Mymichigan Health

“Any board members who have a family or business relationship as listed in schedule l are not considered to be independent. All others who are not independent are employees of the organization or a related organization listed in schedule r and are compensated at market value for the services provided to that organization.”

“The corporation has two member classes. One member class consists solely of michigan health corporation (mhc) and holds a twelve percent (12%) membership interest in midmichigan health. The other member class consists of the members of the midmichigan health director class and holds a 88% 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 affairs 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 11 persons and not more than 18 persons, including the president/ceo who shall serve as ex officio. The board currently meets at least 5 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 30 days prior to the annual meeting of members, the chair of the governance and nominating committee shall prepare a list of nominees for election to the board of directors and submit the list to the members of the midmichigan member class at the annual meeting. Only members of the midmichigan member class are vested with the power to elect midmichigan directors. Additional candidates for membership on the board of directors may be nominated by members of the midmichigan member class, however, all such nominations must be filed with the secretary at least fifteen (15) days in advance of the annual meeting at which the election will be held. In nominating and electing individuals to serve as midmichigan directors, consideration shall be given to drawing candidates from regions served by the corporation and its subsidiaries, and to candidates who provide skills or expertise needed by the board of directors. Notwithstanding anything to the contrary contained in these bylaws, for the period beginning april 1, 2016 and ending march 31, 2018, two (2) seats on the board of directors shall be held by members of midmichigan medical center-alpena's board of directors. If, prior to march 31, 2018, either of those members resigns or is removed, their replacement members will be appointed from among individuals nominated by the midmichigan medical center-alpena board. Additionally, notwithstanding anything to the contrary contained in these bylaws, for the period beginning april 1, 2018 and ending march 31, 2027, one (1) seat on the board of directors shall be held by a member of midmichigan medical center-west branch's board of directors. If, prior to march 31, 2027, such member resigns or is removed, a replacement member will be appointed from among individuals nominated by the midmichigan medical center-west branch 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 finance staff at each subsidiary uploads information into the software which is then reviewed by a the corporate controller at midmichigan health. The corporate controller 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. The form 990 part vii and schedule j compensation 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 indentified.”

“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. A listing of any conflicts are provided to the board chair, vice chair, and president of the organization. Voting board members with conflicts on specific issues may be 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 annually approved by an independent compensation committee of midmichigan health. The compensation is then reviewed by the board of directors (or subcommittee thereof). 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.”

“Members of the midmichigan health corporate board receive an annual retainer paid in july of $1,800 and $200 for each meeting attended either in person or remotely. They are considered to work an average of 2 hours a week on board-related matters. All other 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.”

“This form 990 tax return includes data from midmichigan collaborative care organization.”

“Purchased/contract services: program service expenses 23,328,835. Management and general expenses 1,234,171. Fundraising expenses 0. Total expenses 24,563,006. Association dues & other fees: program service expenses 4,436,276. Management and general expenses 4,436,276. Fundraising expenses 0. Total expenses 8,872,552.”

“Pension -26,937,708. Book tax difference from mhn k-1 -251,868. Book tax difference from isomm k-1 -47,512. Capital contributions from subsidiaries 18,900,000. The audit process has not changed in the current year.”

“Single audit due date was extended per the office of management and budget”