Parkview Foundation Inc

“Officer jeanne' wickens and director michael grabowski have a business relationship as directors on the board of a related entity.”

“During 2017, the following significant changes were made to the bylaws of parkview hospital foundation, inc.: article vi - board of directors, section 2 - number and characteristics, paragraph one, now clarifies that the designee shall be entitled to vote and 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, each of whom shall be entitled to vote. The exact number of directors shall be fixed from time to time by resolution of the board. Article ix - committees of the board of directors, section 6 - special committees and subcommittees, was inserted to add special committees and subcommittes and is as follows: section 6. Special committees and subcommittees. (a) special committees: the chair of the board may, from time to time, and with the approval of the board, appoint special committees comprised of directors as he/she may deem desirable. Such special committees shall be chaired by a current member of the board. With the approval of the board, individuals having special knowledge or background may be appointed to serve upon such committees in an advisory or consultative capacity. A special committee shall limit its activities to the accomplishment of those tasks for which it was appointed and shall have no powers except those specifically conferred by action of the board. On completion of the task for which such committee was appointed, the committee shall be discharged. (b) subcommittees: board committees may appoint subcommittees to serve in an advisory or consultative capacity to assist with special projects and ongoing work of the committee. Such subcommittees shall be established and approved by the appropriate board committee, be chaired by a current member of the board and be comprised of committee members, staff and other individuals having special knowledge or background as needed. A subcommittee shall limit its activities to the accomplishment of those tasks for which it was appointed and shall have no powers except those specifically conferred by action of the committee. The subcommittee shall regularly report to the committee on action taken for consideration and approval by the committee. The committee may choose to discontinue a subcommittee at any time.”

“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”

“At the current time no executive committee exists. The bylaws allow for such committee in the following passage: the executive committee shall be composed of the officers of the board, the chief administrative officer of the corporation, the president and chief executive officer of parkview health or his/her designee, and the president or chief operating officer of the corporate member, and such other persons as identified by the chair, each of whom shall be entitled to vote. In no event shall the members of the executive committee exceed eight (8) people. The executive committee may act on behalf of the corporation in any matter when the board is not in session, reporting to the board for its ratification of its action. The chair of the board shall serve as chair of the executive committee. Meetings of the executive committee may be called by the chair or by three (3) members.”

“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 10, 2018, 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."”

“Lines 15a and 15b are answered no in accordance with the irs instructions. To the extent that the organization has vice president or above, the compensation committee of related organization, parkview health system, inc., determines the compensation of the ceo, officers, and key employees.”

“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, 2017 was 571. The total number of employees reported on form w-3 and filed by the common paying agent, ph, for the year ended december 31, 2017 was 12,715. For purposes of completing form 990, part v, line 1a and 2a, the number reported for the parkview foundation, inc. Was 11 and 15 respectively. Of the 15 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 -18,090.”