Indiana University Health Paoli Inc

“The sole member of iu health paoli is iu health, inc., a 501(c)(3) tax-exempt organization.”

“The board of directors shall consist from nine (9) to thirteen (13) members. To be eligible for board membership, a director candidate shall satisfy the selection criteria and personal characteristics as may be established by the member and iu health from time to time. It is preferred that at least three (3) of the directors are physician members, but is not required. The composition of the board of directors shall be consistent with the following criteria: i. Two (2) member shall be representatives of indiana university health bedford, inc.; ii. Two (2) members shall be representatives of indiana university health paoli, inc.; iii. Two (2) members shall be representatives of indiana university health morgan, inc.; iv. Four (4) members shall be representatives of indiana university health bloomington, inc.; and v. Two (2) members shall be the president of the iu health south central region and an iu health executive leadership representative. Vi. One (1) member directly appointed by the local council of women, inc. ("council director")”

“All action of the hospital shall be by its board, subject to the following matters which are reserved to and require the approval of iu health, as the member: a) authorize the establishment or acquisition of any subsidiaries, affiliates or joint venture arrangements or acquisition of all or substantially all of the assets of any other business or entity; b) approve or amend any operating or capital budget (provided that the approval or amendment of any operating or capital budget, or any other action, that would eliminate a core service (as that term is defined in that certain integration definitive agreement between iu health bloomington hospital, foundation and iu health, dated march 5, 2009 (the "definitive agreement")). The elimination of a core service must also be approved by a majority vote of the board; c) authorize any unbudgeted operating or capital budget items or deviations, including any issuance or guarantee of any unbudgeted debt, greater than the budgeted amount by $100,000 for any individual item or $300,000 per fiscal year in the aggregate; d) authorize the incurrence of debt by the hospital in accordance with policies and procedures issued by iu health (the "system policies"), including to serve as a guarantor, surety or co-obliger; e) approve any strategic plans and amendments thereto; f) amend or repeal the hospital's articles of incorporation or these by-laws (or other corresponding organizational documents if an affiliate is not a corporation) in any manner, including without limitation any change relating to the nonprofit purposes of hospital; g) authorize any merger, consolidation, reorganization, sale or transfer of all or substantially all of the hospital's assets or a subsidiary organization of the hospital; h) authorize any voluntary declaration of bankruptcy, plan of dissolution, liquidating distribution of assets or other action related to its dissolution or liquidation of the hospital; i) approve, upon recommendation of the nominating committee as provided in these bylaws, the members of the board of directors of hospital; j) approve any management agreement for the management of all or a substantial part of hospital's or any of its affiliate's operations; and k) approve any action to terminate acute care services or to close the hospital owned by the sole member.”

“The cfo reviewed and approved the form 990. Following the cfo's review and approval, a complete copy of the form 990 was made available to each board member prior to its filing. Each member was also informed of the availability of iu health's tax department to answer any questions.”

“Iu health paoli follows iu health's conflict of interest policy. Iu health's conflict of interest policy includes the following provisions: all iu health employees, associates, colleagues and contracted personnel, including employed physicians and paid medical directors ("iu health representatives") are covered by and subject to its conflict of interest policy. Iu health regularly and consistently monitors and enforces compliance with the policy through the following procedures: (a) on an annual basis, each iu health representative at the level of manager or above, together with every other person designated by the corporate compliance department ("department"), must complete, sign and submit a conflict of interest questionnaire ("questionnaire") to the department. Governing board members, committee members, corporate officers, medical staff and researchers must comply with the administrative requirements noted in the respective policies and procedures relative to those areas. (b) an iu health representative must supplement a questionnaire in writing, if after completion of the original questionnaire, a situation arises, or may reasonably be expected to arise, that would change any answer or information on the original questionnaire if the situation had existed or been anticipated at the time of completion of the original questionnaire. (c) if a fully and properly completed questionnaire reveals facts or other information that might reasonably indicate a conflict of interest or violation of the policy, the iu health representative completing the questionnaire must secure approval by his/her supervisor, evidenced in writing. (d) the department will review each questionnaire and determine whether a conflict of interest exists and, if so, whether and how it should or may be eliminated, avoided or managed in order to comply with the spirit of the policy and with the best interests of iu health and its patients. In making the determination, the corporate compliance department may consult with the iu health representative's supervisor and other appropriate individuals and groups. (e) the scope of the policy is not limited to those who are required to complete questionnaires. If an iu health representative is involved in a situation or relationship that would constitute a violation of the policy in the absence of disclosure and approval as described above, then the iu health representative must disclose the matter to his/her supervisor,secure his/her supervisor's approval in writing, and disclose the matter to the department. Otherwise, the iu health representative is in violation of the policy and subject to corrective action, up to and including termination. (f) the chief compliance officer, in consultation with onsite compliance personnel, may from time to time appoint standing or ad hoc committees to assist in resolving issues that arise under provisions of the policy.”

“Iu health paoli's articles of incorporation are available for public inspection through the indiana secretary of state's website. Iu health paoli's conflict of interest procedures are described on form 990, schedule o. Iu health paoli is a subsidiary in iu health's consolidated audited financial statements. Iu health's consolidated audited financial statements are available for public inspection through its bond filings and as an attachment to iu health's form 990 as well as iu health paoli's form 990.”

“(Expenses $ 4,204 including grants of $ 0)(Revenue $ 4,508) IU HEALTH PAOLI RECEIVES "SHARED SERVICES" REVENUE BY SHARING/PROVIDING SERVICES WITH IU Health Bloomington and INDIANA UNIVERSITY HEALTH CARE ASSOCIATES, INC. ("IU HEALTH PHYSICIANS")”

“Iu health paoli is part of the iu health system. As the sole member and controlling parent of iu health paoli, iu health and its board of directors have mandated that certain policies be followed to ensure greater standardization throughout the system. Thus, iu health paoli's board of directors was not required to separately adopt a conflict of interest, whistleblower, document retention and destruction and joint venture policies because iu health's board of directors had already adopted and required these policies to be followed by its subsidiaries.”

“Professional fees - Total Expense: 303791, Program Service Expense: 283398, Management and General Expenses: 20393, Fundraising Expenses: ; Other Fees - Total Expense: 38705, Program Service Expense: 36107, Management and General Expenses: 2598, Fundraising Expenses: ; Consulting - Total Expense: 105570, Program Service Expense: 98483, Management and General Expenses: 7087, Fundraising Expenses: ; Intercompany fees - Total Expense: 9452790, Program Service Expense: 8818226, Management and General Expenses: 634564, Fundraising Expenses: ; Contract service - Total Expense: 1646619, Program Service Expense: 1536082, Management and General Expenses: 110537, Fundraising Expenses: ; Physician Fees - Total Expense: 25000, Program Service Expense: 23322, Management and General Expenses: 1678, Fundraising Expenses: ;”

“Rounding - -1; Total - -1;”