Metropolitan Chicago Healthcare Council

“Until MCHC was dissolved December 15, 2017, Illinois Health and Hospital Association, as the corporate member, haD the power to elect the members of the Board of Directors of MCHC. Members of the board of directors may be removed, with or without cause, at any time by the corporate member. Form 990 Part VI Line 7B Until MCHC was dissolved December 15, 2017, The management, control and operation of the affairs and properties of this Corporation WAS vestED and WAS WITH the Directors of the Corporation. The authority of the Board of Directors to exercise the following powers WAs conditioned upon the approval of the Corporate Member: (a) The borrowing of any sum, the principal of which exceeds $50,000, or which has a stated term of greater than one (1) year, or which is secured by a mortgage of all or any portion of the Corporations real property or the creation of a security interest in the Corporations assets or revenues. (b) Any voluntary dissolution, merger or consolidation of the Corporation or the sale or transfer of all or substantially all of the properties and assets of the Corporation. (c) Any guaranty of any debt. (d) Approval of all annual and long-term capital and operational budgets and long-range plans of the Corporation. (e) Any unbudgeted capital expenditure in excess of $100,000, or any unbudgeted expenditure of more than $100,000 in one transaction or the approval or execution of any contract which requires such unbudgeted expenditure by the Corporation. (f) Any amendment to the Articles of Incorporation or Bylaws of the Corporation. (g) Selection of or change in independent auditors. (h) Creation of controlled or owned subsidiaries or affiliates by the Corporation. The matters specified herein shall, after being reviewed and adopted by the Board (except the amendment of bylaws, which requires only approval by the Corporate Member), be submitted to the Corporate Member for approval. Except for the matters specifically enumerated herein, the Board has full authority and the exclusive prerogative to act in matters affecting this Corporation.”

“With assistance from the legal department of IHA, the information needed to prepare the Metropolitan Chicago Healthcare Council's (MCHC) form 990 is prepared by the finance staff of MCHC's parent, Illinois health and Hospital Association (IHA). The form is then prepared and reviewed by the association's outside tax advisors, KPMG. After KPMG's review, the form is further reviewed by the association's chief accounting officer. Each board member receives a copy of the form before it is filed with the internal revenue service.”

“MCHC does not have employees. Conflict of Interest disclosure forms are reviewed, completed and signed by board members and officers of the entity. THESE ARE REVIEWED BY HUMAN RESOURCES STAFF and senior management. When a director or officer is aware of a conflict or potential conflict of interest for himself/herself or a family member, the director or officer must disclose it to the board or the compliance officer of Illinois Health and Hospital Association. AFTER DISCLOSURE OF A POTENTIAL CONFLICT OF INTEREST, THE REMAINING BOARD MEMBERS or officers, as the case may be, would DECIDE IF A CONFLICT EXISTS. IF A CONFLICT IS DEEMED TO EXIST, THAT BOARD MEMBER or officer, as the case may be, IS NOT ALLOWED TO VOTE ON THE MATTER.”

“As part of the acquisition of MCHC and its affiliates, during 2016 Illinois Health and Hospital Association (IHA) conducted a new and comprehensive compensation review for all IHA and MCHC-SS employees. A compensation committee, comprised of the executive committee of the board of trustees, is responsible for reviewing and approving the compensation of the CEO, other officers and key employees. An independent compensation consultant, as well as compensation studies of other similar organizations are utilized in the process.”

“The organization makes its governing documents, conflicts of interest policy, and financial statements available to the public upon request.”

“The purposes of the Corporation shall be: (1) To promote high quality, accessible health care for all communities; (2) To promote the common business interests of hospitals and other health care entities and improve business conditions in the hospital and health care industry; (3) To promote cooperative effort and action among hospitals and other health care entities and thus enhance the effectiveness of hospital and other health care service to the community; (4) To stimulate understanding and cooperation between hospitals and other healthcare entities and the medical profession; (5) To encourage scientific progress and management advances in hospitals and other health care entities and more effective utilization of their facilities; and (6) To help meet public needs for hospital and health care facilities and services. Form 990 Part III Line 3 All of the program service activities were transferred to MCHC's sole member Illinois Health and hospital Association. MCHC was dissolved in December 2017. Form 990 Part VI Line 2 Illinois Health and Hospital Association, a Related Entity, is the employer of the following officers and directors of the entity: JEAN KIRKEL, MARILYN HANZAL, MARK DEATON, Kenneth Wiersum, A.J. Wilhelmi, Terri Allen, and Edward Holzhauer. The entity's board is comprised of the following individuals who are also on the board(s) or an officer of one or more Related Organizations: Terri Allen, Edward Holzhauer, Kenneth Wiersum, and A.J. Wilhelmi. The entity's following officers are individuals who are also on the board(s) or an officer of one or more Related Organizations: JEAN KIRKEL, MARILYN HANZAL, MARK DEATON, Kenneth Wiersum, and A.J. Wilhelmi. Form 990 Part VI Line 4 MCHC was dissolved in December 2017 and all of the assets and liabilities were transferred to Illinois Health and Hospital Association. Form 990 Part VI Line 6 Until MCHC was dissolved December 15, 2017, Illinois Health and Hospital Association WAS the designated corporate member.”

“Dissolution AND TRANSFER OF NET ASSETS TO ILLINOIS HEALTH AND HOSIPTAL ASSOCIATION ($11,370,335)”