Meriter Hospital Inc

“Meriter health services, inc., a tax-exempt, wisconsin not-for-profit corporation, is the sole member.”

“Meriter health services, inc., as sole member, shall appoint all members of the board of directors.”

“Meriter health services, inc., as sole member, shall authorize or approve the following actions: (a) merger, consolidation or dissolution of the corporation; (b) amendment or restatement of the articles of incorporation of the corporation; (c) a sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of the corporation; (d) the establishment, formation, acquisition, merger, consolidation or dissolution of any subsidiary corporation of the corporation; (e) the adoption of the aggregate annual operating and capital budgets of the corporation; (f) aggregate borrowing for periods of one (1) year or less for any purpose in excess of a dollar amount to be established by the voting member from time to time; and aggregate borrowing for periods of more than one (1) year for any purpose in excess of a dollar amount to be established by the voting member from time to time. For the purpose of this subparagraph, the term aggregate borrowing means borrowings not previously included in the operating and/or capital budgets, and includes but is not limited to lease agreements and contracts for sale; (g) the purchase, sale, lease, disposition, hypothecation, exchange, gift, pledge, and encumbrance of any asset, real or personal, with a value in excess of a dollar amount to be established by the voting member from time to time, not previously included in the capital budget; (h) the appointment of the independent auditor and corporate counsel.”

“The form 990 is prepared by unitypoint health's corporate services tax department and goes through two levels of review within the department with ultimate approval by the director of tax services. The director of tax services meets with the finance executive and reviews key parts of the form 990 utilizing a presentation summary. A copy of the form 990 is given to each member of the board via the board portal along with a review guide.”

“The hospital boards of directors consistently monitor and enforce compliance with the conflict of interest policy. On a proactive basis, declarations of potential conflicts of interest are signed when each director joins the board and annually thereafter. The ceo and board chair monitor the potential conflicts disclosed by board members and manage attendance at meetings and participation in votes according to the issue on the agenda. Individual directors also monitor their potential conflicts and recuse themselves from board discussion and/or votes as required by the circumstances. The process of managing conflicts of interest is recorded in the meeting minutes.”

“The executive committee of the iowa health system board of directors ("committee") conducts a comprehensive review of all compensation and benefits provided to the organization's officers and key employees, including the ihs chief executive officer (the "ceo"). This review compares the total compensation and value of benefits provided to each executive, on a position by position basis, to that provided to functionally similar positions in similarly situated organizations. This review is conducted by the committee with the assistance of a national, independent compensation consultant reporting directly to the committee. The committee has been delegated the responsibility for oversight of executive compensation and is made up entirely of independent directors within the meaning of the "rebuttable presumption of reasonableness" under the federal income tax intermediate sanctions rules. The compensation consultant holds itself out to the public as a compensation consultant, performs these valuations on a regular basis, is qualified to make the valuations of the services involved, and has so indicated in a written certification to the committee. Based upon the advice of the compensation consultant, and applying the board's compensation philosophy, the committee establishes the overall adjustment in compensation and benefits for the top executives in the entire health system (several of which are employees of the filing organization) and delegates to the ceo the authority to make adjustments, consistent with the committee's direction, for the other executives. The committee determines all aspects of the compensation and benefits of the ceo. The committee intentionally takes all the steps necessary to qualify for the rebuttable presumption of reasonableness under the federal income tax law intermediate sanctions rules, including contemporaneous substantiation of all committee meetings and actions. The organization believes it is in full compliance with section 4958 of the irc, provides no more than reasonable and fair market value compensation and benefits for its employees and does not provide any excess compensation or benefits as prohibited by section 4958. The review of compensation and benefits was last performed in december 2024 for the following individuals: james arnett, sherry casali, beth erdman, christina jackson, & shana wuebben. The compensation and benefits of the other persons listed on form 990, part vii was established by an independent person/committee using an independent compensation consultant and/or compensation survey or study for similarly qualifed persons in functionally comparable positions at similarly situated organizations. Compensation and benefits are based on the fair market value of the services provided to the organization.”

“Because the organization filed its form 1023 before july 1987 and did not have a copy of form 1023 on that date, it is not required to make its form 1023 available for public inspection.”

“Changes in pension liability 1,723,411. Assets released without donor restriction 525,746. Assets released with donor restriction 1,626,241. Uph transfers -1,210,184. Released for capital and other 1,710,912. Other -536,160.”

“Www.unitypoint.org/locations/unitypoint-health---meriter-hospital”