Memorial Hospital

“Catherine r. Knipp and daryl l. Knipp have a family relationship.”

“Effective january 1, 2014, memorial hospital amended its articles of incorporation and code of regulations. The significant changes are as follows: - promedica health system, inc. Became the sole corporate member of memorial hospital. - the number of the board of trustees members shall consist of not less than eleven nor more than twenty. - a quorum for transaction of business at any meeting of the board of trustees must include at least one promedica health system, inc. Appointed trustee or the president of memorial hospital as well as a majority of the remaining trustees. - promedica health system, inc., as the sole corporate member, has specific reserved powers defined within the code of regulations.”

“As an ohio non-profit organization, this corporation has a corporate member.”

“Promedica health system, inc. (phs) is the parent corporation and sole member of memorial hospital or is the sole member of the sole member of memorial hospital. As the member, phs has the right to (a) nominate and elect a minority of the members and remove the members of the board of trustees of memorial hospital, and (b) approve the nominees to fill any vacancies on the board of trustees, a majority of whom are nominated by memorial hospital.”

“While the board of trustees of each business unit is granted certain powers with respect to such business unit's operations, as the member, promedica health system, inc. Retains approval rights with respect to certain corporate actions such as (i) adoption of the business unit's strategic plans and financial plans, (ii) expenditures for non-budgeted items in excess of certain dollar limits set from time to time by the member, (iii) expenditures for items which are included in the business unit's annual budgets but which exceed the budgeted amount by an amount in excess of certain dollar limits set from time to time by the member, (iv) incurrence, assumption or guarantee of any indebtedness, (v) sale, lease or other disposition of real property or assets with a value in excess of certain dollar limits set from time to time by the member and (vi) any merger, consolidation, reorganization, dissolution or liquidation.”

“Under the guidance of promedica health system, inc.'s (phs) tax consultants, form 990s are prepared by the respective accounting department of each affiliate and reviewed by the affiliate's finance leadership. After affiliate's finance leadership approval, copies of the form 990 for phs and their subsidiaries are provided to the respective company's board of trustees and are reviewed and signed by the respective company's president prior to filing with the internal revenue service.”

“Promedica health system, inc. And affiliates (phs) have standards of conduct that apply to all phs board members and employees. Board members and employees are expected to certify their compliance with the applicable standards prior to election/appointment or prior to beginning employment. Board members annually (or immediately if new potential conflicts of interest arise), all board members are required to complete and return the board member certification statement within 30 days of dissemination. Board member certification statements are compiled and reviewed by the v.p., audit & compliance/chief compliance officer (cco). Summarized information is forwarded for review to the chief financial officer, general counsel, business unit presidents and the president and chief executive officer (president/ceo), based upon their respective knowledge of the board members. The purpose of this review is to both inform management of the disclosed conflicts and to allow them to identify to the v.p., audit & compliance, any potential undisclosed conflicts. The audit & compliance department then conducts an audit of all board member certification statements (along with any relationships noted through the above review) to identify any positional conflicts of interest and to test material transactions with board members/their affiliates for fair market value. The results of the audit are reported directly to the chair of the audit & compliance committee with a copy to the president/ceo. The report includes a summary of the audit procedures performed, any significant concerns identified and their resolution. Any unresolved conflicts are addressed by the audit committee with recommendations to the full board as needed. Failure to file the certification statement, or the filing of a false or incomplete certification statement, or failure to disclose immediately any new conflicts of interest that may arise, or failure to cooperate without condition, honestly and completely with any investigation or review of the board member's certification statement or his/her actions or circumstances shall be grounds for sanction by the board of trustees up to and including removal from the board/committee/council. Employees annually (or immediately if new conflicts of interest arise), all salaried employees are required to complete and submit an electronic employee certification questionnaire within 30 days of notification. The human resources department ensures that all questionnaires, which are stored electronically, are completed and provides notification to the v.p., audit & compliance of the number of annual employee certification questionnaires sent and received, copies of any questionnaires containing disclosures that warrant further review by the audit & compliance department, and a list of all new employees hired during the previous 12 months. Identified conflicts are initially reviewed by the v.p., audit & compliance and if necessary discussed with the business unit president in which the employee works, and general counsel. If the conflict is considered a significant exposure risk for phs, a recommendation will be prepared for final approval of the phs president/ceo. Results of the employee process audit are included in the above report to the chair of the audit & compliance committee. Failure to complete the certification questionnaire, or the completion of a false or incomplete certification questionnaire, or failure to disclose immediately any new conflicts of interest that may arise, or failure to cooperate without condition, honestly and completely with any investigation or review of the employee's certification questionnaire or his/her actions or circumstances shall be grounds for sanction up to and including termination of employment.”

“Memorial hospital's top management official and other officers are compensated by promedica health system, inc. (phs), a related tax-exempt organization. Compensation determinations of memorial hospital's top management official and other officers are made by a compensation committee of phs. Each year independent consultants conduct an annual survey and recommend executive payroll base salary ranges based upon the market. The data is reviewed and approved by the promedica health system compensation committee every october. Salary adjustments are determined at the december meeting of the compensation committee. The compensation committee approves other forms of compensation based upon the prior year performance at the january meeting each year.”

“Promedica health system, inc. And subsidiaries provide any document open to public inspection upon request.”

“Joint venture operating agreements involving promedica health system, inc. Or its subsidiaries (collectively, phs) include provisions to protect phs's tax exempt status. Each agreement contains specific language related to the provision of health care services with focus on community health benefit and must follow a formal review process prior to contract execution. Phs continually ensures that its tax exempt status is protected by actively participating in the governance of all phs joint ventures.”

“Physician and non-physician services: program service expenses 5,863,190. Management and general expenses 0. Fundraising expenses 0. Total expenses 5,863,190. Other general purchased services: program service expenses 3,797,402. Management and general expenses 1,083,041. Fundraising expenses 0. Total expenses 4,880,443.”

“Beneficial interest in foundations 4,532,982. Valuation adjustment per asc 958 -3,034,118.”

“Promedica health system, inc. - program service accomplishments established in 1986, promedica health system, inc. (promedica) is a mission-based, locally owned, not-for-profit healthcare organization highly focused on achieving core values. Headquartered in toledo, ohio, promedica serves 27 counties in northwest ohio and southeast michigan and is one of the region's leading healthcare providers. Our stewardship of resources has enabled us to wisely invest in cutting-edge technology, innovative programs and family-centered facilities that help to ensure patients and area residents have equal access to high-quality, safe care in the most appropriate setting, regardless of a patient's ability to pay. Based on needs that we have assessed within the communities we serve, promedica launched new services and programs in 2014 to help meet the growing demands of local consumers across all spectrums of life, including those individuals who are often the most vulnerable when it comes to health care: the elderly, poor and underserved. Promedica's mission is to improve the health and well-being of those we serve. This is reflected in our four core values, including: compassion - we treat our patients and each other with respect, integrity and dignity; innovation - we continually search to find a better way forward; teamwork - we partner with others because we are better together than apart; and excellence - we strive to be the best in all we do. Promedica and its affiliates comprise 332 sites, more than 2,100 physicians and approximately 17,000 employees and volunteers. During 2014, promedica discharged 72,595 inpatients and served more than 1,407,416 outpatients, while handling 305,747 emergency visits system-wide. Among the region's largest employers, promedica plays a significant role in economic development and stability in our region. During 2014, for every one dollar of revenue, another 34 cents was created in our service-area economy, with a total economic output of $3.7 billion. We also create a direct economic impact with our revenue, payroll and employment. Additionally, spending on services and materials with vendors in our region creates an indirect economic benefit. Additionally, our physicians, leadership team members and employees individually contribute personal resources to the community in numerous ways - such as through tutoring elementary students in reading, providing monthly health lectures at local senior centers, generously contributing to community fundraising campaigns such as united way, participating in medical missions, serving on local not-for-profit boards, and donating nonperishable goods to numerous local food pantries and churches - underscoring a key benefit of promedica being locally owned and operated. Promedica's member and affiliate hospitals include: the toledo hospital; toledo children's hospital (operating as part of the toledo hospital); flower hospital; fostoria hospital association; defiance hospital, inc.; bay park community hospital; herrick memorial hospital, inc.; emma l. Bixby medical center; promedica wildwood orthopaedic and spine hospital (a division of the toledo hospital); memorial hospital; and st. Luke's hospital. In 2014, promedica also provided integrated services, comprised of: - promedica continuing care services corporation, providing rehabilitation, hospice, home care, ambulatory and senior services, community health, medical transportation services, and care coordination. - promedica physician group (promedica physicians), with more than 800 healthcare providers, including primary care, obstetrics and specialty physicians, as well as advanced practice providers. Together, this group helps promedica broaden the care we offer to area residents, including in smaller, outlying communities. - promedica insurance corporation, the largest health maintenance organization physically located in northwest ohio. In 2014, paramount advantage provided medicaid coverage to more than 220,000”

“Corporation in monroe, michigan, with the health system becoming a member of promedica effective jan. 1, 2015. By sharing resources and clinical expertise, the joinder helps broaden the depth and breadth of our services for residents of southeastern michigan. - promedica formed a joint operating company (joc) with local behavioral health provider harbor to address a growing community need for mental health services in northwest ohio and southeast michigan. The joc will help increase access to behavioral health services and enhance care through a more integrated, coordinated model. - promedica sponsored a school-based food drive challenge as part of its come to the table initiative. Schools have raised more than 24,000 pounds of non-perishable food items over the past two years for community food programs across promedica's service area. - promedica's summer youth employment program partnered 74 central-city teens ages 16-19 with mentors in departments such as human resources, radiology, dietary, and information technology to learn skills including customer service, punctuality and being accountable to others. - promedica continued its childhood obesity pilot program, which focused on children and adolescents with a body mass index (bmi) that classifies them as obese. Families met quarterly over a 12-month period with a dietitian in a physician's office or outpatient clinic to receive nutrition counseling and ask questions. Each child's bmi and responses to a health questionnaire were collected before, during and after the 12-month period to determine the program's effectiveness. - coordinated through our advocacy department, promedica continued to provide health and nutrition education to elementary school children in grades 1 - 6. The healthy kids conversation map(r) program is designed to empower students and their parents/guardians to make healthy choices about food and exercise. - promedica physicians expanded care to better cover local and rural communities, adding more than 95 new primary care physicians, specialists and advanced practice providers in 2014. - promedica participated in dozens of community health fairs that included nearly 8,000 free public screenings for high blood pressure, high cholesterol, body mass index and bone density. - as part of its hunger-free initiative, promedica continued to implement a food reclamation program in partnership with hollywood casino (rossford, ohio), as well as the toledo and flower hospitals, providing more than 160,000 pounds of repackaged, un-served food to community feeding sites. The toledo mud hens and owens community college are the newest partners to join the initiative. - more than 150 people joined promedica and the alliance to end hunger in february in washington d.c. To discuss how hunger affects americans' health and well-being as well as ways to address and solve the hunger problem. Based on promedica's come to the table initiative to address hunger as a health issue, the national summit featured an array of speakers on hunger and health as the partners continue working to end u.s. Hunger by encouraging joint efforts nationwide. The success of the program prompted additional regional hunger summits - in chicago in may, and atlanta in november - featuring guest speakers and other agencies addressing hunger throughout the country. - promedica cancer institute's community outreach included screenings for skin cancer; education sessions on colon cancer; the fifth annual survivor celebrations for cancer survivors, friends and caregivers; and sponsorship of the annual susan g. Komen(r) race for the cure in support of breast cancer research. - promedica retail group (promedica flower market) - a stand-alone retail business located near the campus of the toledo hospital - began hosting monthly garden grocer "first friday" events to discuss good nutrition and offer healthy cooking demonstrations along with recipes and other handouts. The events were held the first friday”

“Who did not have the financial resources to pay for hospital services. This amount represents the cost to provide service and does not include the costs for accounts that are written off to bad debt for patients who do not pay their bills. In addition, promedica's cost of bad debt for 2014 was $24,864,000. This amount is not included in the community benefit amount of $148,727,000 noted above. Further, promedica continues to be a leading participant in the lucas county carenet initiative - a collaborative effort among promedica, mercy health partners, the university of toledo medical center, the city of toledo, and others. Carenet was created to provide free or lower-cost health care for low-income lucas county residents. Established in 2003, carenet bridges the gap between adults without health insurance and needed healthcare services. While some individuals may qualify for governmental insurance programs such as medicaid, others do not; it is for these individuals that carenet was established. Additionally during 2014, promedica provided $77,544,000 of community benefit through the cost - not reimbursed by the government - for treating medicaid and other means-tested patients. Promedica's total cost - not reimbursed by the government - for treating medicare patients during 2014 was $89,329,000 and is not reflected in the community benefit amount of $148,727,000 noted above. Indeed, promedica goes beyond industry standards in meeting the goal of providing care to everyone, regardless of their ability to pay. We provide hospital care free-of-charge to all families without insurance with incomes at or below 200% of the federal poverty level. In addition to free care for those families under this federal poverty level, promedica hospitals provide significant discounts to families with incomes of up to 400% of the federal poverty level. In many situations, other funding sources are secured and accommodations made. Promedica's policies are posted and available in writing in all promedica facilities. Also, financial advocates are available to help patients by explaining our free care and discount programs, and to assist with the paperwork necessary to qualify for government funding. Patient bills provide clear explanations, qualifications and reminders of these programs. In summary, promedica demonstrates its mission and core values by providing high-quality health care to all patients, regardless of their race, creed, sex, national origin, disability, or age. And, we recognize that not all individuals possess the ability to purchase essential medical care. Therefore, we provide these healthcare services; recruit and train healthcare professionals to serve the broader community; provide appropriate financial assistance; offer services and contributions to other nonprofit organizations that allow them to provide key services to their constituents; and present free educational classes, health fairs and other activities to our local community to help ensure all members have equal access to care.”

“Memorial hospital (d/b/a promedica memorial hospital) is a member of promedica health system, inc. (promedica), a mission-based, locally owned, nonprofit healthcare organization highly focused on achieving core values. Headquartered in toledo, ohio, promedica serves 27 counties in northwest ohio and southeast michigan, and is one of the region's leading healthcare providers. Our stewardship of resources has enabled us to wisely invest in patient-centered care, advanced technology, innovative programs, and family-oriented facilities that help to ensure patients and area residents have equal access to high-quality, safe care in the most appropriate setting, regardless of patients' ability to pay. A 186 licensed bed hospital in fremont, ohio, promedica memorial hospital (mh) has 695 employees who provide extensive healthcare services such as emergency medicine; surgical services; outpatient physical rehabilitation; cardiac services; labor and delivery; mental health services; and a full range of laboratory and radiology services. Mh served 2,125 inpatients and 60,695 outpatients in 2014. Further, 24,830 individuals sought emergency care at mh. The hospital contributed $3,469,000 in community benefit through community benefit expenditures, and government-sponsored, means-tested health care. Through community health improvement services, health professions education, subsidized health services, cash and in-kind contributions, and other community benefit operations, mh contributed $1,032,000 to the community during 2014. Included in this figure are programs and events such as: - summer camps focusing on nutrition, activities and self-esteem for youth of the community. - staff involvement and support of red ribbon week. - youth mentoring programs in sandusky county. - health screenings for blood pressure, blood sugar and cholesterol at local fairs and community events, as well as first aid coverage for special events. - screenings for skin and breast cancer. - participation in the national alliance on mental illness (nami) walk to raise funds to support mental health community programs. - provide educational talks and resources related to cancer at danbury and elmore senior centers. - use approved and funded resources from susan g. Komen(r) to provide breast exams and mammograms. Mh provided $2,437,000 of community benefit through costs - not reimbursed by the government - for treating medicaid patients. Community benefit does not include the costs for accounts written off to bad debt for patients who do not pay their bills. Mh's cost of bad debt for 2014 was $1,695,000. This amount is not included in the community benefit amount of $3,469,000 noted above. Also in 2014, the total costs - not reimbursed by the government - for treating medicare patients was $3,378,000 and is not included in the community benefit amount of $3,469,000 noted above. During 2014, mh expended $16,784,000 in net payroll, providing 695 jobs in northwest ohio. A total of $1,283,000 was withheld from hospital employees in state and local taxes. In summary, mh demonstrates promedica's mission and core values by providing high-quality health care to all patients, regardless of their race, creed, sex, national origin, disability, or age. And, we recognize that not all individuals possess the ability to purchase essential medical care. Therefore, we provide these healthcare services; recruit and train healthcare professionals to serve the broader community; provide appropriate financial assistance; offer services and contributions to other nonprofit organizations that allow them to provide key services to their constituents; and present free educational classes, health fairs and other activities to our local community to help ensure all members have equal access to care.”

“Promedica health system, inc. And its subsidiaries (the system) prepares its community benefit reports using reporting guidelines published by the catholic health association of the united states and consistent with form 990, schedule h, hospitals, reporting. Community benefits are programs and activities that provide treatment and/or promote health and healing as a response to identified community needs. Community benefits reported by the system respond to an identified community need and meet at least one of the following criteria: - improve access to healthcare service. - enhance the health of the community. - advance medical or healthcare knowledge. - relieve or reduce the burden of government or other community efforts. Financial assistance consistent with its mission, the system provides a significant amount of financial assistance to patients with limited or no ability to pay their bill. Promedica hospitals provide free care to those uninsured patients with incomes up to 200% of the federal poverty level. Significant discounts are also provided on a sliding scale to uninsured patients up to 400% of the federal poverty level. Financial assistance is reported in the form of cost to provide services and has been reduced to reflect reimbursement received from state programs designed to relieve the burden of providing financial assistance. The cost of financial assistance does not include the costs for accounts that are written off to bad debt for patients that do not pay their bill. Government-sponsored health care government-sponsored health care include services that are reimbursed or partially reimbursed through federal, state and local means-tested programs such as medicaid. The system includes the unpaid costs of these public programs to the extent that payments received are less than the costs of providing services. The unpaid costs of treating medicare patients is reported separately and is not included in the system's community benefit report. Additionally, the cost of financial assistance has been eliminated from any amounts reported in this category. Community health improvement services & community benefit operations community health improvement services include activities carried out for the express purpose of improving community health. These activities do not generate inpatient or outpatient bills as they extend beyond patient care activities and are subsidized by the system. Community benefit operations include costs associated with dedicated staff, community health need and/or assessment, and other costs associated with community benefit planning and administration. Health professions education health professions education include costs for internships and residency education, the provision of a clinical setting for undergraduate/vocational training for students outside the organization, and funding for education that is linked to community services and health improvement. Subsidized health services subsidized health services are services provided to the community despite a financial loss. These services generate a bill for reimbursement, and include clinical patient care services that are provided because they are needed in the community and other providers are unwilling, or unable, to provide the services, or the services otherwise would not be available to meet patient demand. Research research activities include clinical and community health research, as well as studies on healthcare delivery. The amount reported for the system is reduced by any external subsidies, such as grants. Cash and in-kind contributions cash and in-kind contributions include funds and in-kind services donated to community organizations and/or the community at large. In-kind services include hours donated by staff to the community while on work time; as well as donation of food, equipment and supplies.”