Munson Healthcare Regional Foundation

“Munson healthcare foundations is organized on a nonstock membership basis. The sole member is munson healthcare, an irs section 501(c)(3) tax-exempt organization.”

“Munson healthcare, as the sole member, elects the directors for all subsidiary entities. Nominations to munson healthcare for subsidiary directors are considered and recommended by the munson healthcare governance committee. Additionally, the president of munson healthcare or designee and the president of munson healthcare foundations serve as trustees on an ex-officio basis, with vote.”

“Certain decisions of munson healthcare foundations' trustees are subject to approval by the munson healthcare board of directors including the 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; acceptance of the annual budget and annual financial statements; incurrence of expenditures exceeding budgeted aggregates by more than five percent; incurrence of certain debt; and appointment of the president.”

“Munson healthcare foundations' board is committed to the accuracy and thoroughness of the form 990 reporting. Munson healthcare foundations 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 finance and 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.”

“Compensation for the ceo and other officers and key employees of the organization is determined through the following process: first, an independent firm is engaged to provide comparability data. Then, that data is reviewed by two munson healthcare committees, each of which are comprised of individuals who are not employees or otherwise insiders (defined as board members, physicians & executives) of the organization. First, the board compensation and executive leadership development committee evaluates the data and determines a recommended compensation model based on the comparability data. Next, the board conflict, valuation and compliance committee reviews the recommendations as compared to the comparability data. This committee's role is to determine whether the proposed compensation is consistent with fair market value. If physicians are included in the definition of key employee, the board conflict, valuation, and compliance committee reviews all financial relationships with physicians and compares the proposed financial arrangement with comparability data produced by an outside, independent firm. Physician compensation does not go to the compensation and executive leadership development committee. The comparability data as well as the minutes of each of these committee meetings are maintained for future reference. The mhc board approves the mhc ceo's compensation. The mhc board has delegated to the cvc committee the authority to review and approve compensation arrangements with insiders.”

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

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

“Inspiring charitable support to enhance health care for the people of northern michigan. The purposes for which munson healthcare foundations is organized are: a) to provide support for the objects and purposes of munson healthcare, a michigan nonprofit corporation and its affiliates; b) to assist in a charitable manner, in the accomplishment of the health care purposes of munson healthcare and its affiliates; c) to obtain funds to support public charities in the area of health maintenance, education and prevention of diseases; d) to provide a benefit to munson healthcare and its affiliates by distributing income or transferring assets to or otherwise supporting them; e) to participate to the fullest extent possible within the restrictions of the corporation's funds and assets in any activity designed and carried on to promote the general health of the community; f) to participate in establishing and achieving munson healthcare's regional fundraising targets and goals in accordance with munson healthcare's fundraising plans and strategies; and g) to support and participate in the achievement of the mission of munson healthcare and its affiliates, consistent with their collective mission.”

“Additionally, munson healthcare foundations serves as the fundraising arm for the entire munson healthcare system. Specific programs in tax year 2023 raised money for munson medical center, munson healthcare cadillac, munson healthcare otsego memorial hospital, munson healthcare grayling, munson healthcare charlevoix hospital, paul oliver memorial hospital and munson healthcare manistee hospital.”

“Change in int in net assets of mercy cad found 1,361,350”