Specialty Hospital of Lorain

“Specialty hospital of lorain (shl) was organized on february 1, 2008. Prior to that date, shl was operated by community health partners regional health system. Shl is a 28-bed hospital with a primary purpose of providing long-term health care services to the citizens of lorain county, ohio and the surrounding area through its long-term acute care facilities. The members of the shl, which each own an equal portion (33-1/3%) are the grace foundation, an ohio nonprofit corporation, university hospitals health system, inc., an ohio nonprofit corporation (uh) and community health partners regional health system, an ohio nonprofit corporation (chp). Shl is incorporated as an ohio nonprofit corporation. Grace hospital (subsidiary of the grace foundation) and shl have entered into a management agreement for grace hospital to manage shl. Grace hospital will supervise, direct and control the management and operation of shl. The board of directors of shl shall be the governing body and shall ultimately be responsible for the operation of shl. The following officers working full-time for shl are employed by grace hospital and are compensated through employment agreements with grace hospital: michelle hennis, (interim president and ceo/cfo).”

“See form 990, part vi, section a, line 3”

“Each member organization appoints one person from the community at-large as a director to the board of shl. In addition, the ceo of each member organization (or his or her designee) serves as a member of the board of shl.”

“The members, by a unanimous vote at a regular or special meeting, may exercise the following authority and reserved powers with respect to the operation of corporation: (a) approve any amendments to the articles of incorporation or these regulations including any amendments in connection with the admission of new members; (b) expand the operations and business activities of the corporation beyond the scope established in the member agreement; (c) sell all or substantially all of the assets of the corporation; (d) effect a merger, consolidation or other re-organization of the corporation; (e) except for the line of credit described in section 4.3 of the member agreement, incur indebtedness in excess of ten thousand dollars ($10,000.00) in the aggregate; (f) approve, renew or amend the management agreement on behalf of the corporation; (g) approve, renew or amend the lease agreement on hehalf of the corporation; (h) receive and review periodic financial and operating reports from corporation and monitor corporation's operations to ensure compliance with legal and regulatory requirements, accomplishment of corporation's mission, goals, and financial stability; (i) approve the admission of new members and determine the interest of any new member; and (j) approve capital contributions to the corporation in addition to the capital contributions stated to the member agreement as of the effective date in the member agreement. Except as set forth in this section, members shall not exercise any other power or authority with respect to operation of corporation.”

“Upon completion of the 990 by an outside accounting firm, a draft of the 990 is reviewed by the director of finance at specialty hospital of lorain. Upon completion of the review, the director of finance approves the submission of the document, pending recommended changes, if any. The draft is finalized and the final version is e-mailed to the board for signature.”

“The organization provides a conflict of interest statement to directors, officers and members of the administrative and medical staffs and asks them to list any ownership or investment interests or positions in an organization held by the person or a member of their family with which the corporation does business. Whenever a question of conflict of interest arises, the matter is reviewed with the hospital's president and chief executive officer to determine the appropriateness of any action to be taken. Where a conflict or potential conflict of interest exists or arises, the involved officer, director, or employee of the hospital is obligated to promptly disclose all pertinent facts to the president and chief executive officer of the hospital. Should it be determined, after a complete investigation, that a conflict, or potential conflict, does exist, the involved individual will be required to either refrain from participation. In the questionable transaction or to dispose of any such outside interest covered by this policy and procedure.”

“Grace hospital has entered into an agreement with specialty hospital to supervise, direct and control the management and operation of specialty hospital, who pays grace hospital a management fee for the services of officers and key employees.”

“The organization will make its governing documents available on request.”

“All program activities were discontinued during 2024; however, the process of closing out the books will continue through the end of the of 2025.”

“Purchased services: program service expenses 1,133,721. Management and general expenses 292,659. Fundraising expenses 0. Total expenses 1,426,380.”

“Section 1.263(a)-1(f) de minimis safe harbor election specialty hospital of lorain 254 cleveland avenue amherts, oh 44001 employer identification number: 34-1902731 for the year ending december 31, 2024 specialty hospital of lorain is making the de minimis safe harbor election under reg. Sec. 1.263(a)-1(f).”