Lourdes Realty Company Inc

“This organization is an affiliate within the guthrie clinic and affiliates; a tax-exempt integrated healthcare delivery system ("system"). As reflected on core form, part i, lines 3 and 4 and also in part vi, lines 1a and 1b, there is one voting member on the board of directors. At year end, the voting board member is not independent because she is employed by a related organization and receives wages as an employee. Although this federal form 990 shows no independent board of directors under the internal revenue service rules and regulations; this organization acts in a charitable tax-exempt manner for purposes of internal revenue code section 501(c)(2) and is controlled by our lady of lourdes memorial hospital; an internal revenue code section 501(c)(3) tax-exempt organization, which is controlled by the guthrie clinic; an internal revenue code section 501(c)(3) tax-exempt organization, which is governed by a board of directors, a majority of which are independent voting members.”

“Our lady of lourdes memorial hospital, inc. ("ollmh") is the sole member of this organization. The guthrie clinic ("tgc") is the sole member of ollmh. Accordingly, tgc has the ultimate right to elect the members of this organization's board of directors and has certain reserved powers as defined in this organization's bylaws.”

“The organization is an affiliate within the guthrie clinic and affiliates; a tax-exempt integrated healthcare delivery system ("system"). The guthrie clinic is the tax-exempt parent entity of the system. The organization's federal form 990 was provided to each voting member of the organization's governing body (its board of directors) prior to the filing of the federal form 990 with the internal revenue service ("irs"). As part of the tax return preparation process the organization hired a professional certified public accounting ("cpa") firm with experience and expertise in both healthcare and not-for-profit tax return preparation to prepare the federal form 990. The cpa firm's tax professionals worked closely with the organization's finance personnel and internal working group to obtain the information needed in order to prepare a complete and accurate tax return. The cpa firm prepared a draft federal form 990 and furnished it to the organization's finance personnel and internal working group for their review. The organization's finance personnel and internal working group reviewed the draft federal form 990 and discussed questions and comments with the cpa firm. Revisions were made to the draft federal form 990 where necessary and a final draft was furnished by the cpa firm to the organization's finance personnel and internal working group for final review and approval. Following this review, the final form 990 was provided to each voting member of this organization's governing body prior to filing with the irs.”

“The conflict of interest disclosure policy sets forth that all persons, including employees, agents and board/committee members, particularly those involved in decision-making for the guthrie clinic ("tgc"), act in an appropriate manner and will not participate in any actions that might create a personal or professional conflict of interest and/or not be in the best interest of tgc. All members of any tgc board/committee and tgc senior management must make full disclosure of any possible conflict of interest through the use of the conflict of interest disclosure form and refrain from voting or participating in decision-making involving any possible conflict of interest. The form is distributed to all board/committee members and employees (when applicable) annually by the tgc administration office. Tgc board/committee members or employees must complete the conflict of interest disclosure form. This form should be completed when there is any situation where a possible conflict of interest exists, and/or on an annual basis and/or at the time of appointment or election of new board/committee members. If the form is not completed within 13 months of the last signing, the tgc board chairman will be advised. Any individual having a conflict of interest or possible conflict of interest on any matter should excuse themselves from the portion of the meeting or meetings where the matter is discussed and not vote or use his or her personal influence on the matter. The minutes of the meeting or meetings should reflect the disclosure, the abstention from voting, and any action taken to determine whether a conflict of interest existed.”

“The organization is an affiliate within the guthrie clinic and affiliates; a tax-exempt integrated healthcare delivery system which includes the guthrie clinic ("tgc"); a related internal revenue code section 501(c)(3) tax-exempt organization. Tgc's board of directors maintains the guthrie clinic compensation committee ("committee"). The committee has adopted a written executive compensation philosophy which it follows when it reviews and approves of the compensation and benefits of tgc's senior management. The committee also reviews the compensation and benefits of other officers and key employees of the guthrie clinic and affiliates; including, without limitation, the chief executive officers of the guthrie clinic and affiliates hospitals and medical centers. The committee, which is required by the corporation's bylaws to be comprised solely of independent directors, seeks guidance and substantiation from a nationally recognized compensation consultant. The committee reviews the "total compensation" of the individuals which is intended to include both current and deferred compensation and all employee benefits, both qualified and non-qualified. The committee's review is done on at least an annual basis and ensures that the "total compensation" of senior management of the organization is reasonable. The actions taken by the committee enable the organization to receive the rebuttable presumption of reasonableness for purposes of internal revenue code section 4958 with respect to the total compensation of certain members of the senior management team. The three factors which must be satisfied in order to receive the rebuttable presumption of reasonableness are the following: 1. The compensation arrangement is approved in advance by an "authorized body" of the applicable tax-exempt organization which is composed entirely of individuals who do not have a "conflict of interest" with respect to the compensation arrangement; 2. The authorized body obtained and relied upon "appropriate data as to comparability" prior to making its determination; and 3. The authorized body "adequately documented the basis for its determination" concurrently with making that determination. The committee is comprised of members of the board of directors each of who are independent and are free from any conflicts of interest. The committee relied upon appropriate comparable data; specifically, the committee obtained a written compensation study from an independent firm which specializes in the review of hospital and healthcare system executive compensation and benefits throughout the united states. This study used comparable geographic and demographic market data including, but not limited to, similarly sized healthcare systems and hospitals, # of licensed beds and net patient service revenue. The committee adequately documented the basis for its determination through the timely preparation of written minutes of the compensation committee meetings during which the executive compensation and benefits was reviewed and subsequently approved. The actions outlined above with respect to the committee and the establishment of the rebuttable presumption of reasonableness applies to certain tgc senior management personnel. The compensation and benefits of certain other individuals contained in this form 990, where applicable, are reviewed annually by the guthrie clinic and affiliates president/chief executive officer with assistance from the organization's human resources department in conjunction with the individual's job performance during the year and is based upon other objective factors designed to ensure that reasonable and fair market value compensation is paid by the organization. Other objective factors include market survey data for comparable positions, individual goals and objectives, personnel reviews, evaluations, self-evaluations and performance feedback meetings.”

“The organization's filed certificate of incorporation and any amendments can be obtained and reviewed through the state of new york. The organization's conflict of interest policy and questionnaire is not open for public inspection.”

“In accordance with current internal revenue service form 990 instructions, no compensation or employee benefit amounts are reported herein as this return is a short-period return, but not a final return. The organization changed its year end from december 31 to june 30. This return is for the six-month period january 1, 2024 through june 30, 2024 and, accordingly, there is no reportable compensation from federal forms w-2 or 1099 in which a calendar year falls within this reporting period. For calendar year 2023 compensation and benefits information, please refer to the our lady of lourdes memorial hospital (ein: 15-0532221) form 990 for the fiscal year ended june 30, 2024 for the compensation and benefits information for the individuals reported in core form, part vii of this organization's form 990.”

“Core form, part vii and schedule j reflect certain board members and officers receiving compensation and benefits from a related organization. Please note this remuneration was for services rendered as full-time employees of a related organization and not for services rendered as a voting member or officer of this organization's board of directors.”

“This organization is an affiliate within the guthrie clinic and affiliates; a tax-exempt integrated healthcare delivery system ("system"). Certain board of directors members, officers and/or directors listed on core form, part vii and schedule j of this form 990 may hold similar positions with both this organization and other affiliates within the system. The hours shown on this form 990, for board members who receive no compensation for services rendered in a non-board capacity, represent the estimated hours devoted per week for this organization. To the extent these individuals serve as a member of the board of directors of other related organizations in the system, their respective hours per week per organization are approximately the same as reflected in core form, part vii of this form 990. The hours reflected on core form, part vii of this form 990, for board members who receive compensation for services rendered in a non-board capacity, paid officers and key employees, reflect total hours worked per week on behalf of the guthrie clinic and affiliates; not solely this organization.”

“Other changes in net assets or fund balance includes: - write-off of net assets pursuant to the terms of the membership substitution agreement - $1,801,800.”

“The organization is an affiliate within the guthrie clinic and affiliates; a tax-exempt integrated healthcare delivery system ("system"). The guthrie clinic is the tax-exempt parent entity of the system. An independent cpa firm audited the consolidated financial statements of the guthrie clinic and all entities within the system for the years ended june 30, 2024 and june 30, 2023; respectively. The independent cpa firm issued an unmodified opinion with respect to the audited consolidated financial statements.”