Iowa Falls Clinic

“Hansen family hospital was in a joint venture agreement with mercy medical center - north iowa to operate the iowa falls clinic. The clinic provided, developed, and coordinated all manner of clinical medical services to residents, visitors, and employees of hardin county and the surrounding area. Hansen family hospital is a 50% owner of iowa falls clinic and shares income or losses from clinic operations. Hansen family hospital purchased many of the assets of iowa falls clinic on july 1, 2020, and took over clinic operations via an asset purchase agreement. Certain assets of iowa falls clinic were excluded from the asset purchase agreement such as cash and accounts receivable. Remaining cash balances of iowa falls clinic after collection of accounts receivable balances were distributed to hansen family hospital and mercy medical center - north iowa in fy23. Iowa falls clinic was formally dissolved during fiscal year 2022 with the state of iowa. Hansen family hospital received equity distributions during the june 30, 2022 year and the final distribution of remaining funds in fiscal year 2023. Hansen family hospital paid out mercy medical center - north iowa's portion.”

“The members of the organization are hansen family and mercy medical center - north iowa. The members have voting rights. Any action required or permitted to be taken by the members should be taken by action of the board of directors or trustees of the members, as appropriate.”

“Hansen family hospital appoints three members of the board. Two of these members are also members of the board of hansen family hospital. The third member appointed is not an employee or board member of hansen family hospital. The administrator of hansen family hospital is the non-voting member of the iowa falls clinic. Mercy medical center - north iowa appoints three members of the board. One member is also a member of mercy medical center - north iowa's board. The other two members are physicians of iowa falls clinic but are appointed by mercy medical center - north iowa.”

“Action of the board of directors on the following matters are effective only if the members have approved and consented to such action: 1. Amendment of the articles of incorporation 2. Encumbrance of, or granting of a lien on assets of the organization 3. Incurrence, assumption or guaranty of any indebtedness, including any capital leases, except indebtedness incurred in connection with the purchase of construction of a capital asset included in the approved annual capital budget and except indebtedness incurred by the organization's drawing down on any line of credit approved by the member 4. Adoption of strategic and annual operating plans and capital and operating budgets of the organization 5. Sale, lease, exchange or other disposition of all, or substantially all, of the property and assets of the organization, or merger or consolidation of the organization with another entity 6. Dissolution of the organization and related distribution of the assets of the organization 7. Appointment and removal of the directors of the organization”

“The organization does not have committees with authority to act on behalf of the governing body.”

“A copy of the form 990 is available to the board before filing. The 990 is reviewed by the cfo at hansen family hospital.”

“The organization's conflict of interest policy is completed annually and covers board members and officers. Board members and officers are required to disclose any family or business relationship and transactions as part of the 990 process as well. The president of the board reviews the completed policies and any potential conflicts are brought to the board's attention for review. Individuals with conflicts are required to abstain from voting on the matter and may be asked to leave the meeting. Any individual not disclosing a conflict may be terminated.”

“Officers are contracted through mercy medical center - north iowa. Iowa falls clinic does not pay compensation.”

“The organization's governing documents, conflict of interest policy, and financial statements are available to the public upon written request.”