Saint Vincent Catholic Medical Centers

“The organization delegated control over management duties, customarily performed by or under the direct supervision of officers, directors or trustees, or key employees, is to a management company, toneykorf partners, llc. Steven korf, a shareholder in toneykorf partners, llc, is the president and chief executive officer of the organization. Mr. Korf's appointment was approved by the bankruptcy court. The organization paid toneykorf partners, llc $626,040 for the services of mr. Korf as president and chief executive officer for the year ending december 31, 2022. For the year ending december 31, 2022, management fees paid to toneykorf partners, llc were $2,872,735.”

“The certificate of incorporation and bylaws were amended on december 22, 2022. The following included significant changes made to the certification of incorporation: 1. Removed provisions regarding the ability of svcmc to operate hospitals and to provide other health related services and replaced it with a new statement of svcmc's purposes related to operation of a military health plan. 2. Added and deleted certain specifically listed activities that svcmc is authorized and empowered to conduct (e.g. Removed hospital services and added language related to operation of a military healthcare plan sponsored by the us department of defense. Added language to allow for svcmc to make grants for charitable and educational purposes in furtherance of its tax exempt purposes. Clarified that the members may amend the bylaws either at a meeting or by unanimous written consent. The following included significant changes made to the bylaws: 1. Increased the number of members from 2 to 3. 2. Inserted text allowing for remote participation in member meetings. 3. Inserted voting threshold for members to formally take action. 4. Added staggered terms for directors. Removed requirement to include a physician on the board. 5. Provided for directors appointed to fill a vacancy to serve the entire remaining term of their predecessors, rather than only until the next annual meeting. 6. Provided that if a director is removed for cause by the board, rather than the members, a unanimous vote is required. 7. Changed removal of ceo to be by the member rather than the board.”

“The corporation has three members: (i) jane iannucelli, s.c., (ii) donna dodge, s.c., and (iii) margaret o'brien, s.c. In the case of the absence or inability to act of either member, the rights of such member shall be vested in, and the duties of such member shall be performed by, the administrator of the the sisters of charity of st. Vincent de paul of new york, or of the successor congregation, or other organization of such congregation.”

“At the annual meeting the members shall, by unanimous vote, elect the directors for a term of three years.”

“The power to approve the following matters shall be reserved to the members and no such matter shall be performed or authorized by the corporation unless and until such approval has been granted by the members: a) the establishment or modification of the mission, purpose or philosophy of the corporation; b) the sale, lease, pledge or other disposition of real property owned by the corporation or the imposition of a mortgage on any real property owned by the corporation, to the extent required by canon law; c) the adoption, amendment or repeal of any plan of dissolution, merger or consolidation of the corporation; d) the adoption, amendment or repeal of any partnership arrangements involving the corporation that will affect the mission or religious or ethical identity of the corporation; e) the election of the president and ceo; f) any action taken by the corporation that could place catholic health care in the archdiocese of new york or diocese of brooklyn at serious risk of not being consistent with the corporation's mission, purpose or philosophy or the ethical and religious directives of the roman catholic church; g) the election of the directors of the corporation and the appointment of the chair or co-chairs of the board of directors; and h) the amendment of the certificate of incorporation of the corporation or the amendment or repeal of the by-laws of the corporation, subject to the authority granted to the board of directors.”

“The organization has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. After the form 990 has been prepared, reviewed by management and is ready to be filed, it is electronically filed with the internal revenue service.”

“All employees who are considered to be "key employees" because of their ability to influence substantive business decisions (e.g. Purchase, contracts, leases, etc.) and members of the board of directors are required to annually complete a complete a conflict of interest disclosure form that is reviewed by the compliance officer. If there are any potential conflicts identified by key employees, the board of directors is informed. Once all potential conflict information is gathered, the board of directors shall make a determination whether actual conflicts exist. When a conflict is identified, corrective action shall be taken in accordance with the type and extent of conflict. In all situations, the relevant individual shall be removed or recused from any decision making related to the potential conflict. Key employees and members of the board of directors are further instructed to disclose throughout the year if any new or previously unidentified conflicts arise. A summary of all completed conflict of interest information is compiled. This summary is then circulated to all board members for their review.”

“The ceo has jurisdiction over executive compensation. The ceo directs periodic compensation analyses to evaluate comparability of senior leadership positions. Current policy limits compensation to between the 50th and 75th percentile of the market. All employees and medical staff who are considered to be "key employees" because of their ability to influence substantive business decisions (e.g. Purchases, contracts, leases, etc.) and members of the board of directors are required to annually complete a conflict of interest disclosure form that is reviewed by the compliance officer. If there are any potential conflicts identified by key employees, the board of directors is informed. For board members, a summary of all completed conflict of interest information is compiled and circulated to all board members for their review. Additionally, management periodically performs compensation analyses to evaluate comparability of senior leadership positions.”

“The organization makes its form 990 available for public inspection as required under section 6104 of the internal revenue code. The return is also posted on guidestar.org and other similar types of websites. In addition, the financial statements, conflict of interest policy, articles of incorporation and by-laws are also available upon written request or by calling the organization directly.”

“Compensation for steven r. Korf is paid to toney korf partners, llc for services that represent his work as the court appointed responsible officer, upon the system's emergence from bankruptcy, and as president & ceo. Amounts paid to toney korf partners, llc include ceo compensation as well as fees for other advisory services provided to the organization.”

“Saint vincent catholic medical centers of new york (the organization") was established to carry on the healing mission of jesus to the sick and shall perform its specific corporate purposes in conformity with the teachings and moral tenets set forth in the latest edition of the document entitled "ethical and religious directives for catholic health care services" approved by the national conference of catholic bishops and as promulgated by the local diocesan bishop. The organization operates the uniformed services family health plan (usfhp), which is a tricare prime military health care option that's sponsored by the department of defense. Usfhp has provided comprehensive care for military families for over 30 years. Through the usfhp, the organization offers health care services, including wellness and disease prevention programs, disease management and continuity of care, to military families including active and retired national guard and reservists who reside in new jersey, new york city, westchester, orange, rockland, suffolk, and nassau counties, as well as eastern pennsylvania and western connecticut. In addition, the organization is the sole shareholder of queensbrook insurance limited ("qil"), a cayman islands based, captive insurance company which was set up to insure the medical malpractice of providers employed by the organization, as well as to provide casualty insurance. During 2022, qil was formerly closed and dissolved, the remaining assets transferred to the organization. The organization also has an ownership interest (as the sole shareholder) in queensbrook insurance limited new york ("qil ny"), a domestic captive insurance company set up for the sole purpose of reinsuring the liabilities of qil and providing excess insurance coverage for physicians who were previously employed by, or affiliated with, the organization and covered by qil (this was qil ny's only source of business). Qil ny ceased to underwrite insurance coverage, effective july 1, 2011, no longer holds a license to do business in new york, and, as such, is in the process of winding down its final claims in order to eventually dissolve. A voluntary petition for relief under chapter 11 of the bankruptcy code was filed in april 2010; on june 15, 2012, a "debtor's plan" was approved.”

“Saint vincents catholic medical centers of new york (the organization") was established to carry on the healing mission of jesus to the sick and shall perform its specific corporate purposes in conformity with the teachings and moral tenets set forth in the latest edition of the document entitled "ethical and religious directives for catholic health care services" approved by the national conference of catholic bishops and as promulgated by the local diocesan bishop.”

“Saint vincent catholic medical centers of new york (the organization") was established to carry on the healing mission of jesus to the sick and shall perform its specific corporate purposes in conformity with the teachings and moral tenets set forth in the latest edition of the document entitled "ethical and religious directives for catholic health care services" approved by the national conference of catholic bishops and as promulgated by the local diocesan bishop. The organization operates the uniformed services family health plan (usfhp), which is a tricare prime military health care option that's sponsored by the department of defense. Usfhp has provided comprehensive care for military families for over 30 years. Through the usfhp, the organization offers health care services, including wellness and disease prevention programs, disease management and continuity of care, to military families including active and retired national guard and reservists who reside in new jersey, new york city, westchester, orange, rockland, suffolk, and nassau counties, as well as eastern pennsylvania and western connecticut. In addition, the organization is the sole shareholder of queensbrook insurance limited ("qil"), a cayman islands based, captive insurance company which was set up to insure the medical malpractice of providers employed by the organization, as well as to provide casualty insurance. During 2022, qil was formerly closed and dissolved, the remaining assets transferred to the organization. The organization also has an ownership interest (as the sole shareholder) in queensbrook insurance limited new york ("qil ny"), a domestic captive insurance company set up for the sole purpose of reinsuring the liabilities of qil and providing excess insurance coverage for physicians who were previously employed by, or affiliated with, the organization and covered by qil (this was qil ny's only source of business). Qil ny ceased to underwrite insurance coverage, effective july 1, 2011, no longer holds a license to do business in new york, and, as such, is in the process of winding down its final claims in order to eventually dissolve.”