Adventist Midwest Health

“April 1, 2022 changes to bylaws: prior to april 1, 2022, adventist midwest health (amh) was a covered affiliate of an affiliation comprising a regional health care delivery network operated and managed by alexian brothers-ahs midwest region health co., a joint operating company between alexian brothers health system and adventist midwest health (the joint operating company). The joint operating company was known as amita health. Throughout 2022, the sole member of amh was adventist health system/sunbelt, inc. And indirectly was adventist health system sunbelt healthcare corporation, both 501(c)(3) organizations. The healthcare system whose parent is adventist health system sunbelt healthcare corporation is known as adventhealth. Effective april 1, 2022, alexian brothers health system and adventist midwest health executed a disaffiliation agreement (the disaffiliation) whereby it was agreed that the joint operating company, alexian brothers-ahs midwest region health co., would wind up its affairs and dissolve and that the parties to the original affiliation agreement would no longer be under the management control of the joint operating company. Accordingly, the bylaws of the filing organization were amended effective april 1, 2022, to reflect the changes resulting from the disaffiliation. Adventist midwest health owns and operates two acute-care hospitals in the greater chicago area in the villages of hinsdale and la grange (the hospitals). The april 1, 2022 bylaws were revised to effectuate the terms of the disaffiliation agreement. Accordingly, all relevant sections of the previous bylaws were amended to remove all references and authorities, including reserved powers, that were granted to the joint operating company and its board of directors. All references throughout the bylaws to potential limitations imposed on actions of the hospital that might result from inconsistencies with the joint operating company bylaws or affiliation agreement were removed. Prior to the april 1, 2022 revisions to the bylaws, the board of directors of amh provided for two classes of directors - voting and non-voting. The revised bylaws provide for only voting members of the board of directors. Committees of the board of directors which have as their primary purpose the discussion of issues which affect the discharge of responsibilities of the hospital medical staff shall include in the committee membership a representative of the medical staff. The revised bylaws include provisions related to the hospital's medical staff and its organization, appointments, and due process procedures. The board of directors shall determine which categories of practitioners are eligible candidates for appointment to the hospital's medical staff, and those practitioners who may be granted clinical privileges without the grant of membership in the hospital's medical staff. Practitioners eligible for medical staff appointment shall be organized into a medical staff under medical staff bylaws. The organized medical staff structure shall be determined by the board. The board shall delegate to the hospital medical staff the responsibility to evaluate the professional competence of medical staff members and applicants and the quality and appropriateness of professional care to hospital patients. There shall be bylaws, rules, and regulations for the hospital medical staff setting forth its organization and government. The bylaws were also revised effective april 1, 2022 to update the powers reserved to the member. The following powers reserved to the member were added to the april 1, 2022 bylaw revisions: 1) the authority to set limits and terms for all types of financial transactions exceeding $100,000; 2) the authority to secure naming rights and to direct the placement of funds and capital of the filing organization in excess of $1,000,000; 3) the authority to approve or disapprove the implementation of non-traditional, non-healthcare related activities; 4) the author”

“Changes to the bylaws: the revised bylaws are effective january 1, 2023. The formation, purpose and objectives section of the revised bylaws was amended to state that the filing organization, adventist midwest health, is now affiliated with the university of chicago medical center. Prior to the january 1, 2023 revisions to the bylaws, the sole member of adventist midwest health was adventist health system/sunbelt, inc. The revised bylaws now provide for two classes of members: class a and class b. The university of chicago medical center shall be the sole class a member and adventist health system/sunbelt, inc. Shall be the sole class b member. Each member must possess and maintain recognition as a 501(c)(3) organization. As of the adoption date of the bylaws, january 1, 2023, the class a member shall possess a 51% membership interest in the filing organization and the class b member shall possess a 49% interest in the filing organization. Each member shall designate an individual who shall be authorized to act on such member's behalf. Extensive revisions were made to the member's reserved powers to provide that certain reserved powers were retained solely by the member with certain other reserved powers subject to the approval of either the university of chicago medical center, adventist health system/sunbelt, inc., or both. Under the revised bylaws, each member shall be entitled to certain stipulated reserved powers as identified below. Matters requiring affirmative approval of the class a member: - appointment and compensation of an individual proposed by adventhealth to hold the office of president/chief executive officer of the filing organization and the termination of such appointment, except for terminations by the class b member as outlined in the revised bylaws; - the annual operating and capital budgets of the filing organization and all unbudgeted expenditures individually or in the aggregate of related items of more than $5,000,000, contractual obligations in excess of $5,000,000, and the financial statements of the filing organization; - the strategic and operating plans of the filing organization; - the selection, removal and/or modification of the authority and responsibilities of accountants and auditors; any indebtedness or capital lease of more than $5,000,000 on the balance sheet of the filing organization and its subsidiaries; - the approval or amendment of managed care pricing, pricing strategies, and contracting parameters for those managed care contracts to which the filing organization is a participating provider; and - the confession of a judgment or settlement of a claim that would exceed insurance limits. Matters requiring affirmative approval of the class b member: - changes to the religious affiliation of any facility owned by the filing organization; - changes to operational policies, plans, and procedures that are specifically related to a facility's religious affiliation with the seventh-day adventist church; - the termination of the president/ceo if termination is related to that person's membership in the seventh-day adventist church; - the selection, removal, or modification of the authority and responsibilities of accountants and auditors; and - changes to the mission, vision, or values of the filing organization. Matters requiring affirmative approval of the class a member and the class b member: - amendments to the articles of incorporation or bylaws or the governing documents of the adventist midwest health subsidiaries; - the formation of any subsidiary of the filing organization; - entering into any affiliation agreement or joint venture agreement; - any change in the name or branding of the hospital; - the addition of new members of the filing organization; - the appointment and removal of any member of the hospital board; - distributions of cash and other property to the members or otherwise; - any agreement or arrangement between the filing organization and/or its subsidiaries and a”

“Pursuant to the revised bylaws, a quorum for any meeting of the members shall be deemed to exist where both members (through their respective member representatives) are present. Assuming a quorum is present, matters may be adopted upon the affirmative vote of only the class a member or only the class b member or both, depending upon the specific matter and the respective powers of each member as specified above. The class a member representative shall chair meetings of the members. The class a and b member may delegate certain reserved powers to their respective member, namely the university of chicago or adventist health system sunbelt healthcare corporation, respectively. The revised bylaws provide that the board of directors shall be comprised of eight directors. Four of the directors shall be elected by the class a member and four directors shall be elected by the class b member. The filing organization's president/ceo shall also serve on the board as a non-voting, ex officio member. The term for each director shall be three years. A majority of the directors shall constitute a quorum provided at least 2 class a directors and 2 class b directors are present. If a quorum is present, a majority vote of the directors present is an act of the board. An affirmative vote of six or more of the total number of directors is necessary for approving any change or discontinuation of an acute care hospital license held by an adventist midwest health entity or a discontinuation of any material patient care service line offered by an adventist midwest health entity or a decision to confess a judgment or settle a claim in excess of $3,000,000. The revised bylaws contain a more detailed listing of the responsibilities of the board of directors and include approving any material changes in the category of services offered by the filing organization, requiring adherence to the system-wide naming nomenclature and service standards, and authority to set and enforce policies for physician compensation including commercial reasonableness and fair market value. The chair of the board of directors shall be filled on a three-year rotating basis between a class a director and a class b director. The board may create committees, including a finance, compliance, and quality committee. Each committee shall be comprised of the same proportion of class a and class b directors as each respective member is entitled to appoint to the board. The revised bylaws provide that the fiscal year of the filing organization shall end on june 30 of each year. In addition to the board of directors, the updated bylaws provide that the governance and management of the hospitals shall be overseen by a hospital board composed of no less than 18 and no more than 23 individuals appointed by the members. At least two of the appointees shall be class a representatives. Hospital board members shall be appointed for terms of one to four years. Subject to the powers retained by the board of directors and powers retained by the members, the hospital board shall assume full legal responsibility for the operations of the hospitals and other operations of the filing organization, as delegated by the board. The revised bylaws contain a detailed listing of the responsibilities of the hospital board and are grouped into the areas of strategy, general operations, medical staff, safety, quality and education, community, hospital-based home health agency, and hospital-based hospice. Provisions were added to the amended bylaws to provide for a means of resolving a voting deadlock in the event the applicable governing authority (be it members or board) in unable to reach a decision by the required vote or, in the case of a board decision, either members' appointees to the board believes that favorable passage of such action is critical to the well-being of the adventist midwest health entities. In such a case, the item shall be referred to the dean and executive vice president for medical a”

“Adventist midwest health (the filing organization) has one member. The sole member of the filing organization is adventist health system/sunbelt, inc. (ahssi). Ahssi is a florida, not-for-profit corporation that is exempt from federal income tax under internal revenue code (irc) section 501(c)(3). There are no other classes of membership in the filing organization.”

“The members of the board of directors (governing board) of the filing organization are appointed by the corporate member, adventist health system/sunbelt, inc. The corporate member is entitled to elect not less than eighteen (18) and no more than twenty three (23) voting members to the board of directors of the filing organization pursuant to the provisions of the bylaws.”

“Prior to april 1, 2022, adventist midwest health (amh) was a covered affiliate of an affiliation comprising a regional health care delivery network operated and managed by alexian brothers-ahs midwest region health co., a joint operating company between alexian brothers health system and adventist midwest health (the joint operating company). The joint operating company was known as amita health. Throughout 2022, the sole member of amh was adventist health system/sunbelt, inc. (ahssi) and indirectly was adventist health system sunbelt healthcare corporation (ahsshc), both 501(c)(3) organizations. The healthcare system whose parent is adventist health system sunbelt healthcare corporation is known as adventhealth. Effective april 1, 2022, alexian brothers health system and adventist midwest health executed a disaffiliation agreement (the disaffiliation) whereby it was agreed that the joint operating company, alexian brothers-ahs midwest region health co., would wind up its affairs and dissolve and that the parties to the original affiliation agreement would no longer be under the management control of the joint operating company. Accordingly, the bylaws of the filing organization were amended effective april 1, 2022, to reflect the changes resulting from the disaffiliation. For the period from january 1 to march 31, 2022, the governing documents of the filing organization provided for certain reserved powers to exercise financial, managerial, and operational authorities over the filing organization by ahsshc, as sponsor, by ahssi as member, by both members of the joc, namely, amh and alexian brothers health system (members), and by the board of directors of the joc. Beginning april 1, 2022, the bylaws of adventist midwest health were amended. Upon amendment, the following reserved powers were held by ahssi: 1) to approve or disapprove the appointment, removal, and compensation of the senior management of the filing organization; 2) to approve or disapprove any changes or amendments to the bylaws or articles of incorporation of the filing organization; 3) to approve or disapprove material changes in the category of services offered by the filing organization; 4) to approve or disapprove capital expenditures or the sale, donation, or other transfer of real and personal property with values in excess of $1,000,000; 5) the authority to require adherence to policies adopted by the member and adventist health system sunbelt healthcare corporation; 6) the authority to set limits and terms for all types of financial transactions exceeding $100,000 for any single or related projects; 7) the authority to approve or disapprove the annual operating and capital budgets and strategic plans of the filing organization; 8) the authority to secure naming rights and to direct the placement of funds and capital of the filing organization in excess of $1,000,000; 9) the authority to approve or disapprove the implementation of non-traditional, non-healthcare related activities; 10) the authority to approve or disapprove performance/quality improvement, revenue cycle and case management programs; 11) the authority to approve or disapprove the selection of the auditing firm and election of the fiscal year; 12) the authority to approve or disapprove the selection of amh's group purchasing organization; 13) the authority to approve or disapprove any joint venture or partnership in which the amh would be a member or partner; 14) the authority to approve or disapprove the it systems and other shared services used; 15) the authority to require adherence to the system-wide naming nomenclature and service standards adopted by the member; 16) the authority to set and enforce polices for physician compensation including commercial reasonableness and fair market value; and 17) the authority to exercise such other powers as are necessary in connection with all other listed powers.”

“The filing organization's current year form 990 was reviewed by the board member/president, ceo and by the cfo prior to its filing with the irs. The review conducted by the board member/president, ceo and the cfo did not include the review of any supporting workpapers that were used in preparation of the current year form 990, but did include a review of the entire form 990 and all supporting schedules.”

“The conflict of interest policy of the filing organization applies to members of its board of directors and its principal officers (to be known as interested persons). In connection with any actual or possible conflict of interests, any member of the board of directors of the filing organization or any principal officer of the filing organization (i.e. Interested persons) must disclose the existence of any financial interest with the filing organization and must be given the opportunity to disclose all material facts concerning the financial interest/arrangement to the board of directors of the filing organization or to any members of a committee with board delegated powers that is considering the proposed transaction or arrangement. Subsequent to any disclosure of any financial interest/arrangement and all material facts, and after any discussion with the relevant board member or principal officer, the remaining members of the board of directors or committee with board delegated powers shall discuss, analyze, and vote upon the potential financial interest/arrangement to determine if a conflict of interest exists. According to the filing organization's conflict of interest policy, an interested person may make a presentation to the board of directors (or committee with board delegated powers), but after such presentation, shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in a conflict of interest. Each interested person, as defined under the filing organization's conflict of interest policy, shall annually sign a statement which affirms that such person has received a copy of the conflict of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands that the filing organization is a charitable organization that must primarily engage in activities which accomplish one or more of its exempt purposes. The filing organization's conflict of interest policy also requires that periodic reviews shall be conducted to ensure that the filing organization operates in a manner consistent with its charitable purposes.”

“Prior to april 1, 2022, the filing organization's ceo, other officers and key employees were on the payroll of the filing organization. For 2022, the compensation package for these individuals was initially determined by the joint operating company, alexian brothers-ahs midwest region health co., dba amita health (amita health or joc). As discussed in our response to form 990, part vi, section a, line 4, the filing organization ceased to be a covered affiliate of the joc effective april 1, 2022, due to the disaffiliation agreement between alexian brothers health system and adventist midwest health, the filing organization's 501(c)(3) sole member. As a result of the disaffiliation agreement, beginning april 1, 2022, the filing organization's ceo, other officers and key employees are not compensated by the filing organization. Please see the discussion concerning the process followed by amita health in determining 2022 executive compensation in our response to schedule j, line 3.”

“The filing organization is a part of the system of healthcare organizations known as adventhealth. The audited consolidated financial statements of adventhealth and of the adventhealth "obligated group" are filed annually with the municipal securities rulemaking board (msrb). The "obligated group" is a group of ahsshc subsidiaries that are jointly and severally liable under a master trust indenture that secures debt primarily issued on a tax-exempt basis. Unaudited quarterly financial statements prepared in accordance with generally accepted accounting principles (gaap) are also filed with msrb for adventhealth on a consolidated basis and for the grouping of adventhealth subsidiaries comprising the "obligated group". The filing organization does not generally make its governing documents or conflict of interest policy available to the public.”

“For those board of director members (not including physician members of the board) who devote less than full-time to the filing organization (based upon the average number of hours per week shown in column (b) on page 7 of the return) the compensation amounts shown in columns (e) and (f) on page 7 were provided in conjunction with that person's responsibilities and roles in serving in an executive leadership position within adventhealth or amita health. Physician members of the board of directors received compensation from related organizations as a result of providing various medical services to those related entities.”

“The amounts shown in part viii, lines 7a(i), 7b(i) and 7c(i) of the form 990 represent an allocated share of capital gain/(loss) from a system wide, corporate administered, investment program.”

“The parent corporation and sole top-tier member of adventist midwest health (the filing organization) is adventist health system sunbelt healthcare corporation (ahsshc). Ahsshc is a florida, not-for-profit corporation that is exempt from federal income tax under internal revenue code (irc) section 501(c)(3). Ahsshc has established a shared service center to centralize the accounts payable (a/p) function for all ahsshc subsidiary organizations. The filing organization has entered "0" in part v, line 1a because the filing organization no longer issues form 1099 returns, rather, all such returns are filed by and under the name and ein of ahsshc as the payor subject to the information reporting requirements of section 6041. The facts and circumstances support a position that ahsshc, as a payor on behalf of its subsidiary organizations in a shared service environment, will have sufficient management and oversight in connection with the subsidiary organizations' payments to meet the standard set forth in treas. Reg. Section 1.6041-1(e). Ahsshc will not merely be making payments at the direction of its subsidiary organizations. Accordingly, ahsshc is considered the payor subject to the information reporting requirements of section 6041.”

“Payments to healthcare professionals: program service expenses 46,028,772. Management and general expenses 0. Fundraising expenses 0. Total expenses 46,028,772. Professional fees: program service expenses 14,026,636. Management and general expenses 0. Fundraising expenses 0. Total expenses 14,026,636. Purchased medical services: program service expenses 10,263,507. Management and general expenses 0. Fundraising expenses 0. Total expenses 10,263,507. Environmental services: program service expenses 7,013,470. Management and general expenses 0. Fundraising expenses 0. Total expenses 7,013,470. Transcription services: program service expenses 138,676. Management and general expenses 0. Fundraising expenses 0. Total expenses 138,676. Recruiting: program service expenses 101,360. Management and general expenses 0. Fundraising expenses 0. Total expenses 101,360. Food service contracts: program service expenses 8,281,963. Management and general expenses 0. Fundraising expenses 0. Total expenses 8,281,963. Other purchased services: program service expenses 29,710,618. Management and general expenses 0. Fundraising expenses 0. Total expenses 29,710,618. Adventhealth management fees: program service expenses 0. Management and general expenses 11,265,333. Fundraising expenses 0. Total expenses 11,265,333. Billing & collection services: program service expenses 0. Management and general expenses 311. Fundraising expenses 0. Total expenses 311. Ah shared services fee: program service expenses 0. Management and general expenses -806,951. Fundraising expenses 0. Total expenses -806,951. Regional management fees: program service expenses 0. Management and general expenses 11,900,131. Fundraising expenses 0. Total expenses 11,900,131.”

“The amounts shown on line 2 of part x of this return include the filing organization's interest in a central investment pool maintained by adventist health system sunbelt healthcare corporation, the filing organization's top-tier parent. The investments in the central investment pool are recorded at market value.”

“Prior period adjustments -849,408. Gifts 1,145,937. Other -41,534. Amita disaffiliation costs -1,858,326. Transition service agreement costs -3,026,608. Unrealized market adjustment -201,043. Net change in interest in foundation -16,031,920. Lease accounting adjustments 989,660. Prepaid intercompany it costs -10,666,297. Change in intercompany allocation of tax-exempt bonds 250,594,817. Working capital cash contribution from tax-exempt parent 27,689,121. Accounting write-up of assets on sale of membership interest 82,178,334. Investment in foundation -270,943. Foundation restricted funds 10,059,725. Transfer to top-tier tax-exempt parent -4,552,680. Reversal of prior year purchase accounting -160,006,812. Rounding 3.”