISSOLUTION OF THE FOUNDATION F. TO APPROVE THE SALE, CONVEYANCE, ASSIGNMENT, TRANSFER, ALIENATION, PLEDGE, ENCUMBRANCE, MORTGAGE OR LEASE OF REAL PROPERTY OR ANY INTEREST THEREIN OF THE FOUNDATION IN ACCORDANCE WITH THE POLICIES APPROVED BY THE MEMBER G. TO APPROVE I) THE ACQUISITION OF REAL PROPERTY OR ANY INTEREST THEREIN OR II) THE ACQUISITION OF STOCK OF A CORPORATION IF, AFTER THE ACQUISITION, THE FOUNDATION WILL OWN A MAJORITY OF THE VOTING STOCK OF SUCH CORPORATION, IN ACCORDANCE WITH POLICIES APPROVED BY THE MEMBER H. TO APPROVE THE SALE, TRANSFER OR OTHER DISPOSITION OF THE VOTING STOCK OF A CORPORATION IF BEFORE THE DISPOSITION THE FOUNDATION OWNED A MAJORITY OF THE VOTING STOCK OF THE CORPORATION AND AFTER SUCH DISPOSITION THE FOUNDATION WOULD NOT OWN A MAJORITY OF THE VOTING STOCK OF THE CORPORATION, IN ACCORDANCE WITH POLICIES APPROVED BY THE MEMBER I. TO APPROVE ANY BORROWINGS OR GUARANTEES OF THE FOUNDATION IN ACCORDANCE WITH POLICIES APPROVED BY THE MEMBER J. TO ESTABLISH CENTRALIZED EMPLOYEE BENEFIT, INSURANCE, INVESTMENT, FINANCING, CORPORATE RESPONSIBILITY, PERFORMANCE ASSESSMENT AND IMPROVEMENT AND OTHER OPERATIONAL AND SUPPORT PROGRAMS, TO REQUIRE THE PARTICIPATION OF THE FOUNDATION IN SUCH PROGRAMS, AND TO AUTHORIZE THE OPENING AND CLOSING OF BANK ACCOUNTS AND INVESTMENT ACCOUNTS IN THE NAME OF THE FOUNDATION IN CONNECTION WITH SUCH PROGRAMS K. TO APPROVE THE ACCEPTANCE OF ANY GIFT OR CONTRIBUTION WHICH, IN CONNECTION THEREWITH, WOULD IMPOSE A CONTINUING OBLIGATION UPON THE FOUNDATION, INCLUDING, WITHOUT LIMITATION, THE OBLIGATION TO PROVIDE HEAL TH CARE SERVICES, PAY AN ANNUITY OR UNDERTAKE ANY OTHER OBLIGATIONS, EXCEPT AS OTHERWISE DETERMINED BY THE MEMBER PURSUANT TO POLICIES ADOPTED BY THE MEMBER AND L. TO APPROVE OR REJECT PROPOSALS FOR EXPENDITURES OR CONTRIBUTIONS IN ACCORDANCE WITH ARTICLE IX OF THE BYLAWS IN THE EVENT THE PRESIDENT OF THE HOSPITAL AND THE BOARD OF TRUSTEES DO NOT AGREE WITH RESPECT TO THE APPROVAL OF SUCH PROPOSAL. FORM 990, PART VI, SECTION B, LINE 11B THE DRAFT FORM 990 IS REVIEWED BY THE TREASURER FOR ACCURACY AND MADE AVAILABLE TO THE ENTIRE BOARD. THE FINAL FORM 990 IS MAILED TO THE TREASURER OF THE BOARD FOR REVIEW AND SIGNATURE FORM 990, PART VI, SECTION B, LINE 12C AN ANNUAL CONFLICT OF INTEREST DISCLOSURE IS FILLED OUT BY EACH BOARD MEMBER, SUBMITTED AND REVIEWED BY THE ENTIRE BOARD. THE MEMBER IS THEN EXCLUDED IN ANY VOTING FOR APPLICABLE SUBJECT AREAS. FORM 990, PART VI, SECTION B, LINE 15 FORM 990, PART VI, LINE 15A -PROCESS TO ESTABLISH COMPENSATION OF TOP MANAGEMENT OFFICIAL THE ORGANIZATION'S TOP MANAGEMENT OFFICIAL, PRESIDENT, IS COMPENSATED BY A RELATED ORGANIZATION THAT UTILIZED THE FOLLOWING TO DETERMINE COMPENSATION: (1) INDEPENDENT COMPENSATION CONSUL TANT; (2) COMPENSATION SURVEY OR STUDY; (3) APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. FORM 990, PART VI, LINE 15B -PROCESS TO ESTABLISH COMPENSATION OF OTHER OFFICERS OR KEY EMPLOYEES THE ORGANIZATION DOES NOT COMPENSATE ANY OTHER INDIVIDUALS. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC UPON REQUEST BY MAILING A COPY TO THE PERSON MAKING THE REQUES FORM 990, PART IX, LINE 11G OTHER PROFESSIONAL SERVICES: PROGRAM SERVICE EXPENSES 2,050,950. MANAGEMENT AND GENERAL EXPENSES 208,872. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 2,259,822. FORM 990, PART XI, LINE 9: ADJUSTMENT FOR PY RESTRICTED NET ASSETS 217,635.