Chc Community Care LLC

“FORM 990, PART VI, QUESTION 6 THE COMPANY SHALL HAVE THIRTEEN CLASSES OF MEMBERS, DESIGNATED AS CLASS A, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS L and Class P AS SET FORTH IN THE CERTIFICATE OF FORMATION AND COMPANY AGREEMENT AS FOLLOWS: (A) THE SOLE CLASS A MEMBER OF THE COMPANY IS COMMUNITY LTACH, LLC. EXCEPT AS OTHERWISE PROVIDED IN THE CERTIFICATE OR THIS AGREEMENT, THE CLASS A MEMBER SHALL BE THE SOLE VOTING MEMBER OF THE COMPANY. (B) THE SOLE CLASS B MEMBER OF THE COMPANY IS TRINITY MOTHER FRANCES HEALTH SYSTEM, A TEXAS NOT-FOR-PROFIT CORPORATION. IN THE EVENT THAT TRINITY MOTHER FRANCES HEALTH SYSTEM CEASES TO BE A CLASS B MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS B MEMBER OF THE COMPANY. (C) THERE SHALL BE NO MORE THAN ONE CLASS C MEMBER. IT SHALL BE AN ORGANIZATION THAT SATISFIES THE REQUIREMENTS FOR MEMBERSHIP SET FORTH IN THE CERTIFICATE AND THIS AGREEMENT. FROM THE DATE THAT THE FIRST CLASS C MEMBER (WHENEVER DESIGNATED BY THE MANAGERS) CEASES TO BE A CLASS C MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS C MEMBER OF THE COMPANY. (D) THERE SHALL BE NO MORE THAN ONE CLASS D MEMBER. IT SHALL BE AN ORGANIZATION THAT SATISFIES THE REQUIREMENTS FOR MEMBERSHIP SET FORTH IN THE CERTIFICATE AND THIS AGREEMENT. FROM THE DATE THAT THE FIRST CLASS D MEMBER (WHENEVER DESIGNATED BY THE MANAGERS) CEASES TO BE A CLASS D MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS D MEMBER OF THE COMPANY. (E) EACH AND EVERY CLASS E MEMBER (WHENEVER DESIGNATED BY THE MANAGERS) SHALL BE AN ORGANIZATION THAT SATISFIES THE REQUIREMENTS FOR MEMBERSHIP SET FORTH IN THE CERTIFICATE AND THIS AGREEMENT. (F) THE SOLE CLASS F MEMBER OF THE COMPANY IS MIDLAND MEMORIAL COMMUNITY CARE, A TEXAS NOT-FOR-PROFIT CORPORATION. IN THE EVENT THAT MIDLAND MEMORIAL COMMUNITY CARE CEASES TO BE A CLASS F MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS F MEMBER OF THE COMPANY. (G) THE SOLE CLASS G MEMBER OF THE COMPANY IS BAPTIST COMMUNITY HEALTH SERVICES, A KENTUCKY NOT-FOR-PROFIT CORPORATION. IN THE EVENT THAT BAPTIST COMMUNITY HEALTH SERVICES CEASES TO BE A CLASS G MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS G MEMBER OF THE COMPANY. (H) THE SOLE CLASS H MEMBER OF THE COMPANY IS HENDRICK MEDICAL CENTER, A TEXAS NOT-FOR-PROFIT CORPORATION. IN THE EVENT THAT HENDRICK MEDICAL CENTER CEASES TO BE A CLASS H MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS H MEMBER OF THE COMPANY. (I) THERE SHALL BE NO MORE THAN ONE CLASS I MEMBER. IT SHALL BE AN ORGANIZATION THAT SATISFIES THE REQUIREMENTS FOR MEMBERSHIP SET FORTH IN THE CERTIFICATE AND THIS AGREEMENT. FROM THE DATE THAT THE FIRST CLASS I MEMBER (WHENEVER DESIGNATED BY THE MANAGERS) CEASES TO BE A CLASS I MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS I MEMBER OF THE COMPANY. (J) THE SOLE CLASS J MEMBER OF THE COMPANY IS BAPTIST COMMUNITY HEALTH SERVICES, A KENTUCKY NOT-FOR-PROFIT CORPORATION. IN THE EVENT THAT BAPTIST COMMUNITY HEALTH SERVICES CEASES TO BE A CLASS J MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS J MEMBER OF THE COMPANY. (K) THE SOLE CLASS K MEMBER OF THE COMPANY IS BAPTIST COMMUNITY HEALTH SERVICES, A KENTUCKY NOT-FOR-PROFIT CORPORATION. IN THE EVENT THAT BAPTIST COMMUNITY HEALTH SERVICES CEASES TO BE A CLASS K MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS K MEMBER OF THE COMPANY. (L) THE SOLE CLASS L MEMBER OF THE COMPANY IS MEDICAL CENTER HEALTH SYSTEM FOUNDATION, A TEXAS NOT-FOR-PROFIT CORPORATION. IN THE EVENT THAT MEDICAL CENTER HEALTH SYSTEM FOUNDATION CEASES TO BE A CLASS L MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS L MEMBER OF THE COMPANY. (M) THE SOLE CLASS P MEMBER OF THE COMPANY IS Palmetto Health Baptist, a South Carolina not-for-profit corporation. IN THE EVENT THAT Palmetto Health Baptist CEASES TO BE A CLASS P MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS P MEMBER OF THE COMPANY.”

“Form 990, part vi, question 7a no member, other than class a member, shall have any voting, veto, approval or consent rights.”

“Rights form 990, part vi, question 7b the following actions by the organization will require the prior written consent of all of the members: (a) merger or consolidation of the organization with any entity (b) voluntary petition in bankruptcy, dissolution or liquidation of the organization (c) any intentional change in the tax exemption status of the organization (d) any change in the membership of the organization, except as otherwise permitted by the limited liability agreement.”

“Form 990, part vi, question 8b there were no committees of the governing body.”

“Review 990 form 990, part vi, question 11b the detailed review of the form 990 is conducted by management following the preparation and review of the return by the organization's paid preparer. An electronic copy of the final form 990 is emailed to each board member prior to filing with the irs.”

“Interest form 990, part vi, question 12c procedures: 1. Actual or potential conflicts of interest must be disclosed by the interested party to the appropriate governing body or a committee of the said organization being considered by the governing body or committee or if an interested person becomes aware of a potential conflict before the matter is under consideration by the governing body or the committee, then the interested person may disclose the potential conflict of interest to the organization's appropriate management personnel, chief compliance officer, general counsel or the audit and compliance committee of the governing body (or if none, the chairman of the board) 2. An interested person may make a presentation and answer questions posed at the governing body or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the potential conflict of interest. 3. The chairperson of the organization's governing body or committee shall, if he/she deems appropriate, appoint a disinterested person or committee to investigate the potential conflict of interest and alternatives to the applicable transaction or arrangement or other resolution of a potential conflict of interest. 4. After exercising due diligence, the governing body or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 5. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the chc community care organization's best interest, for its own benefit, and whether it is reasonable. The governing board or committee shall make its decision as to whether to enter into or continue the transaction or arrangement. 6. Employees and others engaged by the organization must seek guidance and approval from appropriate management personnel prior to pursuing any business or personal activity that might constitute a conflict of interest. 7. The organization's chief compliance officer working with the chief financial officer will be responsible to ensure those conducting auditing and monitoring reviews of internal controls are free from any conflicts of interest or other influences that would impair their ability to objectively carry out their work without bias. 8. If the governing board or committee of the organization has reasonable cause to believe a board/committee member or employee has failed to disclose actual or possible conflicts of interest, the member or employee will be informed of the basis for such belief and afforded an opportunity to explain the alleged failure to disclose. 9. If after hearing a member's or employee's response and after making further investigation as warranted by the circumstances, it is determined that there was a failure to disclose, there will be appropriate disciplinary and corrective action, which could include, without limitation, termination of the person's membership, employment or contract. Records: minutes of the governing board and all committees of the organizations with board delegated powers shall contain: a. The names of the persons who disclosed or otherwise were found to have an actual or possible conflict of interest, the nature of the interest, any action taken to determine whether a conflict of interest was or is present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed or exists. B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and”

“Was begun form 990, part vi, questions 15a & 15b the organization follows the compensation policy of its sole member, community ltach llc which follows the policy of community hospital corporation (chc). Chc engaged sullivan cotter to conduct competitive market analysis of the compensation of chc's top management officials, officers, directors and key employees. Sullivan cotter gathered data related to job descriptions, scope of responsibilities and current incumbents' compensation. Sullivan cotter recommended appropriate comparison data and utilized survey data from four major executive compensation survey providers to provide market data and executive compensation recommendations that meet chc's compensation philosophy. Sullivan cotter's recommendations were presented to the chc compensation committee of the board for review and approval. Chc also conducts periodic reviews of compensation to determine whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. The organization followed the process for the year ended 6/30/17 for its officers, directors, trustees and key employees and other management officials. This process is performed each year prior to the annual employee evaluation process, which ends on july 1st of each year. Avail of gov docs, conflict of interest policy & fin stmts to gen public form 990, part vi, question 19 the organization makes its governing documents, financial statements, and conflict of interest policy available at its business office upon request.”

“Form 990, part xii, question 2c the audit committee of community hospital corporation, which is the parent organization, is responsible for overseeing the external audit of the consolidated financials.”