Hospital of Saint Raphael

“Hospital of Saint Raphael is a membership corporation and the sole Member of the Hospital was the Saint Raphael Healthcare System, Inc.”

“Saint Raphael Healthcare System, Inc. was the sole Member of the Hospital of Saint Raphael.”

“The following rights and powers were reserved to the Membership of the Hospital's sole Member: >To acquire, alienate or convey the real property or endowment funds of the Hospital having a value of $3,000,000 or more, or to place a mortgage on such property or funds in the amount of $3,000,000 or more. >To dispose of all or substantially all of the physical assets of the Hospital and to approve the merger or consolidation of the Hospital. >To borrow money and issue evidences of indebtedness in connection with the activities of the Hospital in the amount $3,000,000 or more, if such borrowings are to secured by mortgage, pledge or other lien on the Hospital's real property or endowment funds. >To organize or direct the organization of any corporation or other entity in which the Hospital will be a member or shareholder or have an equity interest greater than $1,000,000. >To dispose of stock or other equity interest of a corporation or other entity controlled by the Hospital. >To elect the Trustees of the Hospital who do not serve in an ex officio capacity. >To fill any vacancy occurring on the Board of Trustees, other than ex officio positions. >To amend the Certificate of Incorporation and Bylaws of the Hospital. >To appoint or remove the President of the Hospital. >To exercise any right specifically reserved to them in the certificate of incorporation of a subsidiary corporation controlled by the Hospital.”

“The governing body reviewed key elements of the 990 prior to submission.”

“Officers, trustees and key employees are required to complete the conflict of interest questionaire on an annual basis. Results of the questionaire are reviewed annually by the executive committee.”

“Compensation of the organization's chief executive officer and chief financial officer are determined by the Compensation Committee of the Board of Trustees (utilizing an independent compensation consultant in conjunction with a compensation survey of the relevant marketplace). The Compensation Committee maintains minutes of its meetings. The Chief Executive Officer and the Chief Financial Officer are employed with a written employment contract.”

“The organization made its governing documents and conflict of interest policy available to the public upon request.”

“Hours reported for volunteer trustees are the estimated hours per week that the volunteer trustees contribute to this and all other related exempt organizations, not necessarily equally but in the proportion required, for which they receive no compensation. Related exempt organizations included Saint Raphael Healthcare System, Inc. (06-1157542), and Hospital of Saint Raphael (06-0653171).”

“The Hospital of Saint Raphael provided services to the poor and the medically underserved, as well as provided benefits to the broader community. The Hospital also provided services to other needy populations that may not qualify as poor but needed special services and support. Effective as of 12:01am September 12, 2012 the majority of the assets and the operations of the Hospital of Saint Raphael were sold to Yale-New Haven Hospital (a 966 bed not for profit hospital located in New Haven, Connecticut) and its parent company (Yale-New Haven Health Services Corporation), and active operations ceased. The company remained in existence to wind-up corporate affairs, which included the collection of outstanding accounts receivable, payment of outstanding accounts payable and accrued expenses and the disposition of temporarily and permanently restricted net assets. Effective September 24, 2014 the company merged into the Saint Raphael Healthcare System, Inc., (EIN: 06-1157542).”

“Excess of revenues over expenses in Liquidation 3624913. Investment gains on restricted Net Assets 111895. Net unrealized gains on investments 15981. Net assets released from restrictions -34790. Net assets released from restrictions adjustment 317955. Net equity transfer from Saint Raphael Foundation, Inc. 12313. Net equity transfer to Saint Raphael Healthcare System, Inc. -4703275.”

“The Attorney General of the State of Connecticut has reviewed all restrictions on temporarily and permanently restricted net assets, and a cy-pres action in Connecticut Superior Court has been completed for some of these restricted amounts. Upon merger of the company restricted net assets were transferred to Saint Raphael Healthcare System, Inc., with the majority of such assets ultimately transferred to Yale-New Haven Hospital by Saint Raphael Healthcare System, Inc. on October 21, 2014.”