Glenoaks Hospital Foundation

“Glenoaks hospital foundation (the filing organization) has one member. The sole member of the filing organization is midwest health foundation. Midwest health foundation (mhf) is a illinois, 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. In 2019, the filing organization entered into an agreement of merger (the merger) whereby the filing organization merged into its sole member, midwest health foundation (surviving corporation). The effective date of the merger was june 21, 2019.”

“The sole member of the filing organization is mhf. The board of directors of the filing organization are appointed by the sole member, mhf, who has the right to elect, appoint or remove any member of the board of directors of the filing organization.”

“Mhf, as the sole member of the filing organization, has the reserved power to approve any amendment, restatement, or repealing of the articles of incorporation or bylaws of the filing organization, except that changes to article 4, the purpose clause, or article 6, regarding changes to the articles of incorporation, may not be made without the approval of the board of directors or executive committee of adventist health system/sunbelt, inc.”

“Prior to its filing with the irs, the filing organization's current year form 990 was reviewed by the vice president of foundation development of midwest health foundation, the filing organization's sole member and surviving corporation after the merger effective june 21, 2019. The review conducted by the vice president of foundation development 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 (to be known as interested persons). In connection with any actual or possible conflicts of interest, any member of the board of directors 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.”

“The filing organization does not generally makes its governing documents, conflict of interest policy or financial statements available to the public.”

“The executive director of the filing organization through 3/19 was on the payroll of adventist glenoaks hospital (agh). The compensation of the executive director was determined by agh. In determining the compensation of the executive director, agh utilized published salary survey data and other local market information in establishing annual compensation. Executive management of agh review and approve annual compensation.”

“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 the supported hospital. Physician members of the board of directors received compensation from related organizations as a result of providing professional medical services.”

“Restricted contributions 18,257. Investment earnings on restriced contribution 18,106. Equity transfer upon merger to tax-exempt affiliate -683,356.”