Munson Healthcare

“Munson healthcare is a membership organization.”

“There are two classes of members of munson healthcare: (1) elected members; and (2) ex-officio members. There is no separate voting by class on matters brought to vote by the members. Each elected member and each ex-officio member shall have one (1) vote on each matter submitted to a vote of the members. The elected members of the corporation shall consist of not more than two hundred (200) persons, at least two-thirds of whom shall be residents of grand traverse, leelanau, benzie, kalkaska and antrim counties of the state of michigan at the time of their election to membership. No person shall be eligible as an elected member after attaining the age of eighty-five. Each elected member shall be nominated by the board of directors pursuant to recommendation by the governance committee and elected by the members to serve a five (5) year term. An elected member's term shall automatically cease in the event the individual becomes an ex-officio member. The elected members shall be divided into staggered terms so that nearly equal numbers shall be elected each year. The ex-officio members of the corporation shall consist of each director or trustee serving on the boards of directors or board of trustees of certain subsidiary and affiliate organizations.”

“The members vote to elect the elected members and the elected directors of the corporation. Additionally, any amendment, repeal or adoption of new bylaws, to the extent it affects the rights and powers of the members of the corporation, shall be effective only upon ratification by the members. Certain actions under the michigan nonprofit corporations act also require the approval of the membership including a merger, consolidation, corporate reorganization, sale of substantially all the assets, amendment of the articles of incorporation and dissolution.”

“The munson healthcare board is committed to the accuracy and thoroughness of the form 990 reporting. 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 is carefully and thoughtfully directed by the 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. Minutes are prepared for meetings of the committee. 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 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 and key employees is consistent with that of the top executives for munson healthcare.”

“The munson healthcare articles of incorporation are available to the public on the michigan department of treasury website. Munson healthcare does not make the bylaws, conflict of interest policy or financial statements available to the public. Annually, munson healthcare prepares and distributes an annual report to the community, which contains financial as well as program data.”

“Transfer from munson medical center 25,860,000 transfer to munson home services -1,000,000 net periodic pension cost -4,880,221 total 19,979,779”