Rml Health Providers Limited Partnership

“The Board of Directors, by resolution adopted by a unanimous number of the directors entitled to vote, designated and elected the members of one or more committees, each of which consisted of at least one director elected by each member of the Corporation, to the extent not restricted by law, shall have and exercise the authority and act on behalf of the Board of Directors in the management of the Corporation; provided, however, that such Committee shall not have the authority to take any action set forth in Section 3.9 of the bylaws which require unanimous vote of all the directors entitled to vote; and provided, further, that the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him by law.”

“RML Health Providers, LP ("RML"), an IRC 501(c)(3) organization, is organized as a partnership under Illinois state law. RML has two equal limited partners, Advocate Health and Hospitals Corporation and Loyola University Medical Center; each limited partner is also an IRC 501(C)(3) organization and has a 49.5% interest in RML. RML's general partner is RMLHP Corporation; the general partner is also an IRC 501(C)(3) organization and has a 1% interest in RML.”

“Each of RML's limited partners (Advocate Health and Hospitals Corporation and Loyola University Medical Center) elects and designates two of the four members of the governing body.”

“Rml health providers, lp ("rml"), an irc 501(c)(3) organization, is organized as a partnership under illinois state law. Rml's general partner, rmlhp corporation ("rmlhp"), has the full, exclusive, and complete discretion in the management and control of the business affairs of rml and makes all decisions affecting rml's business and affairs. Except as otherwise set forth in the partnership agreement, subject to and consistent with the charitable purposes of rml as provided in the partnership agreement, rmlhp as the general partner has the right, power, and authority to do on behalf of rml all things which in its judgment are necessary, proper, or desirable to carry out its duties and responsibilities, including but not limited to the right, power, and authority to: (a) incur all reasonable expenditures and pay all obligations of the partnership; (b) execute any and all documents or instruments of any kind which the general partner may deem necessary or appropriate for carrying out the purposes of the partnership; (c) purchase or lease equipment for partnership purposes; (d) lease all or any portion of rml's property for any purpose and without limit as to the term thereof, whether or not such term (or any renewals thereof) may extend beyond the date of termination of the partnership and whether or not the portion so leased is to be occupied by the lessee or, in turn subleased in whole or in part to others; (e) borrow money from individuals, bank and other lending institutions for any partnership purpose; (f) procure and maintain at the expense of the partnership with responsible companies such insurance as may be available in such amounts and covering such risks as are appropriate in the judgment of the general partner; (g) hold title to partnership property in the name of a trustee of nominee chosen by the general partner if it shall seem such appropriate; (h) receive and disburse proceeds from the sale of partnership properties; sell the partnership properties for and on behalf of the partnership on such terms and conditions deemed satisfactory to the general partner; and pay all obligations of the partnership; (i) employ and dismiss from employment any and all partnership employees, agents, independent contractors, attorneys and accountants; (j) supervise the preparation and filing of all partnership tax returns and make on behalf of the partnership such tax elections and determinations as appear to them appropriate; (k) provide oversight of the operations of and services provided at the hospital; (l) review all matters relative to the general care of patients in the hospital; (m) review recommendations from the hospital's medical executive committee on clinical privileges; approve appointments and reappointments to the medical staff; and review medical care rendered to hospital patients; (n) make recommendations for improvement of patient care in the hospital; (o) form and provide oversight to hospital committees; (p) provide for the effective functioning of the hospital activities related to performance improvement, risk management, financial management, and professional graduate education when provided; (q) perform any and all other acts or activities customary or incident to the operation of the hospital; (r) facilitate the lease, sale or other disposition of the hospital. In addition, rmlhp as the general partner may designate one or more of its affiliates to carry out its duties and responsibilities to the partnership or to render the partnership such services as the general partner deems necessary to carry out the purposes of the partnership.”

“Upon completion of RML Health Provider, LP's Form 990, it is reviewed by management responsible for filing the return, a group including but not limited to the RML's President/CEO and the VP Finance/CFO. It is then presented by the organization's management to RML's Board of Directors for their review at a regularly scheduled board meeting. After the board review, the return is then filed with the IRS.”

“RML Health Providers, LP, requires all board members and persons of leadership to annually sign a statement identifying any potential conflicts of interest. This statement affirms that such a person has received a copy of the conflict of interest policy, has read and understands the policy, and has agreed to comply with the policy. This policy applies to all board members and senior management. The annual statements are reviewed by the Director of Risk Management, who is also the compliance officer. Potential conflicts of interest are presented by the compliance officer to the board of directors. After presentation of potential conflicts, the interested person shall leave the board or committee meeting while the transaction is discussed and voted upon; the remaining board members make the determination as to whether an actual conflict of interest exists. Corrective or disciplinary actions for non-compliance with the conflict of interest policy are at the discretion of the Board of Directors.”

“RML follows the requirements set forth in the IRS rebuttable presumption of reasonableness in determining compensation for the CEO. This function is performed by the governing board. CEO compensation is reviewed annually, with an external compensation consultant engaged to perform a detailed compensation study every other year. In the years during which the external compensation consultant is not engaged to perform a detailed compensation study, RML performs an analysis of CEO compensation internally. In addition to utilizing the most recent study performed by the external compensation consultant, this internal CEO compensation evaluation includes a review of comparability data, during which market data and compensation data of healthcare executives at similar organizations is reviewed and utilized in determining CEO compensation. The deliberation and decision of CEO compensation is contemporaneously documented through detailed minutes of the compensation committee and full board meetings where executive compensation is considered. The most recent total compensation bi-annual study performed by the external compensation consultant occurred in November 2022, and the most recent internal base compensation review was performed in June 2024. We are currently working on an updated total compensation study with Willis Towers Watson.”

“RML follows the requirements set forth in the IRS rebuttable presumption of reasonableness in determining compensation for its other officers and key employees. This function is performed by the governing board. Other officer and key employee compensation is reviewed annually, with an external compensation consultant engaged to perform a detailed compensation study every other year. In the years during which the external compensation consultant is not engaged to perform a detailed compensation study, RML performs an analysis of other officer and key employee compensation internally. In addition to utilizing the most recent study performed by the external compensation consultant, this internal other officer and key employee compensation evaluation includes a review of comparability data, during which market data and compensation data of healthcare executives at similar organizations is reviewed and utilized in determining other officer and key employee compensation. The deliberation and decision of other officer and key employee compensation is contemporaneously documented through detailed minutes of the compensation committee and full board meetings where executive compensation is considered. The most recent total compensation bi-annual study performed by the external compensation consultant occurred in November 2022, and the most recent internal base compensation review was performed in June 2024. We are currently working on an updated total compensation study with Willis Towers Watson.”

“An organization's governing documents and conflict of interest policy are not required disclosures pursuant to internal revenue code (irc) section 6104. These documents are not available to the public at this time. The organization's audited financial statements are available on the illinois attorney general's website. As a hospital, the organization's audited financial statements are also made available to the public as an attachment to its form 990, which is a required disclosure pursuant to internal revenue code (irc) section 6104.”

“All other revenue - Total Revenue: 4279, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 4279;”

“Miscellaneous - 2; Total - 2;”