Sparrow Carson Hospital

“The executive committee of the board shall consist of the chairperson of the board, the president, the vice-chairperson, the secretary/treasurer and the medical director. A sixth member shall be appointed by the chairperson and chosen from one of the class b members of the board. The chairperson shall appoint replacements when necessary. A majority of the executive committee shall constitute a quorum. It shall have the authority to transact all regular business of the hospital during the interval between meetings of the board of directors. The committee shall make a full report of its actions, if any, at the next regular meeting of the board. Meetings of the committee may be held at any time on call by the chairperson of the board.”

“Carson city hospital (cch) is organized on a membership basis. There are two classes of members: class a membership consists of the original directors of cch, excluding those directors who are elected or appointed by the class b member; the class b member is sparrow health system (sparrow), an unrelated michigan nonprofit corporation. Other than sparrow, there shall be no additional class b membership interests without the consent of sparrow.”

“Class a members each have one vote for purposes of voting by members. The number of votes held by the class b member (sparrow) is proportionate to the sparrow percentage interest multiplied by the votes held in the aggregate by both class a and class b members. At the annual meeting of the members, the class a members elect 9 directors of the board by majority vote of the class a members, and the class b member (sparrow) elects a number of directors of the board that is consistent with the current sparrow percentage interest.”

“The following activities require the affirmative vote of the class b member (sparrow): 1) amendments to the articles of incorporation and the bylaws 2) the dissolution, sale, merger, sale of substantially all of the assets, lease, or transfer of control 3) the sale of a majority ownership interest in cch 4) the publicly recognized "affiliation" with any organization other than the class b member (sparrow) 5) approval of cch's annual operating budget, when such budget reflects a total margin of less than 2% of net revenue 6) approval of cch's annual capital budget, when such budget anticipates an additional capital contribution from the class b member (sparrow) beyond its original capital contribution 7) the incurrence of any debt obligation in the aggregate greater than 500,000 8) the approval of capital expenditures in excess of 500,000 (except as to replace equipment) 9) any action that allows or facilitates the creation of a new class of members or creation of a membership interest in cch.”

“The form 990 is reviewed in detail by the organization's management. A board meeting is held with our tax advisors where a copy of the full form 990, including all applicable schedules, is provided to each member of the governing body for review before the return is filed with the irs. The board is given a summary of key points regarding the form 990, and is allowed to ask any questions they may have. Once all board members have reviewed the return, it is then submitted to the irs.”

“Conflict of interest questionnaires are distributed to all officers, directors, and key employees to determine whether any potential conflicts of interest exist. On an annual basis the hospital executive committee, which includes the president of the board of directors, discusses the conflict of interest questionnaires to determine whether an actual conflict exists. If a conflict is determined to exist, the person with the conflict is recused from taking part in any decisions concerning the conflicting issue.”

“The organization's board of directors annually reviews and approves the compensation for the organization's president/ceo. The board president/ceo is removed from the board discussions to prevent him from discussing and determining his own compensation. The board of directors uses compensation studies and wage surveys in determining the amount of compensation for the ceo, and their discussions are documented in the board meeting minutes. Compensation for the current year is discussed and approved in the previous year during the budget approval process. The 2014 compensation was reviewed and approved at the end of 2013 during the annual budgeting process.”

“The organization's board of directors annually reviews and approves the compensation for all positions, including other officers and key employees. The board of directors uses compensation studies and wage surveys in determining the amount of compensation for all positions, and their discussions are documented in the board meeting minutes. The 2014 compensation was reviewed and approved at the end of 2013 during the annual budgeting process.”

“The 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. As a hospital, the organization's audited financial statements are 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 lines left blank are not applicable to the organization.”

“Determined to qualify as charity care, they are not reported as revenue under arrangements with various governmental insurance programs. Cch provides significant care to the local indigent population for which reimbursement for services rendered is generally less than the cost of providing such services as part of its obligation to the local community. Cch also provides services to indigent patients under the medicaid program at payment amounts less than the cost of the services provided. For the year ended december 31, 2014, cch provided over 2 million in uncompensated care. The estimated annual total local economic impact is 30,000,000.”

“Pregnancy testing, ua (dipstick) and wet prep.”

“Other program services include the operation of the following facilities: ashley family care center, carson city hospital, orthopedics and general surgery, physical rehabilitation center, fowler family care center, greenville family care center, hospitalists, lyons family care center, pediatric and adolescent specialists, stanton family care center, carson home care, carson pain management.”

“Rent expenses included in revenue 79,842 provision for bad debts -2,500,000 rent expenses included in revenue -79,842 change in pension liability -1,466,482 provision for bad debts 2,500,000”

“Release from restrictions 74,279 change in pension liability -1,466,482 total other changes in net assets -1,540,761”