Midmichigan Health

“Line 2 - the following officers and directors have business relationships through a for-profit entity due to the small size and limited resources of our community: bobbie arnold, eric blackhurst, bill weideman, and don sheets.”

“The corporation has two member classes. One member class consists solely of michigan health corporation (mhc) and holds a one-tenth of one percent (0.1%) membership interest in midmichigan health. The other member class consists of the members of the midmichigan health director class and holds a 99.9% membership interest. Mhc exists as the sole member of the mhc member class. The midmichigan health member class is composed of the individuals who are members of the midmichigan health director class. The property, business, and affiars of midmichigan health are managed by the board of directors. The board of directors may exercise all of the power and authority of the organization in such a manner and to such extent as the board of directors shall determine and decide, except as specifically provided in the laws of the state of michigan, the articles of incorporation, and/or the bylaws of midmichigan health. The board of directors shall have two director classes, the first consisting of those directors nominated by the mhc member class and the second consisting of the directors nominated by the midmichigan health member class. The board of directors ("board") shall consist of not less than 16 persons. The board currently meets at least 8 times a year. Actions by written consent are permitted but such consent must be unanimous. All other actions may be taken by a majority of the total number of directors present assuming a quorum.”

“The mhc directors hold office for successive three year terms, without term limits, until a successor is appointed and qualified. Midmichigan directors hold office for a term of one year and until his or her successor is selected and qualified. No midmichigan director except for the chief executive officer shall serve more than nine consecutive one-year terms. At least 60 days prior to the annual meeting, the chair of the governance and nominating committee prepares a list of nominees for election to the board of directors and submits the list to the members of the midmichigan health member class at the annual meeting. Only members of the midmichigan health member class are vested with the power to elect midmichigan health directors. Provisions exist to obtain additional nominations. The board of directors elects a chair, a vice-chair, a president, one or more vice- presidents, a secretary, and a treasurer. No officer except the chair, vice-chair, and president need to be a member of the board.”

“Each member class has certain reserve powers. The following actions require the approval of the mhc member class and the midmichigan health member class: - termination of the affiliation other than as expressly provided in the affiliation agreement; - dissolution of the corporation; - changes to the articles of incorporation, bylaws, or other documents of midmichigan health or its subsidiaries that would affect mhc's (and/or umhs') rights or interests under the affiliation agreement.”

“The form 990 information is prepared by the finance staff at this organization. The information is submitted for review by a senior finance staff member at midmichigan health. The staff member in consultation with our tax accountant (a certified public accounting firm) requests additional information and obtains clarification. Once the initial review is complete, the information is submitted to our tax professionals at andrews hooper pavlik plc. Upon review by their professionals, including a partner, information is returned to midmichigan health for its final review. This review includes a review by the svp and treasurer. All compensation disclosures are reviewed with the midmichigan health ceo prior to filing. Prior to filing: information is reviewed by the compensation committee prior to filing. Form 990, including all schedules, is made available to this organization's board of directors in a secure electronic format with a summary of all the major changes from the prior year return. Questions or concerns are addressed by the svp and treasurer. The questions or concerns of these reviews are presented to the midmichigan health board of directors and this organization's board of directors, if any are identified.”

“The organization requires each director, officer, key employee and member of a committee of the board annually: 1) to review the organization's conflict 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. Voting board members with conflicts on specific issues may be asked to leave the meeting during discussions and do abstain from voting on any issue in which they are not independent.”

“All ceos and operating officers compensation is annually approved by an independent compensation committee of midmichigan health. The compensation is then reviewed by the board of directors (or subcommittee thereof). For detailed information on compensation, please see schedule j.”

“All officers 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.”

“No directors receive pay for the purpose of serving on the board. 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 part-time or full-time position. Average hours per week for those with reportable compensation are related to the aforementioned positions. Those persons with full-time positions are estimated to work an average of 50 hours a week.”

“The form 990 is being amended to reflect the correct amount of program service revenue on part viii, line 2, columns a and b, as well as the unrelated business income on part viii, lines 11 and 12, columns a and c. Part iii, line 4a has also been updated to reflect the correct amount.”

“Part i, lines 3 & 4 and part vi, section a, line 1 - any board members who have a family or business relationship as listed in schedule l are not conisdered to be independent. All others who are not independent are employees of the organization or a rleated organization listed in schedule r and are compensated at market value for the services provided to that organization. This form 990 tax return includes data from midmichigan collaborative care organization. All lines left blank are not applicable to the organization.”

“Cayman islands, other country”

“Association dues & other fees 3,170,447 3,170,447 0 purchased/contract services 15,693,069 825,951 0 total 18,863,516 3,996,398 0”

“Fas 87 pension adjustment 45,330,858 employee benefits 196,242 legacy cost -10,958,400 transfer to midmichigan medical center-alpena -59,273,203 transfer of restricted funds to midmichigan fdn -2,555,983 total -27,260,486”