2013 Holdings Inc

“On september 1, 2019, children's national medical center (children's national) became the sole member of the hsc foundation (the foundation). Children's national is a district of columbia tax-exempt, nonstock corporation who along with its subsidiaries, provide health care services to infants, children, and youth in the district of columbia and the surrounding metropolitan area. No consideration was paid by children's national. Both prior to and immediately thereafter, the hsc foundation was and remains the sole member of hsc 2013 holdings, inc. Sale of land and building form 990, part iii, line 4a on april 5, 2019, holdings entered into an agreement with an unrelated third party to sell its land and building, which at december 31, 2018 is included in land, buildings and equipment with a net book value of approximately $4,200,000 and $8,445,000, respectively, for a purchase price of $23,600,000. The sale was closed on may 15, 2019. Delegate board authority to a committee form 990, part vi, line 1a under the foundation's prior bylaws, and until september 1, 2019, the executive committee of the hsc foundation, the sole corporate member of the organization, has the power to exercise each and all of the powers of the board of directors in the same manner and to the same extent as if the committee were in fact the board of directors, provided that any action taken shall not conflict with previously established policies or directives of the board. However, nothing contained in these bylaws shall constitute a delegation to the executive committee of the following powers of the board of directors: to increase or decrease the number of directors; to fill vacancies on or remove directors from the board; to elect officers; to fill officers' vacancies; to remove officers; to sell, encumber or otherwise dispose of all or any material part of the assets of the corporation; to merge or consolidate the corporation with another entity; or to amend these bylaws. All executive committee minutes will be provided to all members of the board of directors prior to the next meeting of the board of directors. The executive committee shall consist of the chairman, vice chairman, secretary and treasurer of the hsc foundation and up to four (4) additional at-large members who may be appointed by the chairman of the board, in his or her discretion. The president shall be an ex officio member of the committee. Effective september 1, 2019, children's national medical center became the sole corporate member of the hsc foundation. Upon that affiliation, the existing board committees of the hsc foundation and 2013 holdings became advisory only. Significant changes to governing documents form 990, part vi, line 4 the hsc foundation is the sole corporate member of 2013 holdings (holdings). On september 1, 2019, the foundation affiliated with children's national medical center. In accordance with an affiliation agreement by and between the foundation and children's national, children's national became the sole corporate member of the foundation. The foundation amended and restated its articles of incorporation to designate children's national as its sole member. Additionally, the foundation and holdings amended and restated its bylaws to comply with children's national's system of governance. Under children's national's system of governance, children's national retains certain authority over subsidiary entities (including subsidiaries of subsidiaries). The retention of authority includes items such as: the authority to amend a subsidiary's governing documents, authorize the sale of substantially all assets, appoint/remove officers and directors, approve budgets, set signature authority, and adopt an enterprise-wide compliance plan. The affiliation agreement and the foundation's amended and restated bylaws anticipate a five-year integration period, during such period the foundation and children's national will share responsibility for certain authorities that are”

“Form 990, part vi, line 11b effective september 1, 2019, children's national medical center became the sole corporate member of the hsc foundation. The hsc foundation is the sole corporate member of the organization. The form 990 is prepared by an accounting firm and then reviewed by the cfos of the hsc foundation and children's national. Once comments from the coo and cfos have been incorporated into the form 990, the form 990 is reviewed by the finance & investment committee of children's national and made available to the board of directors prior to filing.”

“Form 990, part vi, line 12c the hsc foundation is the sole corporate member of 2013 holdings, inc. On september 1, 2019, the foundation affiliated with children's national medical center. Effective september 1, 2019 and for a period of five years thereafter, the members of the foundation's governing body together with the board of children's national appoint the members of holdings's governing body. Holdings was dissolved in 2020. On september 1, 2019, and by means of an affiliation agreement, the foundation affiliated with children's national. Effective as of that date, the foundation and holdings amended and restated their bylaws to comply with children's national's system of governance. Under children's national's system of governance, children's national retains certain authority over subsidiary (and a subsidiary of a subsidiary) entities. The retention of authority includes items such as: the authority to amend a subsidiary's governing documents, authorization of the sale of substantially all assets, appoint/remove officers and directors, approve budgets, set signature authority, and adopt an enterprise-wide compliance plan. The affiliation agreement and the foundation and holdings' amended and restated bylaws anticipate a five-year integration period, during such period the organization and children's national will share responsibility for certain authorities that are otherwise set under the system of governance. Holdings was dissolved in 2020. Governing policies form 990, part vi, lines 13 & 14 the hsc foundation is governed by the compliance policies of its parent, children's national medical center. These policies include a written whistleblower policy and a written document retention and destruction policy.”

“Form 990, part vi, line 15 the organization relied on a related organization, hsc foundation, to determine executive compensation. Hsc foundation has adopted an executive compensation policy. Under that policy, the organization uses a four step approach to executive compensation: 1. The executive committee is made up of independent board members without a conflict of interest. The committee establishes and determines the reasonableness of total compensation for the system's disqualified executives and forwards proposed compensation to the full board for approval. 2. Periodically, the executive committee will engage an independent consultant to prepare a detailed written report on appropriate comparability data for comparable positions. 3. The executive committee reviews and relies upon the report of the independent consultant, along with other individual and market data, then debates and fully documents its decision about what is reasonable compensation for disqualified executives. 4. Once the executive committee develops executive compensation recommendations, they are presented to the system's full board for ratification. Effective september 1, 2019, children's national medical center became the sole corporate member of the organization. Commencing in 2020, the organization and its affiliates will adopt the executive compensation practice and approval process of children's national.”

“Form 990, part vi, line 19 this organization makes its governing documents and financials available to the public upon request.”

“Description:contrcated services total fees:181908”