Midmichigan Health Development Associates

“The sole member of the corporation is midmichigan health.”

“The board of directors of midmichigan health, the organization's sole corporate member, elects the members of the organization's governing body.”

“The following rights and responsibilities are reserved to the sole member: a) approve any change in the purposes of the corporation; b) approve changes in the corporation's articles of incorporation or bylaws; c) approve plans of merger, consolidation, or dissolution of the corporation or the creation by the corporation of any controlled corporation or entity; d) approve any proposed sale, transfer, lease, pledge, or encumbrance of all or substantially all of the assets of the corporation, or the proposed sale, transfer, lease, pledge, or encumbrance of any asset or assets of the corporation other than in the ordinary course of business; e) approve the corporation's budget and any capital expenditures of the corporation in excess of any amount designated from time to time by the sole member; f) approve the guarantee by the corporation of the debt of others; g) and approve the incurrence by the corporation of any debt or lease obligation in an amount in excess of an amount designated from time to time by the sole member.”

“New tax software was implemented for the tax year 2017 form 990. The finance staff at each subsidiary uploads information into the software which is then reviewed by a senior finance staff member at midmichigan health, the sole member of this corporation. The staff member requests additional information and obtains clarification. A final review is then done by the svp and treasurer. In addition, all compensation disclosures are reviewed with the midmichigan health ceo prior to filing. Prior to filing: the form 990 part vii and schedule j compensation information is reviewed by the compensation committee. Form 990, including all schedules, is not made available to this organization's board of directors because the board is comprised of internal employees of midmichigan health, the sole member, therefore these returns are reviewed by the midmichigan health ceo and cfo prior to filing. Questions or concerns are addressed by the svp and treasurer.”

“The organization requires each director, officer, key employee, and member of a committee of the board annually; 1) to review the organization's confilct of interest policy ("the policy"); 2) to disclose any possible personal, familial, or business relationship that reasonably could give rise to a conflict of interest or the appearance of a conflict of interest; and 3) to acknowledge by his or her signature that he or she is acting in accordance with the letter and spirit of the policy. The completed forms are reviewed by the midmichigan health secretary and filed for reference as needed. A listing of any conflicts is provided to the board chair and vice chair and president of the organization. Voting board members with conflicts on specific issues are asked to leave the meeting during discussions and at a minimum are required to abstain from voting on any issue in which they are not independent.”

“All ceos and operating officers compensation is annuall approved by an independent compensation committee of midmichigan health. The compensation is then reviewed by the organization's board of directors (or subcommittee thereof). All officer and key employee compensation is reviewed annually by the compensation committee for adherence to corporate policies. For detailed information on compensation, please see schedule j.”

“All documents are available upon request.”

“Independent contractors for all related organizations are compensated by midmichigan health, 38-2459948, the sole member of this organization.”

“No directors receive pay for the purpose of serving on the board in 2017. They are considered to work an average of 2 hours a week on board-related matters. All individuals with reportable compensation are paid by either the reporting organization or a related organization for services related to a full-time position. Those persons are estimated to work an average of 50 hours a week related to their full-time position. Officers paid by a related organization are employees of midmichigan health, the sole member of the corporation. Midmichigan health provides managerial assistance to its various subsidiaries and hours of services are not tracked by subsidiary. Therefore the full-time service to all subsidiaries of 50 hours per week is listed for those officers.”

“Purchased/contract services: program service expenses 954,316. Management and general expenses 269,971. Fundraising expenses 0. Total expenses 1,224,287. Association dues & other fees: program service expenses 124,583. Management and general expenses 9,113. Fundraising expenses 0. Total expenses 133,696.”

“Capital contributions - midmichigan medical center - midland 4,250,000. Capital contributions - midmichigan medical center - gladwin 4,700,000.”

“Midmichigan medical center - midland and midmichigan medical center gladwin are tax exempt 501 (c) (3) hospitals. They contributed the real estate and property related to the expansion of services in mt. Pleasant, mi and gladwin, mi. These expansions provide needed health services to members of those communites.”