Naperville Psychiatric Ventures

“Naperville psychiatric ventures d/b/a linden oaks hospital is an illinois general partnership the partners of which are edward health ventures, an illinois not for profit corporation (which owns a 99% equity interest) and edward-elmhurst healthcare, an illinois not for profit corporation (which owns a 1% equity interest).”

“The members of the edward health ventures board of trustees who are elected by the edward-elmhurst healthcare ("eeh") board of trustees at the eeh annual meeting also concurrently serve as and constitute the directors of the linden oaks hospital ("loh") board. Additionally, the president of the loh medical staff and the president of loh serve as ex-officio members of the board of directors, with voting privileges. Furthermore, two additional members from the community may serve on the loh board of directors, who are also elected by the eeh board of trustees.”

“THE BOARD OF TRUSTEES OF EDWARD-ELMHURST HEALTHCARE ("EEH"), AN ILLINOIS NOT FOR PROFIT CORPORATION, WHICH OWNS A 1% EQUITY INTEREST IN NAPERVILLE PSYCHIATRIC VENTURES D/B/A LINDEN OAKS HOSPITAL ("LOH"), HAS THE FOLLOWING EXCLUSIVE POWERs OVER LOH: -EEH ALONE SHALL HAVE THE AUTHORITY TO ALTER, AMEND OR REPEAL THE LOH BYLAWS OR ADOPT NEW BYLAWS AND SUCH ALTERATION, AMENDMENT OR REPEAL OF THE BYLAWS OR ADOPTION OF NEW BYLAWS SHALL BE EFFECTIVE WITHOUT THE APPROVAL OF THE LOH BOARD OF DIRECTORS. ADDITIONALLY, THE LOH BOARD MAY NOT TAKE ANY OF THE ACTIONS LISTED BELOW, WITHOUT OBTAINING THE PRIOR APPROVAL OF the Edward-Elmhurst Board of Trustees: -ELECT, REMOVE, AND REPLACE, DIRECTORS ON THE LOH BOARD; -APPROVE AMENDMENTS TO THE LOH PARTNERSHIP AGREEMENT PROPOSED BY THE LOH BOARD (ALL SUCH AMENDMENTS TO BE CONSISTENT WITH SECTION 501(C)(3) OF THE IRC); -APPROVE AN ELECTIVE DISSOLUTION OR LIQUIDATION OF THE LOH PARTNERSHIP; -ADOPT, OR PERMIT THE ADOPTION OF, ANY ANNUAL OR LONG-TERM CAPITAL OR OPERATIONAL BUDGET OF THE HOSPITAL; -ADOPT, OR PERMIT THE ADOPTION OF, ANY VARIANCE FROM ANY ANNUAL OR LONG-TERM CAPITAL OR OPERATIONAL BUDGET OF LOH WHICH WOULD RESULT IN THE EXPENDITURE OF FUNDS EXCEEDING IN THE AGGREGATE DURING THE RELEVANT TERM OF ANY SUCH BUDGET THE GREATER OF TEN PERCENT (10%) OF THE TOTAL BUDGETED OPERATING EXPENSES OR SUCH DOLLAR LIMIT AS EEH MAY ESTABLISH BY RESOLUTION AT THE TIME IT APPROVES SUCH BUDGET; -AUTHORIZE OR PERMIT LOH TO ENTER INTO ANY CONTRACT WHICH IS NOT PROVIDED FOR IN AN ANNUAL OR LONG-TERM CAPITAL OR OPERATIONAL BUDGET APPROVED BY EEH WHERE THE AMOUNT INVOLVED EXCEEDS IN THE AGGREGATE ONE HUNDRED THOUSAND DOLLARS ($100,000) OR SUCH OTHER DOLLAR LIMIT AS EEH MAY ESTABLISH BY RESOLUTION AT THE TIME IT APPROVES SUCH BUDGET; -ADOPT, OR PERMIT THE ADOPTION OF, ANY NEW, OR ANY SUBSTANTIVE CHANGES TO THE STRATEGIC PLANS OF LOH; -ADOPT, OR PERMIT THE ADOPTION OF, ANY NEW, OR ANY SUBSTANTIVE CHANGES TO THE MARKETING PLANS OF LOH; -AUTHORIZE LOH TO ENTER INTO ANY TRANSACTION PROVIDING FOR OR REQUIRING A CERTIFICATE OF NEED WHICH IS NOT PROVIDED FOR IN AN ANNUAL CAPITAL OR OPERATIONAL BUDGET APPROVED BY EEH; -ORGANIZE OR ACQUIRE, OR AUTHORIZE OR PERMIT THE ORGANIZATION OR ACQUISITION OF, ANY AFFILIATE OR SUBSIDIARY OF LOH; -APPROVE, OR PERMIT THE APPROVAL OF, ANY LONG-TERM BORROWING OF MONEY FOR CAPITAL NEEDS BY LOH; AND -APPROVE, OR PERMIT THE APPROVAL OF, ANY CONTRIBUTIONS, GRANTS OR LOANS BY LOH TO ENTITIES OTHER THAN EEH OR EDWARD HEALTH VENTURES, AN ILLINOIS NOT FOR PROFIT CORPORATION, WHICH OWNS A 99% EQUITY INTEREST IN THE LOH PARTNERSHIP.”

“A draft of the full form 990 was provided to the Edward-Elmhurst Healthcare audit committee, and was reviewed with the assistance of Crowe LLP. Following review by the audit committee, and prior to filing, a final copy of the form 990 was then provided to the full board of trustees, and key components of the form 990 were also reviewed.”

“EDWARD-ELMHURST HEALTHCARE, ON BEHALF OF ITSELF AND ALL AFFILIATES, MONITORS AND ENFORCES COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY THROUGH ANNUAL REPORTING, AND ONGOING EDUCATION. Each year, Edward-Elmhurst Healthcare conducts an annual conflict of interest review. This process involves requiring all trustees, officers, key employees, employed physicians, certain other physicians, and management level employees to complete an electronic conflict of interest questionnaire. The System Director of Internal Audit and Corporate Compliance facilitates the completion of a questionnaire by all required individuals, and if no questionnaire is completed, the matter is reported to the individual's supervisor up to and including the Board of Trustees. Disclosures made on the questionnaire are evaluated by a conflict of interest workgroup comprised of the System Director of Internal Audit and Corporate Compliance, the System Executive Vice President and Chief Financial Officer, the General Counsel, and the Deputy General Counsel. Disclosures made by trustees, officers and key employees are evaluated by the trustees, officers and key employees are evaluated by the Executive Committee of the Board of Trustees or its designee. The evaluations may result in actions being taken up to and including the development of a management plan accepted by the individual making the disclosure or termination of the disclosed relationship or conflict. In cases where an actual or potential conflict of interest is identified, the conflicted individual is educated about how they should raise this issue if they are ever in a position where their conflict may be implicated. Conflicted individuals must recuse themselves from voting, but, at the discretion of the Board, may be permitted to participate in discussion about matters in which they have an actual or apparent conflict. In addition to this annual reporting, all individuals noted above are advised that, pursuant to the conflicts policy, they are required to report to the system director of internal audit and corporate compliance any actual or potential conflicts of interest as they may arise throughout the course of the year.”

“Executive compensation, including the President and all officers of Edward-Elmhurst Healthcare ("Senior Management") is managed by the Edward-Elmhurst Healthcare ("EEH") Board of Trustees ("Board"), on behalf of EEH and all of its affiliates. On an annual basis, the Board reviews compensation arrangements, including the compensation award for the Linden Oaks Hospital President for the coming year. The Board conducts the review in a manner that will qualify for the rebuttable presumption of reasonableness under the Intermediate Sanction Rules of Section 4958 of the Internal Revenue Code. To that end: - The CEO and all other members of Senior Management may participate in this review process and be present at meetings of the Board only if and to the extent necessary to answer questions and provide other information the Board needs for its analysis, assessment and deliberations, and they must otherwise recuse themselves from Board meetings during Board debate and voting on compensation arrangements. - Any Board member identified as having a conflict shall participate in the process only to the same extent as members of Senior Management. - The Board conducts the review with the assistance of an experienced and independent compensation firm, which summarizes its analysis and findings in writing to the Board. - The Board obtains and relies on current comparable market compensation data from appropriate peer organizations for each compensation component prior to making its determination. Relevant information will include compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions; the availability of similar services in the geographic area served by EEH; current compensation survey compiled by an independent firm; and, where applicable, actual written offers from similar organizations competing for the services for the members of Senior Management. - The Board also adequately and promptly documents its decision. The documentation states its intention to quality for the rebuttable presumption of reasonableness; the specific terms of the compensation arrangement that were approved; the approval date; the names of the individuals present and those who voted; the specific comparability data obtained and relied upon; and an explanation as to why the approved amounts are considered reasonable if the terms of the compensation arrangement differ from the comparability data. In addition, the Board periodically reviews the Executive Compensation Plan, including the philosophy, for (a) compliance with applicable laws and regulations, and (b) alignment with EEH's mission, charitable purposes, goals and strategies. Based on the review, the Board approves any changes in one or more components of the plan or the plan philosophy that the Board considers necessary and appropriate relative to one or both of these criteria. Other individuals who are officers or key employees of Linden Oaks Hospital, but are not a part of EEH Senior Management are compensated with a competitive base salary, along with an incentive plan, which is reflective of EEH's market as determined by a review of independently gathered market compensation survey data. At the time of hire, the salary determination is made by giving consideration to the experience pertinent to the role for which the individual is to be hired, also considered are niche skills or experience the individual brings to the organization. Supply and demand will also play a role in determining the hiring rate of pay. Based on these factors, the EEH Human Resources department, which supports EEH and all of its affiliates, will assign the key employee to an appropriate pay grade, and a rate of pay will be offered within that pay grade. On a periodic basis, the EEH Human Resources Department works with an independent third party compensation consultant to conduct a thorough market review of all positions which are not considered Senior Manageme”

“Annually, the Board contracts with an external firm to conduct a compensation market review, analysis, comparison including the positions of senior management. The external data is presented to the Board of Trustees who review the data. The Board provides the approved salary changes to HR Compensation to implement. Please see the narrative to Form 990, Part VI, Line 15a.”

“Currently, the organization's governing documents and conflict of interest policy are available upon request. If a request is received for this information, it is forwarded on to either the legal department or the finance department, and the materials would then be provided to the requestor. Audited financial statements are available on the emma (electronic municipal market access) website at www.emma.msrb.org.”

“NWC MGMT FEES - Total Revenue: 746182, Related or Exempt Function Revenue: 746182, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; SEMINARS - Total Revenue: 24620, Related or Exempt Function Revenue: 24620, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; MHFA - Total Revenue: 21316, Related or Exempt Function Revenue: 21316, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; FOOD SERVICE - Total Revenue: 78684, Related or Exempt Function Revenue: 78684, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; BCM CALL CENTER - Total Revenue: 48996, Related or Exempt Function Revenue: 48996, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; OTHER - Total Revenue: 55770, Related or Exempt Function Revenue: 55770, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“The organization's governing body delegates broad authority to act on its behalf to the Executive Committee of Edward Elmhurst Healthcare. The Executive Committee shall have and exercise the authority of the Board of Trustees in the management of the Corporation and have those duties, responsibilities and authority as may be prescribed by the Board of Trustees from time to time. The Executive Committee shall review and/or develop the strategic plan(s) for the Corporation and its Affiliated Entities, taking into account the mission of the Corporation, and recommend same for approval, or approval with modifications, to the Board of Trustees. The role of the Executive Committee shall include, but not be limited to, the following: (i) the identification of individuals who may be nominated and elected to serve as new Trustees or as Chairperson, Vice Chairperson or President; (ii) the education of new Trustees; (iii) the review and evaluation of the President; (iv) the review and approval of any and all executive compensation plans for the Corporation and the Affiliate Entities; and (v) the review and approval of any transactions involving the acquisition of physician practices/groups and/or joint ventures or transactions with physicians or physician practices/ groups. The Executive Committee consists of 6 voting members-the Edward Elmhurst Healthcare System CEO and 5 other independent members of the community. All 6 of these individuals are voting members of the Edward Elmhurst Healthcare Board of Trustees.”

“Our volunteers work in a large majority of areas throughout the edward-elmhurst healthcare system. The responsibilities of the volunteers vary, dependent on the area they are volunteering in and the projects to be completed. Volunteers have assisted with clerical work, data entry, meeting and greeting, friendly visits, escorting and providing general information to patients and visitors. We track our volunteer hours monthly. All of the volunteers sign in and out each shift and we collect the sign in sheets at the end of the month. Throughout the system, for the fiscal year ended june 30, 2019 our volunteers gave 133,000 hours of service.”

“Investments are held in a pooled account by edward hospital. All investment income (loss) is retained by edward hospital with the exception of a portion allocated to edward foundation.”

“Linden oaks hospital is a 108-bed, full-service behavioral health facility with more than 30 psychiatrists, 25 advanced practice clinicians on its medical staff, and over 700 employees. Linden oaks serves residents of the west and southwest suburbs of chicago. Linden oaks is accredited by the joint commission and has earned a reputation as a leader in behavioral health services and innovative programming. In addition, linden oaks has earned disease specific accreditation by the joint commission for dementia, eating disorders, chemical dependency, self-injury, bipolar, depression and anxiety, and has the most certifications for a behavioral health facility in the united states. Linden oaks uses a combination of inpatient, partial hospitalization, intensive outpatient and traditional outpatient programs to treat adolescents, adults and older adults. Linden oaks has programs for anxiety disorders, chemical dependency, depression, eating disorders, geriatric conditions and self injury. The assessment and referral center (arc) provides individuals needing mental health services a free assessment by a licensed assessment specialists, available 24 hours a day, seven days a week. In fiscal year 2019, over 15,000 assessments were provided with over 73,000 calls to the help line. Inpatient adult mental health for ages 18 and older offers programming for those struggling with behavioral health disorders or emotional problems. Linden oaks strives to teach new skills to cope with life's problems, reduce conflict, have fulfilling relationships, and live a normal daily life. This program used dialectial behavior therapy (dbt) and safety plannning as part of its daily services; special intensity unit is a safe, structured environment designed to help reduce external stimulation for those experiencing acute and severe psychiatric symptoms; inpatient adolescent mental health for ages 11 through 17 offers treatment for anxiety, bipolar disorder, chemical dependency, depression, eating disorders and self-injury. As part of our treatment model, adolescents are provided with tutoring services in order to stay in touch with their school activities; outpatient programs offer a high level of supportive, focused and structured care. A variety of program times are available for full day, half day, and after work or school. Partial programs are designed as an alternative to or a follow-up after inpatient treatment. This level of care provides a higher level of structured care than the traditional outpatient setting. Outpatient programs are offered at several locations including, naperville, plainfield, st. Charles and hinsdale and mokena; eating disorders programs offer both inpatient and outpatient services to care for adults and adolescents ages 12 and over utilizing, expressive therapy, yoga and therapeutic exercise. The eating disorder program incorporates a patient-centered model based on self-regulation theory and is designed to organize the treatment and to empower the patient in their recovery. This program also added a binge-eating in fy18 to its comprehensive service offerings. Chemical dependency provides cognitive behavioral therapy, motivational interviewing, 12 step recovery groups and evidenced based treatment priniciples as treatment modalities. The detoxification unit offers medical stabilization for addictions. Adult outpatient chemical dependency services are provided approximately three miles away from the main campus; generations program provides men and women ages 55 and older with inpatient treatment. Opportunities to address mental health problems occur in small and intimate group settings; geriatric program for adults 60 and older experiencing a range of mental health issues uses medication stabilization and therapeutic thematic arts programming model (ttap) as treatment modalities; adolescent discoveries program for self-injury treatment is based on dialectical behavioral and cognitive behavioral models of therapy; anxiety progr”

“Net asset transfer related orgs - capital purchases - -20000; change in interest in ef temporarily restricted assets - 43272; transfers to affiliates - -3006873;”