Parkview Foundation Inc

“Officer jeanne' wickens and director michael grabowski have business relationships as directors on the boards of related entities. Officer stanton risser and director michael grabowski have business relationships as directors on the boards of related entities.”

“During 2016, the following significant changes were made to the bylaws of parkview foundation, inc.: article x - fiscal matters, is as follows: section 1. Fiscal year. The fiscal year of the corporation shall commence on january 1 and end on december 31 of each year. Section 2. Contracts. The board, subject to the approval of the corporate member, may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances. Section 3. Checks and drafts. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board and subject to the approval of the corporate member. Section 4. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board may select, subject to the approval of the corporate member. Section 5. Books, records and accounts. The corporation shall keep or cause to be kept correct and complete books and records of account and shall also keep minutes of the proceedings of the board of directors and its committees. In addition, the corporation shall annually cause a certified audit of its accounts to be made and shall cause to be filed the necessary reports, tax returns or other documents as may be required by law on its own behalf. Article xi - miscellaneous, section 2 - quorum and action, is as follows: a quorum for the purpose of doing business shall be a majority of the members of the board. A majority of any standing or special committee shall constitute a quorum. If necessary to constitute a quorum, a member can be counted as present if through means of telecommunication said member may hear and be heard by all other members present at such meetings. The act of the majority of the individuals present at a meeting at which a quorum is present shall be the act of the board or committee except where otherwise provided by law or by these bylaws. Any action required or permitted to be taken at any meeting of the board (or of any committee thereof) may be taken without a meeting by way of written consent to include electronic/e-mail communication if such consent is executed by a majority of the members of the board. An electronic/e-mail communication expressing support for the pending action shall be counted as an execution of such consent. All electronic votes or faxes shall be maintained in the minute book of the corporation.”

“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 25, 2017, 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."”

“Regarding lines 15a and 15b, 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 and the review of appropriate comparability data; review and approval by the compensation committee of the governing body consisting of members who do not have a conflict of interest concerning the compensation; and contemporaneous documentation and recordkeeping with respect to deliberations and decisions regarding the compensation arrangements. In 2016, the board of parkview health system, inc. Reviewed and approved all executive compensation, benefits and perquisites for the 2016 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 salary budget for the entire organization. The board reviews and approves the plan documents for the management incentive compensation plan (micp) and the physician and provider incentive compensation plan (picp). Offices or positions reviewed at the 2016 meeting: president and chief executive officer parkview health executive vice president chief physician executive chief operating officer parkview health chief experience officer physician executive officer parkview physicians group president parkview regional medical center and affiliates chief clinical integration officer chief financial officer chief information officer senior vice president general counsel senior vice president chief operating officer parkview physicians group chief quality and safety officer senior vice president revenue cycle and payor strategies chief human resources officer chief nursing executive senior vice president strategic initiatives chief academic and research officer chief medical informatics officer chief medical officer parkview physicians group medical director community hospitals medical director integration and development chief operating officer - randallia chief nursing officer - parkview regional medical center and affiliates president - parkview cancer center senior vice president chief operating officer service line leader behavioral health senior vice president chief operating officer service line leader ortho senior vice president chief operating officer service line leader heart institute senior vice president chief operating officer service line leader cancer institute senior vice president service line leader senior vice president delivery system integration senior vice president facility design and oversight senior vice president health and well-being senior vice president parkview physicians group operations deployment senior vice president supply and support services president community hospitals vice president clinical integration vice president construction vice president employee strategies vice president finance vice president marketing/communications/community relations vice president nursing randallia vice president operations - cancer institute vice president patient care services community hospitals vice president parkview physicians group finance vice president parkview physicians group physician practices vice president strategy and business development vice president surgical services parkview regional medi”

“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, 2016 was 573. The total number of employees reported on form w-3 and filed by the common paying agent, ph, for the year ended december 31, 2016 was 12,046. For purposes of completing form 990, part v, line 1a and 2a, the number reported for the parkview foundation, inc. Was 5 and 14 respectively. Of the 13 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.”

“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 17,954. Donation returned to donor -9,587. Return of grant distribution 3,960. Clear due to/from parkview whitley long term care 13,990. Asset transfers/adjustments -13,819.”

“Effective december 1, 2014, parkview whitley hospital divested the parkview whitley long term care operations to an independent third party. As part of the divestiture agreements, parkview whitley long term care maintained responsibility for the collection and payment of certain receivables and liabilities. As of march 31, 2016, parkview whitley hospital management determined these activities were complete and the decision was made to close out accounts on the parkview whitley long term care balance sheet. At the time of this decision, the parkview whitley long term care balance sheet was comprised of internal receivables and liabilities associated with other parkview health related entities. The balance sheet was closed out through the transferring of net assets to and from related parkview entities in settlement of these internal receivables and liabilities.”