Munson Home Services

“Munson home services has three classes of members. The class a member is munson home health, a michigan nonprofit corporation exempt from federal income tax under irc sec. 501(c)(3), with 95% interest in the corporation. The other two class members each have a 2.5% interest in the corporation. One is a michigan hospital and one is a michigan municipal health facility corporation.”

“The class b member and the class c member each shall have the right to appoint one member of the board of directors, and the class a member shall have the right to appoint the remaining directors of the corporation. On all other matters submitted for approval of the members, except as expressly required by the nonprofit corporation act, voting shall not be by class and each member shall have the right to vote based on such member's interest in the corporation.”

“The following powers and authorities shall be exercised by the corporation only upon ratification of such action by the class a member: amendment of the articles of incorporation; amendment of the mission statement; adoption of a plan of dissolution, merger, consolidation or reorganization; sale, lease, exchange or other disposition of all or substantially all to the property and assets; acquisition of any other entity or the establishment of any subsidiary or affiliate of the corporation; acceptance of the annual budget and annual financial statements; incurrence of expenditures exceeding budgeted aggregates by more than five percent; incurrence of certain debt; granting any mortgage, security, lien or other encumbrance on the assets of the corporation or any subsidiary, with the exception of any mortgage, security, lien or other encumbrance approved as part of a budget; change in scope of services or programs provided by munson home services; and appointment of the president.”

“The munson home services board is committed to the accuracy and thoroughness of the form 990 reporting. Munson home services belongs to the munson healthcare system. Munson healthcare is the parent company in the munson healthcare system, which undergoes an audit by an external audit firm. At the corporate level, the responsible individuals from the finance, administration, patient financial services, legal, human resources, public relations, and fund development departments prepare and review portions of the form 990. The compensation and leadership development committee reviews the compensation information contained in the core form as well as the schedule j information. The conflict, valuation and compliance committee oversees the conflict of interest disclosure process for board members and key employees to ensure compliance with the conflict of interest policy. The audit committee oversees the form 990 preparation process by ensuring proper controls, policies, people and resources are in place to produce an accurate return.”

“The munson healthcare board of directors (the system parent organization) has a standing conflict, valuation and compliance ("cvc") committee. The cvc committee is composed of independent board and community members. The cvc committee is delegated authority by the board to review and approve the reasonableness/fair market value of financial transactions/arrangements with disqualified persons. Annually, each board member of munson healthcare and all of its subsidiary/controlled entities and all munson executives are required to complete a conflict of interest disclosure/questionnaire. The responses to the disclosure/questionnaire are reviewed by the munson legal department. Any financial arrangements/potential conflicts identified through the disclosure/questionnaires are presented to the cvc committee for its review and determination as to the reasonableness/fair market value. When an action item is considered by a board which involves a potential conflict by a board member, the conflict is disclosed and a board member will abstain from a vote on the action item, and, in addition, the board chair has the discretion/authority to request that the conflicted board member be excused from the meeting for an opportunity for the board to discuss the matter without the presence of the conflicted board member.”

“The process for determining appropriate levels of pay for executive positions within munson healthcare system is carefully and thoughtfully directed by the munson healthcare board of directors, through the compensation and executive leadership development committee. The committee utilizes "best practices" methods of determining compensation and, as such, is composed of seven members whose voting members are independent. The committee is charged with ensuring that executive compensation is designed to attract and retain high quality, professional leadership while maintaining strong stewardship for the organization. Annually, the committee retains a national independent consultant to ensure that munson healthcare's compensation practices and levels are independently reviewed while being competitive and reasonable. The munson healthcare conflict, valuation and compliance ("cvc") committee also reviews the survey information to evaluate the reasonableness of executive compensation. That analysis occurs each november. Compensation levels reflect the scope of each executive's responsibilities, educational background, experience, and industry standing as well as individual and organizational performance. Annual compensation for munson healthcare system executives is determined, in part, by measurable progress toward the organization's goals including continued improvement in clinical quality, community health, and operational efficiencies. Munson healthcare's intent for executive base compensation is to be at the median when compared to like-size non-profit hospitals and healthcare systems.”

“Compensation of other officers is consistent with that of the top executives munson home services and munson healthcare.”

“The munson home services articles of incorporation are available to the public on the michigan department of treasury website. Munson home services does not make the bylaws, conflict of interest policy or financial statements available to the public.”

“Munson home services provides excellent individualized personal assistance services designed for independent living. The purposes for which munson home services is organized are: (1) to provide home oxygen, respiratory and related home medical equipment services; (2) to provide home private duty services for the aged, infirmed, sick and disabled, including but not limited to professional, skilled and unskilled, medical, nursing and support services; (3) to provide professional, medical, nursing and support services for the terminally ill. In the furtherance of all such purposes, munson home services operates on a not-for-profit, tax-exempt basis. Munson home services owns, leases, supplies and maintains equipment and other real and personal property for the benefit of and in the furtherance of the charitable purposes of munson healthcare, a michigan nonprofit corporation.”