Whitley Memorial Hospital

“The organization is organized as a not-for-profit corporation. Pursuant to the organization's governing documents, whitley memorial hospital, inc. Ein 35-1967665 is the sole member of whitley memorial hospital 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 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, 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”

“At the current time no executive committee exists. The bylaws allow for such committee in the following passage: the executive committee shall be composed of the officers of the board, the director of the corporation, the chief administrative officer of parkview foundation, inc., the 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. 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.”

“Pursuant to parkview health system inc.'s bylaws, the system compliance and audit committee may act on behalf of the corporation to provide review of the corporation and its subsidiary corporations' form 990 filings. Whitley memorial hospital 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 and the system compliance and audit committee, prior to filing with the irs. On october 24, 2024, the system compliance and 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 and audit 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. Related organization, parkview health system, inc., has a process in place for reviewing and approving compensation of the ceo & evp level executives. The process includes consultations with an independent compensation advisor and the review of appropriate comparability data; review and approval by the compensation committee of the governing body consisting of members who do not have a conflict of interest concerning the compensation; and contemporaneous documentation and recordkeeping with respect to deliberations and decisions regarding the compensation arrangements. In 2023, the compensation committee of parkview health system, inc. Reviewed and approved all ceo & evp level compensation, benefits, and perquisites for the 2023 compensation package, pursuant to the parkview health bylaws. In addition, aggregate information on all other executive roles (outside of the ceo & evps) is shared. The compensation package of the ceo and evps was approved by a majority of independent compensation committee members. Additionally, the compensation committee reviews and approves the plan documents for the management incentive compensation plan (micp) and the physician and provider incentive compensation plan (picp). The board of parkview health system, inc. Approves any changes in compensation for the ceo. Parkview's independent consultant prepares a summary of the executive compensation process using data from multiple published surveys prepared by independent firms for positions that are functionally comparable in similar-sized health systems and hospital organizations on both a regional and national basis. The independent consultant provides a statement of reasonableness of the compensation provided to the ceo and evp level executives.”

“Copies of the organization's governing documents, conflict of interest policy, and financial statements are available upon request.”

“As detailed in the articles of merger of nonprofit corporations, attached to this return and filed with the indiana secretary of state, the organization shall be merged with and into the legal entity of parkview health foundation, inc. (ein 92-1994990) an indiana nonprofit corporation governed by the laws of the state of indiana. Effective december 31, 2023, the organization's assets and liabilities shall become assets and liabilities of parkview health foundation, inc. To the extent any assets are subject to any restrictions upon use or other encumbrances or limitations, whether arising in contract, by law, or otherwise, all such restrictions, encumbrances, and/or limitations shall survive the merger. Parkview health foundation, inc. Received its determination letter from the internal revenue service recognizing it as a public charity exempt from federal income tax under sections 501(c)(3) and 170(b)(1)(a)(vi).”

“Parkview health system, inc. (ph), ein 35-1972384 is the common paying agent for the filing organization, whitley memorial hospital foundation, inc., ein 31-1190239. 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, 2023 was 704. The total number of employees reported on form w-3 and filed by the common paying agent, ph, for the year ended december 31, 2023 was 18,435. For purposes of completing form 990, part v, line 1a and 2a, the number reported for the whitley memorial hospital foundation, inc. Was 0 and 0 respectively.”

“Transfer of net assets to parkview health foundation, inc. -761,129.”