Park Center Inc

“Executive committee a. Composition. The executive committee shall be such number of directors as may from time-to-time be appointed by the board. B. Responsibilities and functions: the responsibilities and functions of the executive committee as delegated to such committee by the board of directors are as follows: (1) transact all emergency business between regular meetings of the board of directors; (2) assist the board of directors by serving as a forum where strategic and other critical issues may be substantially developed before going to the board of directors for discussion and consideration; (3) serve as the evaluation committee to annually evaluate the performance of the president and chief executive officer and report such evaluation to the board of directors; (4) oversee the planning of the annual meeting of the board; (5) review personnel trends, provide oversight for all personnel functions of the corporation to include, but not limited to: annual review of salary schedules and benefit programs; annual staffing plan; affirmative action plans; and succession plans; (6) perform such other tasks or projects as may be delegated by the board of directors; and (7) monitor contracts for services directly related to patient care.”

“Director greg johnson and officer jeanne' wickens have a business relationship as directors on the board of a related entity. Officers michael packnett and jeanne' wickens have business relationships as officers of related entities.”

“The organization is organized as a not-for-profit corporation. Pursuant to the organization's governing documents, parkview health system, inc. Ein 35-1972384 is the sole member of park center, inc.”

“The corporate member, parkview health system, inc. Ein 35-1972384, shall have the following reserved powers as stated in park center, inc.'s bylaws under article iv - powers and responsibilities, section 4.3 - powers of the member: the following powers and responsibilities shall be reserved to the member, acting by a member of its senior leadership team, and the member or the board of directors shall act to carry out the member's directions with respect to: a. Appointing directors (including appointments to fill vacancies) and initiating the removal of, and removing, any director of the corporation; b. Appointing (including appointments to fill a vacancy) and initiating the removal of, and removing, the president and chief executive 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. Approving and adopting the strategic plan, and any amendments thereto, for the corporation and its affiliates, including any individual initiatives or arrangements, such as a new service or contractual arrangement, deemed by the member to be of strategic importance to the corporation or its affiliates and direct and monitor compliance with such plans, initiatives and arrangements; d. Approving and adopting the capital and operating budgets and financial plans, and any amendments thereto, of the corporation and its affiliates; e. Approving the incurrence of any debt proposed by the corporation, including the issuance of bonds by the corporation and its affiliates, and requiring the incurrence of debt by the corporation and its affiliates; f. Approving the transfer of assets by the corporation and its affiliates, including transfers of real property, personal property, cash, stock or other tangible or intangible assets, unless otherwise identified in previously approved strategic plans, initiatives, arrangements or budgets; g. Requiring and directing the transfer of assets by the corporation or its affiliates, provided that approval of the board is also required if the transfer involves a transfer or sale of substantially all of the assets of the corporation or would prevent the corporation from operating a psychiatric hospital in the community. For purposes of this section, board approval shall not be required for participation in a master trust indenture, pooled financing or any other kind of debt instrument, borrowing or guaranty obligating corporation assets; h. Approving participation (including the exercise of renewal options) by the corporation and its affiliates in networks, affiliations, joint ventures, partnerships, mergers, dissolutions or acquisitions and requiring and directing participation by the corporation and its affiliates in such arrangements; i. Except as otherwise directed by the member, approving decisions of the corporation and its affiliates to participate in any novel, qualitatively or quantitatively unique managed care or other health care service purchasing arrangements and require participation by the corporation and its affiliates in such health care service purchasing arrangements, other than (i) applications for funding from the division of mental health and addictions (or any successor agency), or (ii) allocations of public subsidies, or any similar arrangements to the extent they are in the ordinary course of the corporation's existing managed care or purchasing relationships (e.g., medicaid managed care agreements, etc.); j. Developing and requiring adoption of minimum medical staff quality assurance and utilization review standards, criteria and procedures for the corporation and its affiliates in consultation with the corporation; k. Approving any action of the corporation or an affiliate to change the hospital from a psychiatric hospital or to close the hospital; and l. Approving or requiring and directing any amendment to the bylaws or articles of incorporation of the corporation or an af”

“See schedule o explanation for form 990, part vi, section a, line 7a”

“Park center, 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 park center, inc.'s governing body, prior to filing with the irs. On october 24, 2023, the audit committee of parkview health system, inc. 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 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. To the extent that the organization has a vice president or above, the related organization, parkview health system, inc., has a process in place for determining compensation of the ceo, officers, and key employees. 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 2022, the compensation committee of parkview health system, inc. Reviewed and approved all executive compensation, benefits, and perquisites for the 2022 compensation package, pursuant to the parkview health bylaws. The compensation package was approved by a majority of independent compensation committee members. Parkview's independent consultant prepares a competitive compensation analysis 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 as well as all executives at the vice president level and above. All data is shared with the board of directors. The board approves any changes in compensation for the ceo and their direct reports. Approval is also provided for the salary budget for the entire organization. The board reviews and approves the plan documents for the management incentive compensation plan (micp) and the physician and provider incentive compensation plan (picp).”

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

“Parkview health system, inc. (ph), ein 35-1972384, is the common paying agent for the filing organization, park center, inc., ein 35-1135451. Therefore, all applicable irs tax filings, including forms 1099 and 1096 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, 2022 was 627. The total number of employees reported on form w-3 and filed by the common paying agent, ph, for the year ended december 31, 2022 was 17,284. For purposes of completing form 990, part v, line 1a and 2a, the number reported for the park center, inc. Was 36 and 417 respectively.”

“Asset transfers/adjustments -110,718.”