MID Coast Hospital

“Effective March 1, 2020, Mid Coast-Parkview Health, the sole member of the Hospital, merged into MaineHealth and MaineHealth became the sole corporate member of Mid Coast Parkview-Health. As part of the merger, the Hospital amended and restated its bylaws in March, 2020. The amendments to the Hospital's bylaws specifically address the Hospital's new relationship with its members, and their respective rights and powers over Hospital management. The March 2020 restated bylaws provide the following provisions regarding Member's Powers: The Sole Member (Mid Coast-Parkview Health, or "MCPH") shall have such powers as may be conferred on the Sole Member by law, the Articles of Incorporation, or the Bylaws of Mid Coast Hospital (the Corporation). The approval of MCPH and its own sole corporate member, MaineHealth Services, shall be required for the exercise of the following powers by the Board of the Corporation: 1.) adoption of annual budgets and modifications thereof; 2.) approval of any business, marketing, and strategic plans; 3.) authorization of certain debts incurred, assumed, or guaranteed in excess of $500,000; 4.) authorization for any acquisition, disposition, organization, or investment in a direct subsidiary or other investment; 5.) authorization of any sale, capitalized lease, assignment, transfer, mortgage, or encumbrance of properties valued in excess of $500,000; 6.) authorization for any merger or consolidation involving the Corporation; 7.) authorization for the institution of bankruptcy; 8.) authorization for certain capital investments in excess of $500,000; 9.) authorization for changes to programs and services within pre-approved strategic plans; and 10.) modifications to the Articles of Incorporation. Additionally, the approval of MCPH, but not MaineHealth Services, shall be required for the following actions by the Board of the Hospital: 1.) Election, evaluation, and termination of the President/CEO; 2.) authorization for the commencement of certain litigation; and 3.) adoption of the Corporation's Bylaws and its amendments. The March 2020 Amended Bylaws also provide that MaineHealth Services reserves certain rights and powers to elect, appoint, or remove Directors from the Corporation's Board as it deems appropriate and necessary.”

“Mid Coast-Parkview Health (MCPH) shall be the Organization's sole member with all rights and responsibilities of membership, including all voting rights. Effective March 1, 2020, MCPH merged into MaineHealth and MaineHealth became the sole corporate member of MCPH. The two health care systems will work toward full integration over several months, which will allow all organizations involved in the merger to access and provide higher quality resources and services.”

“At each annual meeting of the Sole Member, the Sole Member shall elect Directors to hold office until the election and qualification of their respective successors. The Directors shall be persons who have demonstrated an interest in the Organization's goals and objectives and, to the extent reasonably feasible, shall represent the Mid-Coast area. To the extent feasible, all directors serving on the Organization's Board of Directors shall be persons who also serve on the board of directors of MCPH. The Board of Directors shall consist of not less than thirteen persons elected by MaineHealth Services (MaineHealth Services is the sole corporate member of the Hospital's own sole member, Mid Coast-Parkview Health). One-third of the total number of Directors shall be elected at each annual meeting of MaineHealth Services. Vacancies on the Board of Directors occurring between annual meetings of MaineHealth Services may be filled by the remaining members of the Board, and the persons so becoming Directors shall serve until the next annual meeting of MaineHealth Services. At each annual meeting of MaineHealth Services, MaineHealth Services shall elect Directors to fill such terms or vacancies as may exist at that time. Additionally, any member of the Board may be removed with or without cause by vote of the MaineHealth Services at any meeting of the MaineHealth Services, provided a statement of such proposed action is given to the Director affected.”

“The business and affairs of the Corporation shall be conducted and managed by its Board of Directors which shall exercise all of the powers of the Corporation. The Board of Directors shall approve an annual operating budget, develop a long-term capital expenditure plan, and, through its own committees or the committees of its Sole Member, monitor the implementation of the plan. The Board of Directors may delegate such powers as it sees fit to committees and/or officers of the Corporation. However, the powers of the Corporation's Board of Directors may be limited and/or subject to approval by its Sole Member and MaineHealth Services for the following exercises: 1.) adoption of annual budgets and modifications thereof; 2.) approval of any business, marketing, and strategic plans; 3.) authorization of certain debts incurred, assumed, or guaranteed in excess of $500,000; 4.) authorization for any acquisition, disposition, organization, or investment in a direct subsidiary or other investment; 5.) authorization of any sale, capitalized lease, assignment, transfer, mortgage, or encumbrance of properties valued in excess of $500,000; 6.) authorization for any merger or consolidation involving the Corporation; 7.) authorization for the institution of bankruptcy; 8.) authorization for certain capital investments in excess of $500,000; 9.) authorization for changes to programs and services within pre-approved strategic plans; and 10.) modifications to the Articles of Incorporation. Additionally, the approval of Mid Coast-Parkview Health, but not MaineHealth Services, shall be required for the following actions by the Board of the Hospital: 1.) Election, evaluation, and termination of the President/CEO; 2.) authorization for the commencement of certain litigation; and 3.) adoption of the Corporation's Bylaws and its amendments.”

“The Form 990 is prepared by an independent public accounting firm with the assistance of information provided by key financial staff. An initial draft is reviewed in detail by key financial staff. Once any changes are incorporated, a draft copy is presented to the Board and copies are provided upon request. For the Form 990 for September 30, 2020, the Board was provided copies of the return after it was filed with the IRS.”

“The Hospital has a compliance committee that meets on a quarterly basis to review any compliance issues that may arise.”

“An independent consultant prepares a market analysis at the regional level for all officers and key employees of the Organization. Compensation is also approved by the board and/or compensation committee annually.”

“The Organization makes its governing documents, conflict of interest policy and audited financial statements available to the public upon request.”

“Dr. Patrick Keaney was listed on prior Form 990s of the Organization as an officer due to his role as being the Medical Staff President. Dr. Keaney did not serve in this capacity during the fiscal year and therefore has not been listed as a current officer in Form 990, Part VII. He remains employed by the Hospital as a physician and has been indicated as a former officer in Part VII in accordance with IRS instructions. The compensation and benefits reported for him in Part VII as well as Schedule J, Part II represents compensation for his continued services as a physician and do not reflect payments in his capacity as a former officer. Additionally, Robert McCue, the Organization's Former CFO, retired in September of 2019, at the end of the Organization's previous tax year. Mr. McCue did not provide any services to the Organization during this tax year, though he was compensated during calendar year 2019. Accordingly, his 2019 calendar year compensation has been reported on the Organization's 2019 Form 990, Part VII and Schedule J.”

“The audit process has not changed from the prior year.”