Parkview Foundation Inc

“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, except, in accord with act section 23-17-15-6, the executive committee may not: (a) authorize distributions; (b) approve or recommend to the corporate member action required to be approved by the corporate member under the act; (c) fill vacancies on the board or on a committee; or (d) adopt, amend, or repeal bylaws for the corporation. 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.”

“During 2020, the following significant changes were made to the bylaws of parkview foundation, inc.: article ii - purposes, section 1 - general purposes, simplifies the general purpose of the foundation and is as follows: the corporation is a public benefit corporation 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"), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the code. Article ii - purposes, section 2 - specific purposes, explains the specific purpose of the foundation and is as follows: the corporation is organized for the specific purposes of (a) the promotion of welfare of parkview hospital, inc. ("parkview hospital"), a nonprofit corporation organized pursuant to indiana law, that has been determined by the internal revenue service (the "irs") to be a charitable organization described in section 501(c)(3) of the code, that has been classified by the irs as a public charity described in section 509(a)(1) of the code, or its successor, if parkview hospital or its successor is then a charitable organization described in section 501(c)(3) of the code, that is then classified by the irs as a public charity described in section 509(a)(1) of the code; and (b) qualifying as a "supporting organization" (within the meaning of treasury regulations section 1.509(a)(3) of parkview hospital or its successor, provided parkview hospital or its successor is then a charitable organization described in section 501(c)(3) of the code, that is then classified by the irs as a public charity described in section 509(a)(1) of the code, and shall at all times be operated exclusively to support parkview hospital or its successor within the meaning of such regulations, provided parkview hospital or its successor is then a charitable organization described in section 501(c)(3) of the code, that is then classified by the irs as a public charity described in section 509(a)(1) of the code. Parkview hospital is an affiliate of parkview health system, inc., a nonprofit corporation organized pursuant to indiana law ("parkview health"). Article v - membership, section 1 - corporate member, clarifies the reserved powers and approval rights of the corporate member and is as follows: the sole corporate member of the corporation shall be parkview hospital, inc. ("corporate member"), an indiana nonprofit corporation. The corporate member shall have the reserved powers and approval rights attached and incorporated by reference as exhibit a. There are no other members. Any action required to be approved by the corporate member shall be deemed to be approved when such action is approved by the board of directors of the corporate member or such person or persons designated from time to time by the board of directors of the corporate member. Article vi - board of directors, section 1 - general powers, clarifies the reserved powers and approval rights of the corporate member and is as follows: the management, control and operation of the affairs and properties of the corporation shall vest and be in the board of directors of the corporation (the "board"), subject to the reserved powers and approval rights of the corporate member set forth in exhibit a. Article vi - board of directors, section 10 - chair's reappointment and extension of term, is described and is as follows: the chair, regardless of tenure of board membership and the restrictions of eligibility set forth in this article, may be successively elected for as many as four (4) one (1) year terms, after which he/she shall not be eligible for reelection to the same position until expiration of an intervening year. If a chair's normal term as a director expires while serving as chair, and if he/she is nominated for reelect”

“Article xi - miscellaneous, section 3 - amendment of bylaws, paragraph c details the requirement of the corporate member and now reads as follows: (c) the amendment of the bylaws of the corporation as approved by the board shall be subject to the approval of the corporate member, and is not adopted until such corporate member approval has been obtained. In addition, the corporate member may direct the board to adopt bylaw amendments 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, or as otherwise set forth in exhibit a.”

“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 or without 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 27, 2021, 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, 2020 was 738. The total number of employees reported on form w-3 and filed by the common paying agent, ph, for the year ended december 31, 2020 was 15,150. For purposes of completing form 990, part v, line 1a, 1b, and 2a, the number reported for the parkview foundation, inc. Was 79 and 13 respectively. Of the 79 reported on part v, line 1a, parkview foundation, inc. Directly filed 1 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 -13,797.”