Hospital Central Services

“Metropolitan Chicago Healthcare Council, as the corporate member, has the power to elect the members of the Board of Directors of Hospital Central Services. Members of the board of directors may be removed, with or without cause, at any time by the corporate member.”

“The management, control and operation of the affairs and properties of this Corporation shall vest and be in the Directors of the Corporation. The authority of the Board of Directors to exercise the following powers is conditioned upon the approval of the Corporate Member: (a) The borrowing of any sum, the principal of which exceeds $50,000, or which has a stated term of greater than one (1) year, or which is secured by a mortgage of all or any portion of the Corporations real property or the creation of a security interest in the Corporations assets or revenues. (b) Any voluntary dissolution, merger or consolidation of the Corporation or the sale or transfer of all or any portion of the Corporations assets amounting to greater than one (1%) percent of the Corporations total assets or the creation of any subsidiary or affiliate corporation of this Corporation. (c) Any guaranty of any debt. (d) Approval of all annual and long-term capital and operational budgets. (e) Any unbudgeted capital expenditure in excess of $10,000. (f) Any agreement or transaction, either of which of a material nature, with another corporation controlled by or affiliated with the Corporate Member. (g) Any amendment to the Articles of Incorporation or Bylaws of this Corporation. (h) Expenditure of more than $10,000 in one transaction or the approval or execution of any contract which requires such expenditure by the Corporation. (i) Selection of or change in independent auditors. The matters specified herein shall, after being reviewed and adopted by the Board, be submitted to the Corporate Member for approval. Except for the matters specifically enumerated herein, the Board has full authority and the exclusive prerogative to act in matters affecting this Corporation.”

“With assistance from the legal department of IHA, the information needed to prepare the MCHC Hospital Services' (MCHC HCS) form 990 is prepared by the finance staff of MCHC HCS's parent, Illinois healh and Hospital Association (IHA). The form is then prepared and reviewed by the association's outside tax advisors, KPMG. After KPMG's review, the form is further reviewed by the association's chief accounting officer. Each board member receives a copy of the form before it is filed with the internal revenue service.”

“MCHC HCS does not have employees. Conflict of Interest disclosure forms are reviewed, completed and signed by board members and officers of the entity. THESE ARE REVIEWED BY HUMAN RESOURCES STAFF and senior management. When a director or officer is aware of a conflict or potential conflict of interest for himself/herself or a family member, the director or officer must disclose it to the board or the compliance officer of Illinois Health and Hospital Association. AFTER DISCLOSURE OF A POTENTIAL CONFLICT OF INTEREST, THE REMAINING BOARD MEMBERS or officers, as the case may be, would DECIDE IF A CONFLICT EXISTS. IF A CONFLICT IS DEEMED TO EXIST, THAT BOARD MEMBER or officer, as the case may be, IS NOT ALLOWED TO VOTE ON THE MATTER.”

“COMPENSATION REVIEW PROCEDURES ARE PERFORMED BY A RELATED ORGANIZATION, Illinois Hospital Association (IHA). COMPENSATION FOR ALL OFFICERS, EXECUTIVES, AS WELL AS SENIOR MANAGEMENT IS REVIEWED BY AN EXTERNAL CONSULTANT AND APPROVED BY THE EXECUTIVE COMMITTEE OF IHA. THIS PROCESS IS PERFORMED ANNUALLY.”

“The organization makes its governing documents, conflicts of interest policy, and financial statements available to the public upon request.”

“To perform on a centralized basis one or more of the following services for two or more hospitals, each of which is an organization described in Section 501e of the United States Internal Revenue Code of 1986, as amended: data processing, purchasing, warehousing, billing and collection, food, clinical, industrial engineering, laboratory, printing, communications, record center, and personnel services and to do any and all things permitted by law to accomplish the foregoing. Form 990 Part III, Line 3 2016 was the first year that the parent of MCHC-HCS, which is MCHC, was under the control of Illinois Health and Hospital Association. Over the course of the year, IHA consolidated a number of business lines, including the primary business of MCHC-HCS, its group purchasing services. MCHC-HCS transitioned the majority of its services to a Related Organization. Form 990 Part VI Line 2 Illinois Health and Hospital Association, a Related Entity, is the employer of the following officers and directors of the entity: Edward Holzhauer, Kenneth Wiersum, A.J. Wilhelmi, and Daniel Yunker. The entity's board is comprised of the following individuals who are also on the board(s) or an officer of one or more Related Organizations. Edward Holzhauer, Kenneth Wiersum, A.J. Wilhelmi, and Daniel Yunker. The entity's following officers are individuals who are also on the board(s) or an officer of one or more Related Organizations. Edward Holzhauer, Kenneth Wiersum, A.J. Wilhelmi, and Daniel Yunker. Form 990 Part VI Line 4 Effective January 1, 2016, Metropolitan Chicago Healthcare Council (MCHC) and its related entities became affiliates of Illinois Health and Hospital Association through a member substitution agreement with no consideration paid. MCHC affiliates include: MCHC - Chicago Hospital Council and MCHC - Hospital Central Services, of which MCHC is the sole corporate member. The Bylaws were also amended to reduce the board of directors from 15 to 3 directors. The obligation to have an executive committee and standing committees was removed, and standing committees may be formed as needed. The officers are elected by the member rather than the board, and the elected officers were changed to remove the immediate past chair and the chair elected and add the vice chair, president, and secretary. The appointed officers were changed to remove the present and add an assistant secretary and assistant treasurer, which offices are optional. The process to fill officer vacancies was changed to give that power to the board. Finally, the power to change the bylaws was changed to the member. Form 990 Part VI Line 6 Metropolitan Chicago Healthcare Council is the designated corporate member.”

“Increase in Restricted Net Assets $4,992,020 IL Hosp. Assoc. Acquistion Adj.- Goodwill Impairment Loss ($4,837,830) Total $ 154,190”

“DESCRIPTION:Service Fees TOTAL FEES:40058”