Home Nursing Agency Affiliates

“Form 990, part vi, line 12b directors are required to disclose conflicts of interest annually through completion of a specific questionaire. All organization leaders, including officers and key employees, have signed a conflict of interest agreement, which requires them to disclose conflicts as they occur.”

“Morley cohn; james drenning business relationships morley cohn; gerald murray business relationships donald detwiler; donald devorris business relationships robert packer; fran vaughn business relationships gerald murray; james drenning business relationships”

“Effective january 1, 2014, the organization's board of directors amended and restated the bylaws. The articles of incorporation were also modified to reflect the significant changes which included: the sole member of the corporation transferring from upmc altoona, formally altoona regional health system, to upmc community provider services. Revisions to the reserve powers held by the new sole member and creation of reserve powers that will be maintained by upmc altoona during the integrations period. These revisions are described in 7b.”

“Article iii, section 3.1 of the home nursing agency affiliates bylaws indicates that the sole member of this corporation is upmc community provider services.”

“Article iii, section 3.2, (g) of the home nursing agency affiliates bylaws permits upmc community provider services to appoint the directors of the corporation (apart from ex-officio directors). Article v, section 5.2 defines the ex-officio directors as the: president and ceo of the corporation. To serve as an ex-officio, non-voting director, and the president and ceo of upmc altoona, to serve as an ex-officio, voting director. The board shall also include the chairperson of each supported organization and the chairperson of home nursing association foundation, who are also directors of the respective organization, to serve as ex-officio, voting directors. Except for the ex-officio directors, directors shall be appointed by upmc community provider services. Each director appointed by upmc community provider services shall hold office beginning immediately following his or her appointment, and shall serve until replaced by the upmc community provider services. Article v, section 5.3 indicates that except for ex-officio directors, all vacancies on the board of directors shall be filled by upmc community provider services.”

“Article iii outlines the rights and authority of upmc community provider services as the sole member: subject to the limitations in article iv below during the integration period, the sole member, acting through the member's representative, shall have the power to initiate or to approve the following items before they may be implemented by the corporation or by any corporation subsidiary: (a)any strategic plans and any operating and capital budgets of the corporation and each corporation subsidiary (b)amendments to the corporation's articles or bylaw or amendments to the articles or bylaws of each corporation subsidiary (apart from a change of registered office); (c)merger, consolidation, dissolution and sale of substantial assets of the corporation or any corporation subsidiary; (d)incurrence of indebtedness by the corporation or any corporation subsidiary (other than trade and/ or accounts payable arising in the ordinary course of business); (e)the establishment, termination or withdrawl from joint ventures involving the corporation (or any corporation subsidiary) in which the corporation or any corporation subsidiary, as applicable, has controlling interest; (f)the appointment of the president or chief executive officer of the corporation and each corporation subsidiary; (g)the appointment of the directors of the corporation (apart form ex- officio directors); (h)any plan of division of the corporation; (i)any other approvals and/or actions are reserved to the sole member by virtue of these bylaws. Article iv describes the reserve powers during an integration period that began on june 25, 2013 and expires five years thereafter: during the integration period, the decisions and actions specified in paragraphs (a) - (c) below shall require the approval of both the altoona designated directors of the upmc altoona board and the sole member. Such decisions and actions may not be taken by the corporation without the seperate concurrence of the altoona designated directors of the upmc altoona board and the sole member. The altoona designated directors of the upmc altoona board and the sole member shall together have the power and authority to make any such decisions and initiate and implement any such actions (and they may, but need not seek, the concurrence of approval of the board of the corporation). (a) any change in the corporate structure of the corporation or the supported organizations (including through merger, consolidation, division, liquidation, or creation of parent entities); (b) the sale, lease, transfer, license, exchange or joint venture, or other disposition, whether within the system or external thereto, involving all or substantially all of the assets or business or significant product lines of the corporation on the supported organizations; or (c) discontinuation of any licensed programs of the corporation or the supported organizations. If the altoona designated directors of the upmc altoona board and the sole member fail to agree on any of the above matters, the process described in section 10.7 of the integration agreement will be followed. Section 4.2 following the integration period. At the conclusion of the integration period, the power to make decisions with respect to those matters in section 4.1 above shall vest exclusively with the sole member, except as expressly limited by the integration agreement, and will include, without limitation, the power to initiate actions by or on behalf of the corporation. Accordingly, the sole member shall have the rights to (a) initiate the actions specified in section 4.1 or any other actions, (b) cause the corporation to take such actions without prior approval or concurrence of the corporation's board or upmc altoona's board, and (c) approve or disapprove any actions of the corporation's board, in each case, except as such actions may contravene the inegration agreement. Section 4.3 further rights and authority of upmc altoona. Both during and following the integrat”

“The completed form 990 of hna affiliates was provided to the attendees of a meeting of the home nursing agency affiliates board of directors.”

“To familiarize themselves with potential conflicts, the home nursing agency ceo, cfo, chief people officer, and the compliance officer review each form completed annually by members of the boards. All board and committee meetings are attended by at least one person in this group. If potential conflict surfaces before or during a meeting, they are responsible for ensuring that the conflict is noted and appropriate action is taken.”

“Executive compensation for the home nursing agency ceo is reviewed and analyzed by an independent consultant to determine region and market conditions for both wages and benefits. Results of those findings are presented to an executive compensation committee for further review, analysis, recommendations, and approvals.”

“Executive compensation for key employees is reviewed and analyzed by an independent consultant to determine region and market conditions for both wages and benefits. Results of those findings are presented to an executive compensation committee for further review, analysis, recommendations, and approvals.”

“The organization does not make its governing documents, conflict of interest policy, and financial statements available to the general public. Financial and governance information is available in the organization's annual report and form 990; both of which are available to the general public upon request.”

“All compensation is paid to persons for their operational roles to hna affiliates, and no compensation is paid for their role as a director. Form 990, part vii, compensation: column b average hours per week: the software used to submit this form 990 rounds the average hours to a whole number. Below are listed the actual average hours per week. The time frame in his or her position is also listed below. Due to the corporate restructuring described in part vi, line 4, deborah brodine, director, feb - june 2014 - 0.10 hours per week - 50 hours related org michael routch, secretary, feb - june 2014 - 0.10 hours per week - 0 hours related org jerome shaffer, director, feb - june 2014 - 0.10 hours per week - 50 hours related org bryant wesley, asst secretary, feb - june 2014 - 0.10 hours per week - 50 hours related org morley cohn, director, july 2013 - jan 2014 - 0.10 hours per week - 1.00 hours related org bernard creppage, chairman, july 2013 - june 2014 - 0.80 hours per week - 1.5 hours related org donald detwiler, director, july 2013, jan 2014 - 0.10 hours per week - 0 hours related org donald devorris, director, july 2013 - jan 2014 - 0.20 hours per week - 0 hours related org james drenning, director, july 2013 - jan 2014 - 0.30 hours per week - 1.2 hours related org bruce erb, director, july 2013 - june 2014 - 0.40 hours per week - 1.4 hours related org barry halbritter, director, july 2013 - june 2014 - 0.20 hours per week - 0.3 hours related org allan hancock, director, july 2013 - jan 2014 - 0.40 hours per week - 0.5 hours related org gerald murray, director, july 2013 - june 2014 - 0.20 hours per week - 50 hours related org robert scholl, director, july 2013 - jan 2014 - 0.20 hours per week - 0 hours related org timothy sissler, director, july 2013 - jan 2014- 0.20 hours per week - 0 hours related org john wolf, director, july 2013 - jan 2014 - 0.10 hours per week - 0 hours related org gregg laverick, cfo - 50 hours per week - 0 hours related org robert packer, president & ceo - 60 hours per week - 0 hours related org rebecca willnecker, cpo - 50 hours per week - 0 hours related org john lovelace, director , feb - june 2014 - 0.10 hours per week - 50 hours related org eleanor medved, director, feb - june 2014 - 0.10 hours per week - 50 hours related org”

“Home nursing agency affiliates is referred to as "hna affiliates" within this form 990. Form 990, part i, line 1 and part iii, line 1 - organization's mission as provided in its articles, the corporation is organized and shall be operated exclusively for exempt purposes within the meaning of section 501(c)(3) of the internal revenue code of 1986, as amended(or the corresponding provision of any future united states internal revenue law)(the "code"), and, in furtherance thereof, operating exclusively for the benefit of and to support home nursing agency visiting nurse association and home nursing agency community services, each of which is a pennsylvania nonprofit corporation, provided that each such corporation is an organization described in section 509(a)(1) or 509(a)(2) of the code.”

“Supporting services as well as providing leadership and strategic assistance to home nursing agency visiting nurse association, home nursing agency community services, and quality first healthcare, llc. Form 990, part iii, line 4b home nursing agency synopsis: since its humble beginnings in the late 1960s, home nursing agency health professionals continue to listen and transform the delivery and integration of health care through innovative care models and operations. Through collaborations with all levels of community and civic organizations commingled with exceptional leadership, clinical excellence, foresight, and advancement of person-centered services in rural pennsylvania, home nursing agency (hna) is one of the nation's largest and most diverse not-for- profit, post-acute and community-based wellness agencies, and affiliated with the upmc community provider services ("upmc") in july 2013. Upmc and hna have come together not only to advance the health and welfare in all of the communities currently served by hna, but also to expand existing services into new regions in pennsylvania. Collectively, home nursing agency & visiting nurse association and home nursing agency community services devotion to best practices, along with constant and tireless front-line advocacy at the local, state, and national levels, have secured both dollars and credibility for services to support and benefit the region's most vulnerable citizens, headquartered in the homes and community-based sites throughout 15 counties in pennsylvania, hna's 900+ employees served more than 23,000 residents in 2013-2014 alone with remarkable care. Committed to hna's core principles of customer satisfaction, employee satisfaction, quality, leadership, and profitable growth, employees have created a culture of excellence, and have named hna as a best place to work in pa (2004-2010, 2012, and 2013). Quality first healthcare llc (qfh) operated a personal care home with a 75 bed capacity in blair county, pa, during the year ended june 30, 2014. In addition, qfh owned american home health, inc., a home health agency located in northeast ohio, serving 1,000 clients in the 2013-14 fiscal year.”

“Pension other comprehensive income 136,191”

“Form 990, part xii, line 2b - audited financial statements the financial statements of hna affiliates are consolidated into and reported in the upmc audited consolidated financial statements, for the year ended june 30, 2014.”