Hospital Central Services

“Until mchc-hcs was dissolved december 15, 2017, metropolitan chicago healthcare council, as the corporate member, had 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.”

“UNTIL MCHC-HCS WAS DISSOLVED DECEMBER 15, 2017, 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, the information needed to prepare the Hospital Central Services' (MCHC - HCS) form 990 is prepared by the finance staff of Illinois healh and Hospital Association (IHA), a related entity. 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 Health and Hospital Association. 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 501(e) 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 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, TERRI ALLEN, JEAN KIRKEL, MARILYN HANZAL, MARK DEATON, AND A.J. Wilhelmi. 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: Kenneth Wiersum AND A.J. Wilhelmi. 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, TERRI ALLEN, JEAN KIRKEL, MARILYN HANZAL, MARK DEATON AND A.J. Wilhelmi. Form 990 Part VI Line 4 The Organization was dissolved effective December 2017. Form 990 Part VI Line 6 UNTIL MCHC-HCS WAS DISSOLVED DECEMBER 15, 2017, Metropolitan Chicago Healthcare Council was the designated corporate member.”

“Dissolution of company $32,589 patronage dividends ($4,993,188) total ($4,960,599)”