Memorial Health Partners Foundation Inc

“Pursuant to section 8.1 of the organization's bylaws, the board of directors may, by resolution adopted by a majority of the voting directors then in office, establish one or more committees, as needed or required to conduct and transact the business of the corporation. Except as otherwise provided in these bylaws, the board of directors may set the qualifications for membership on any committee it may establish; provided that each committee other than the nominating advisory committee shall consist of at least two directors of the corporation. Committees may include persons other than directors, except that a committee that has the authority to act on behalf of the board of directors must include only directors of the corporation.”

“The sole member of the organization is memorial health care system, inc., a kentucky nonprofit corporation.”

“The organization's sole member has the power to appoint, replace or remove the members of the board of directors. 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 memorial health care system, inc. ("mhcs"). Pursuant to the organization's bylaws, both mhcs and commonspirit health (mhcs'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 mhcs board: * approve members of memorial health partners foundation, inc ("mhpf") board * amendment of the corporate documents of mhpf * approve removal of a member of the governing body of mhpf * adoption of long range and strategic plans for mhpf 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 mhpf * removal of a member of the governing body of mhpf * approval of issuance of debt by mhpf * approval of participation of mhpf in a joint venture * approval of formation of a new corporation by mhpf * approval of a merger involving mhpf * approval of the sale of all or substantially all of the assets of mhpf * to require the transfer of assets by mhpf to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. Pursuant to the organization's bylaws, mhcs 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.”

“Once the return is prepared, the return is reviewed by the mhp foundation ceo, the mhp foundation cfo, and the mhcs cfo. Copies of the final return are then provided to the mhp foundation board members. 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.”

“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 - employed physicians and advanced practice providers - 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.”

“Commonspirit's board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for setting reasonable compensation practices for certain executives within organization. The human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be in determining variable compensation. The human resources and compensation committee also engages an independent consultant and financial legal counsel to validate the organization's benchmarking approach and reasonableness of the total compensation and benefits packages for certain executives. Appropriate comparable data is obtained by the commonspirit health compensation department from independent third-party salary surveys, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities) for all other staff and leadership roles.”

“The organization's governing documents and conflict of interest policy are available upon request from the administration department. In addition, the governing documents are available from the tennessee secretary of state. The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org.”

“Mhp foundation ("mhpf") follows the document retention and destruction policy of memorial health care system, mhpf's sole corporate member. However, this policy has not been formally adopted by mhpf's board of directors. The document retention policy for memorial health care system went into effect in october 2012.”

“I. Introduction memorial health partners foundation, inc. (mhpf) is a tennessee nonprofit corporation that was formed on march 21, 2002 to provide medical services in chattanooga, tennessee and its surrounding community. Mhpf owns and operates physician clinics and related facilities in the area and engages in activities designed to promote the health care needs of the community, in particular the provision of health care services by physicians and other health care professionals. Mhpf currently provides services at 54 clinic locations through 90 physician employees and 61 mid-level provider employees. Mhpf also provides hospitalist services at memorial health care system campuses through 52 physician employees and 42 mid-level provider employees. Medical care is provided to all persons in the community, regardless of their ability to pay. Mhpf's sole corporate member is memorial health care system, inc. (mhcs), a kentucky nonprofit corporation that is exempt from federal income tax under section 501 (c) (3) of the internal revenue code. Mhpf and mhcs are part of a nationwide system of nonprofit, tax-exempt health care providers of which catholic health initiatives, inc. (chi), a colorado nonprofit corporation which is also exempt from federal tax as an organization described under section 501(c)(3), serves as the sole corporate member. As a part of the chi system, mhpf and mhcs operate in conformity with the mission of chi, which among other things obligates mhpf and mhcs to operate in ways that "nurture the healing ministry of the church, bringing it new life, energy and viability in the 21st century, and that "emphasize human dignity and social justice in the creation of healthier communities." mhpf is dedicated to christian values and is able to incorporate efficient practices to ensure continuation of its mission into the future. Mhpf participates in tncare and medicare, and has an active charity care program. Mhpf was granted tax exempt status on march 24, 2002 as a 509 (a) 2 entity. Ii. Community benefit approach mhpf's 54 clinics are dispersed in six counties in southeast tennessee and northeast georgia. Since its formation in 2002, mhpf's primary focus has been the provision of health care services and the promotion of a health community. Mhpf understands the needs in medically underserved areas within chattanooga and operates a clinic central to many of those areas in order to provide care to the underserved. Mhpf as a result commits substantial resources to sponsor a broad range of services to both the poor as well as the broader community. Benefits for the poor include the cost of providing services to persons who cannot afford health care due to inadequate resources and/or who are uninsured or underinsured, and include traditional charity care, unpaid costs of medicaid, and other unpaid costs of clinics. Benefits provided to the broader community also include the costs of providing services to other populations who may not qualify as poor but may need special services and support. Benefits to the broader community include the unpaid costs of medicare programs for seniors. In fiscal year 2024, memorial health partners foundation provided community benefits and services through approximately 609,340 patient encounters at a total cost of $96,165,811. Donations, grants, and other receipts totaling $47,874,391 were available as direct offsets to these costs. The major components of these community services are as follows: community benefits for the poor: estimated number of people served | community benefit cost cost of charity care provided: 14,606 | 1,341,751 unreimbursed cost of public programs: 52,924 | 4,100,076 non-billed services for the poor: | 63,250 total community benefits for the poor: 67,530 | 5,505,077 total cost of community benefits 5,505,077 benefits for the broader community: unpaid costs of medicare: 541,810 | 42,849,593 total community benefit including the unpaid cost of medicare 609,340 | 48,354,6”