Parkview Foundation Inc

“During 2013, the following changes were made to the bylaws of parkview foundation, inc.: article ii is as follows: the corporation is organized and operated exclusively for charitable, scientific and educational purposes as an organization exempt from federal income tax under section 501(c)(3) of the internal revenue code of 1986, as it may be amended from time to time ("code"). In furtherance of these purposes, the corporation shall, with the participation and cooperation of community representatives, assess the health care needs of the community periodically and implement and update plans that provide services and other community programs for the benefit of the community, consistent with the requirements of the internal revenue service. The corporation's activities shall be conducted for the aforesaid purposes in such a manner that no part of its net earnings shall inure to the benefit of any member, director, officer or individual, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of its charitable, educational and scientific purposes. Notwithstanding any other provision of these bylaws, the corporation shall not carry on any other activities that are not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the code. In the event of dissolution or liquidation of the corporation, after payment of just debts and liabilities, all remaining assets shall be distributed either to parkview health or parkview hospital, inc., both indiana nonprofit corporations which are exempt from tax under section 501(c)(3) of the code, provided they are then in existence and qualified as exempt under section 501(c)(3) of the code; if not, then to such organization or organizations organized and operated exclusively for charitable, educational or scientific purposes as shall at the time qualify as exempt under section 501(c)(3) of the code as determined by the board of directors. Article vi, section 2 is as follows: the board shall be composed of not less than ten (10) nor more than twenty (20) persons, including the following ex officio directors: the chief administrative officer of the corporation and the chief operating officer or president of the corporate member, or his/her designee. The exact number of directors shall be fixed from time to time by resolution of the board. The remaining appointed directors shall be selected among persons who are residents of the parkview hospital service area and who have demonstrated their ability to participate effectively in the discharge of corporate responsibilities and who are able and willing to serve and who satisfy the criteria for board participation. Consideration should be given to promote diversity on the board of directors. A majority of the board of directors shall, at all times, be considered to be independent as defined by the internal revenue service. Elected directors shall be selected from among persons, including residents of the communities served by the corporation, who have demonstrated their ability to participate effectively in the discharge of corporate responsibilities and who are able and willing to serve the mission of the corporation. Consideration should be given to promote diversity on the board of directors. One of the primary functions of the board will be to create the vision and strategic plan. As a result, directors shall also be individuals who have demonstrated leadership skills, relevant expertise, integrity, demonstrated professional / business success and who are people of vision. When vacancies on the board occur by reason of death, resignation, or otherwise, the number of directors shall be reduced by such vacancies until qualified replacements are elected, as set forth in article vi, section 4. The”

“The organization is organized as a not-for-profit corporation. Pursuant to the organization's governing documents, parkview hospital, inc. Ein 35-0868085 is the sole member of parkview foundation, inc. With certain reserved powers.”

“The corporate member shall have the following reserved powers: (a) appoint directors (including appointments to fill a vacancy) and initiate the removal and remove any director of the corporation, with cause, provided consideration is given to recommendations of the board regarding such appointment or removal, if any are so made; (b) appoint (including appointments to fill a vacancy) and initiate the removal and remove the chief administrative officer of the corporation, with or without cause, provided consideration is given to recommendations of the board regarding such appointment or removal, if any are so made; (c) approve and adopt the strategic plan for the corporation, including any individual initiatives or arrangements, such as a new service or contractual arrangement, deemed by the corporate member to be of strategic importance to the corporation and direct and monitor compliance with such plans, initiatives and arrangements; (d) approve and adopt the capital and operating budgets of the corporation; (e) approve the incurrence of any debt proposed by the corporation, and require the incurrence of debt by the corporation, where appropriate; (f) approve those transfers of assets by the corporation, whether by sale or gift, where the asset being transferred is an interest in real property or is an operating asset of the corporation, unless otherwise identified in previously approved strategic plans, initiatives, arrangements or budgets; (g) approve participation (including the exercise of renewal options) by the corporation in networks, affiliations, joint ventures, and partnerships, and require participation by the corporation in such arrangements; (h) approve any amendment to the bylaws or the articles of incorporation of the corporation, and require amendment of these governing documents as necessary or advisable to resolve significant ethical issues, to maintain tax-exempt status, or to prevent significant adverse legal or financial effects to the corporation or the corporate member. The corporate member shall from time to time develop policies for the implementation of the reserved powers.”

“See schedule o explanation for form 990, part vi, section a, line 7a”

“Pursuant to parkview health system inc.'s bylaws, the system audit committee may act on behalf of the corporation to provide review of the corporation and its subsidiary corporations' form 990 filings. Parkview foundation, inc. Is a subsidiary corporation of parkview health system, inc. An electronic copy of the organization's final form 990 (including required schedules) was provided to each voting member of the organization's governing body, prior to filing with the irs. On october 8, 2014, the system audit committee reviewed the form 990 as ultimately filed with the irs. This review included a presentation by the organization's tax preparer to highlight the significant areas on the form 990 and supplemental schedules.”

“As described in article ix section 6, of the parkview health system, inc. (ph) bylaws, ph adopted ph's compliance policy for the organization and its not-for-profit related organizations (and as likewise noted in their bylaws) when addressing conflicts or potential conflicts of interest. This compliance policy (compliance policy #14) requires that each board member, board committee member, and key management personnel must annually complete a conflict of interest form. This information is provided to the chairman of the board (for board and board committee members) and to senior management (for key management personnel). In addition, as to the conduct of board meetings, the following process is followed: "whenever a ph or ph affiliate board or board committee is considering a transaction or arrangement with an organization, entity or individual in which a person covered by this policy has a financial or conflicting interest, the following shall occur: 1. The interested person must disclose the financial or conflicting interest and all material facts to the ph or ph affiliate board or board committee; 2. The interested person with that financial or conflicting interest may make a presentation at the board or board committee meeting regarding the transaction or arrangement however, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the financial or conflicting interest; and 3. The ph or ph affiliate board or board committee must approve the transaction or arrangement by a majority vote of the board members present at a meeting that has a quorum, not including the vote of the interested person. The interested person may not vote on the matter. A. Upon the request of ph or ph affiliate board or board committee, the matter may be delegated to the ph compliance committee for evaluation, recommendation and/or determination. 4. Whenever a financial or conflicting interest is addressed by a ph or ph affiliate board, notice shall be given to the ph compliance officer / general counsel."”

“To the extent that the organization has vice president or above, the organization used a process for determining compensation of the ceo, officers, and key employees. The process includes consultations with an independent compensation advisor; review, and approval by the governing body; and contemporaneous documentation and recordkeeping with respect to deliberations and decisions regarding the compensation arrangements. In 2013, the board of parkview health system, inc. Reviewed and approved all executive compensation, benefits and perquisites for the 2013 compensation package, pursuant to the parkview health bylaws. The compensation package was approved by a majority of independent board members. Parkview's independent consultant prepares a competitive compensation analysis using data from multiple published surveys prepared by independent firms for positions that are functionally comparable in similar-sized health systems and hospital organizations on both a regional and national basis. The independent consultant provides a statement of reasonableness of the compensation provided to the ceo as well as all executives at the vice president level and above. All data is shared with the board of directors. The board approves any changes in compensation for the ceo and his direct reports. Approval is also provided for the merit budget for the entire organization. The board reviews and approves the management incentive compensation plan (micp). Offices or positions reviewed at the 2013 meeting: president and chief executive officer president parkview regional medical center (prmc) and affiliates president community hospital physician executive officer parkview physicians group senior vice president chief financial officer senior vice president chief information officer senior vice president coo parkview health senior vice president coo parkview physicians group senior vice president coo service line leader senior vice president delivery system integration senior vice president facility design and oversight senior vice president general counsel senior vice president human resources senior vice president patient care senior vice president service line leader senior vice president strategic initiatives vice president changing spaces construction project management vice president human resources vice president mktg/comm/community relations vice president nursing prmc vice president nursing randallia vice president parkview physicians group finance vice president parkview physicians group physician practices vice president patient care services community hospital vice president planning and decision support vice president randallia operations vice president revenue cycle management vice president strategy and business development vice president supply chain vice president surgical and ancillary services prmc and affiliates medical director community hospital medical director health plan services medical director parkview physicians group medical director integration and development chief medical informatics officer chief medical officer prmc and affiliates executive director employer strategies”

“Copies of the organization's governing documents, conflict of interest policy, and financial statements are available upon request.”

“Parkview health system, inc. (ph), ein 35-1972384 is the common paying agent for the filing organization, parkview foundation, inc., ein 23-7220589. Therefore, all applicable irs tax filings, including forms 1099, 1096, w-2 and w-3 are reported and filed by ph. The total number reported in box 3 of form 1096 and filed by the common paying agent, ph, for the year ended december 31, 2013 was 969. The total number of employees reported on form w-3 and filed by the common paying agent, ph, for the year ended december 31, 2013 was 9,926. For purposes of completing form 990, part v, line 1a and 2a, the number reported for the parkview foundation, inc. Was 7 and 11 respectively. Of the 7 reported on part v, line 1a, parkview foundation, inc. Directly filed 2 forms 1099-r to report annuities earned by a program owned and funds held by parkview foundation, inc. As reflected in part vii, section b, no independent contractors received more than $100,000 in compensation for services from parkview foundation, inc.”

“Parkview health system, inc., ein 35-1972384, serves as the common paying agent for all tax-exempt organizations of the system. Salaries and wages of employees working for these organizations are charged directly to the organizations in which they work. The actual expenses for payroll taxes, employee benefits, and pension plan contributions are reflected on the books of parkview health system, inc. For financial reporting purposes. To account for benefit costs on the books of the other tax exempt organizations, an allocation methodology is utilized to charge these organizations with an estimate of the overall costs, referred to as a "benefit allocation" from parkview health system, inc. The allocation does not distinguish between the costs of the various components (i.e. Payroll taxes, employee benefits, and pension plan contributions). Therefore, for purposes of the form 990, part ix, the total benefit allocation for the employees' salaries and wages reported on line 7 is reflected on line 9 and not allocated between lines 8 or 10. For purposes of the form 990, part ix, lines 5 and 6 reflect compensation and benefit amounts reported in part vii.”

“Doubtful pledge expense 23,560.”