The Carle Foundation

“- aja lystila, md (trustee), jon stewart (trustee), karl appelquist (immediate past chair), mark czys (vice chair of board), paul tucker, phd (chair of board), uretz oliphant, md (secretary/treasurer), and michael devocelle (trustee) had business relationships. - jon stewart (trustee) and maryjane wurth (trustee) had a business relationship. - aja lystila, md (trustee), james c. Leonard, md (officer), lauren schmid (key employee), and dennis hesch (officer) had business relationships. - james c. Leonard, md (officer), matthew kolb (officer), and charles dennis, md (officer) had business relationships. - maryjane wurth (trustee), jon stewart (trustee), and dennis hesch (officer) had business relationships. - karl appelquist (immediate past chair), lauren schmid (key employee), and dennis hesch (officer) had business relationships. - mark czys (vice chair of board), ryan porter, md (trustee), john stewart, phd (trustee), paul tucker, phd (chair of board), and michael devocelle (trustee) had business relationships.”

“The carle foundation has one (1) class of members. The number of members shall be as determined from time to time by the board of trustees. Each member shall be elected by the board of trustees for a term of three (3) years and shall hold office until his or her successor is duly elected and qualified or until his or her death, resignation or removal, whichever comes first. No licensed physician, licensed dentist or other licensed health care professional shall be elected as a member if such election would result in members who are licensed physicians, licensed dentists, or other licensed health care professionals comprising a majority of the members of the corporation. The annual meeting of the members is held for the purpose of electing trustees. The members shall elect the trustees of the corporation by voting upon the slate of nominees presented to them at the annual meeting (or any adjournment thereof) by a representative of either the nominating committee of the board of trustees or the board of trustees. The nominating committee shall have the sole and exclusive power to nominate individuals to serve as trustees, except as provided in article v, section 4 of the organization's bylaws. Each member shall have one vote with respect to the slate of nominees presented for election as trustees. If the election of trustees shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of trustees shall cause the election to be held at a special meeting of the members as soon thereafter as such meeting may conveniently be held. The board of trustees shall recommend revisions to these bylaws to the members of the corporation for approval. These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the members of the corporation, provided that at least twenty (20) days' written notice is given of intention to alter, amend or repeal these bylaws or to adopt new bylaws at any regular or special meeting of the members at which such action is to occur.”

“The form 990 was prepared by staff and an external tax advisor and reviewed by management. Prior to filing this form 990, a full and complete copy was provided to the governing body by posting to the organization's director communication portal. Also before filing, each trustee received notification that the form 990 was posted and available for review at his/her discretion, each trustee has the opportunity to contact management or discuss and address concerns at subsequent board meetings.”

“The organization's established conflict of interest policies require annual disclosure of actual and potential conflicts of interest for officers, directors, trustees, members of board committees, administrative and managerial employees as well as all employees of the purchasing department. If circumstances change during the course of a year, interim disclosure is also required of the same individuals. The disclosures of employees are reviewed initially by the compliance department and any identified conflicts are referred to, and addressed by, the organization's internal legal counsel and/or corporate integrity officer. The disclosures of trustees and members of board committees are reviewed by the chair of the board. The entire board, absent the subject trustee or committee member determines whether a conflict exists. Trustees and/or board committee members with identified conflicts are required to recuse themselves from deliberating and voting on matters that may present a conflict. The organization also maintains purchasing policies requiring counter signatures to further minimize the risk associated with actual and/or potential conflicts of interest.”

“The board of trustees of the carle foundation, through its compensation committee comprised of independent members free of conflict, annually reviews executive compensation levels and establishes appropriate salary ranges and other features of the compensation plan in accordance with the organization's approved compensation philosophy and strategy: -the committee is comprised of members of the board of trustees; who are independent of the carle foundation management; have no personal interest in the compensation arrangements; are not related to, or under the control of any individual whose compensation arrangement is being reviewed; and have no material business relationship with the carle foundation. -the chief executive officer's compensation is determined by the compensation committee in relation to appropriate comparability data. Compensation for other members of the executive staff is developed by the ceo, evaluated against market data, and reviewed and approved by the committee. -the committee approves all annual compensation decisions in advance of their implementation and documents its determinations and discussions. -the compensation committee relies upon a number of external resources and comparisons, and its analysis includes total compensation (cash compensation plus benefits provided by the carle foundation) in relation to organizational performance and prevailing industry practices for like responsibilities at comparably-sized organizations. The committee has engaged the services of a compensation consulting firm specializing in the not-for-profit sector which has worked with the carle foundation and makes its reports directly available to the compensation committee.”

“The carle foundation publishes through www.dacbond.com and https://emma.msrb.org/ its quarterly unaudited financial statements, annual audited financial statements, a management's discussion & analysis to accompany the financial statements, and an annual report of certain operating and financial information. Additionally, official statements for outstanding municipal bond issues for which the carle foundation is obligated are available at these websites. These documents include extensive information about the organization's health care delivery system model, recent highlights/accomplishments, governance and administration, strategic plan, facilities, clinical programs, medical staff, service area, competitive environment, demographic data, utilization statistics, summary financial information, academic affiliations and educational programs, medical research, accreditations, and its employees. This information is available at no charge to those who register at the www.dacbond.com website or by searching at https://emma.msrb.org/. In addition, the form 990s of the organization's filing entities are available through dacbond. Quarterly financial statements are also available upon request delivered to the organization's administrative offices. The organization's governing documents and conflict of interest policies are also available upon request to the organization's administrative offices.”

“The average estimated hours per week listed for the reporting organization and related organizations are based on a standard 40 hour week. Members may frequently devote more than 40 hours of service to the entire organization during an average week.”

“The carle foundation is organized and at all times operates exclusively for the benefit of, to perform the functions of, and to carry out the purposes of the following healthcare organizations which are affiliated with the corporation through the provision of financial and management assistance: the carle foundation hospital, carle health care incorporated, the carle development foundation, or any other not-for-profit corporation that is or becomes affiliated with the corporation, or any of the health care organizations described in this section, which qualifies for exemption from federal income tax under section 501(c)(3) and as a public charity under sections 509(a)(1) or (2) of the code. The carle foundation: (a) serves as the parent corporation for an integrated health care delivery network (b) provides financing and management assistance to the organizations described above (c) acquires, owns, uses, leases as lessor or lessee, conveys and otherwise deals in and with real property and any interest therein, all in support of or in furtherance of the charitable purposes of the organizations described above (d) contracts with other organizations (for profit and not-for-profit), with individuals, and with governmental agencies in support of, or in furtherance of, the charitable purposes of the organizations described above and (e) owns or operates facilities or owns other assets for public use and welfare in furtherance of the charitable purposes of the organizations described above.”

“The credit on line 24e is primarily due to an accrual adjustment in the system-wide employee health insurance expense.”

“Other changes in net assets include: $57,566,661 the carle foundation settled various intercompany receivable/payable balances through equal offsetting equity transfers. The intercompany receivable/payable balance resulted from the normal course of operations and were primarily attributable to centralized cash management and disbursement activities. These intercompany receivable/payable settlements helped provide supplemental funding for certain related organizations to further their exempt purposes.”

“The financial statements for the carle foundation were audited on a consolidated basis. The carle foundation has an audit committee consisting of members of the governing board and the chief financial officer who together assume responsibility for oversight of the review and audit of its financial statements and selection of an independent accountant or auditor.”