Mental Health Centers

“The membership of the corporation consists of one corporate member, memorial health system d/b/a memorial health.”

“The corporate member of the corporation elects the board of directors.”

“The bylaws of the corporation require the advance approval of the corporate member for corporate, administrative and operational actions which include, but are not limited to, the approval of any annual or long-term capital or operating budget, amendment, alteration or repeal of the articles of incorporation or bylaws, creation or elimination of a program or service, approval of borrowing which exceeds $250,000, approval of any quantity of debt which exceeds $250,000, approval of any dissolution, merger or consolidation or sale of the assets of the corporation which exceed $250,000, approval of the organization of an affiliate/subsidiary, approval for application of certificate of need, approval to adopt any long-term or master institutional plan, approval to sell or purchase real property which exceeds $250,000, approval to change insurance specifications or limits, approval to select or change independent auditors and legal counsel, approval to enter into, renew or modify contracts to provide covered mental health care services to beneficiaries of health maintenance organizations, health care service plans, independent practice associations, preferred provider organizations, insurance companies and other purchasers of health services, approval to enter into any contract or agreement which i) provides for the payment or performance by either party exceeding an aggregate value of $250,000, ii) is not terminable without payment or penalty of 60 days or less notice iii)is between the corporation or an affiliate and an officer, director or key employee thereof.”

“Management prepares and reviews the return. An outside tax advisor then reviews the return, providing comments and guidance as needed. Mbh board members are then provided with an electronic copy of the final form 990 and its supporting schedules for review. A high level discussion of the return takes place at the mbh board meeting, with a more formal presentation taking place at the finance committee meeting.”

“Mbh board members receive a copy of the conflict of interest policy annually. Board members complete conflict of interest statements on an annual basis; board members are reminded to update their statements if circumstances change. Board members are reminded of the need to abstain from voting when board resolutions require such action. Board members are appraised by management of potential conflicts with meeting agenda items.”

“Compensation determinations of mbh's president and other officers were conducted by memorial health system's management, a related organization of the filing organization. Mbh's president is an employee of memorial health system d/b/a memorial health (mh). Mh annually engages a consulting firm to conduct a compensation review, which includes a comparability study for all executives. Mh's leadership compensation committee, a part of its board of directors, reviews the consultant report. Compensation committee decisions and reports are contemporaneously documented in the board of director and compensation committee minutes as appropriate. Two officers are employees of an affiliated organization, memorial physicians services d/b/a memorial medical group (mmg). Their compensation is reviewed by the same outside consulting firm that reviews the compensation of mbh's president.”

“The governing documents of mbh, such as articles of incorporation and any amendments thereto, are available to the general public through the illinois secretary of state's office. These governing documents, as well as the bylaws, conflict of interest policy and financial statements, are available upon request from the corporation. These documents are available for the same period of time as set forth in irc section 6104(d).”

“Diana knaebe, and jameson roszhart were employed by a related organization, memorial health system (mbh's corporate parent organization), and therefore are reported as a memorial health system employee for tax reporting purposes (w-2). However, these two officer's compensation expense is allocated to mbh according to the time spent in leadership to mbh and therefore included on part ix, line 5.”

“Mbh's corporate parent (a related organization of mbh) (memorial health system 37-1110690) issues all vendor payments for mbh and includes mbh amounts in its form 1096 reporting under its ein.”

“Memorial health system is a common pay agent for all the affiliates and reports all employes under its ein.”

“Transfer from affiliates 150,680. Contribution income 54,234.”