Cole Foundation Inc

“Family and business relationships: director ami foust and director terry foust have a family relationship. In addition, the following officers and directors are employed by cole memorial, a related tax-exempt organization: - edward pitchford, president, ceo & assistant secretary - terry foust, foundation director/cole memorial physician - andrea streich, foundation executive director”

“Governing documents: effective march 1, 2018 an amendment to the bylaws for cole foundation was adopted by the board of directors pursuant to an affiliation agreement with upmc. Article iii: the sole member of cole foundation shall be charles cole memorial hospital, also known as "upmc cole," a pennsylvania nonprofit corporation. The rights are further described in the narrative in this form 990, part vi, section a, lines 6, 7a & 7b. The affiliation agreement between charles cole memorial hospital and upmc states that the cole foundation shall provide funds to upmc cole each january in an amount not less than 4.5% of the three year rolling average value of the assets of the cole foundation, calculated as of september 30 of the prior year. Also, the bylaws state that 90% of the voting members shall reside in the upmc cole service area. Article iv: the business, property and affairs of the corporation shall be managed and controlled by the board of directors, subject to the reserved powers of the member. The number of directors on the board, which may be changed from time to time by the board with the approval of the member, shall be not less than five (5) and not more than fifteen (15), including the ex-officio directors, but not including any nonvoting members of the board. Article vi: the board of directors may, by resolution adopted by a majority of the directors in office and approved by the board of directors of the member, establish one or more committees, each committee to consist of two or more directors of the corporation (and may include non-directors). Article viii: bylaws shall be reviewed yearly by the board, a committee of the board, or the board's designees, to consider any amendments which may be appropriate. During the integration period, all amendments are effective upon joint approval by the member and upmc. Following the integration period, all amendments are effective upon approval by upmc. Article x: any member, director, officer, or committee member having an existing or potential interest in a contract or other transaction presented to the board or a committee thereof for deliberation, authorization, approval, or ratification, or any such person who reasonably believes such an interest exists in another such person, shall make a prompt, full, and frank disclosure of the interest to the board or committee prior to its acting on such contract or transaction.”

“Members: charles cole memorial hospital also known as "upmc cole," a federally tax exempt 501(c)(3) nonprofit corporation, is the sole member of cole foundation. When the term of an elected director is expiring, the executive committee shall submit names of qualified candidates for each elected director vacancy to the board. The board shall elect from this slate of candidates directors to fill each elected director vacancy on the board. The member must ratify elected director elected to serve on the board. The member shall have the following rights and powers: during the integration period, the decisions and actions specifics in paragraphs (i) - (viii) below shall require the approval of both the member and upmc. Such decisions and actions may not be taken by the corporation without the separate concurrence of the member and upmc. (i) approval of operating and capital budgets of the corporation; (ii) entering into new or materially changing existing joint venture arrangements of the party; (iii) approval of the terms of any management arrangements with an unrelated third party; (iv) any change in the corporate structure of the corporation; (v) the sale, lease, transfer or joint venture, whether within the system or external thereto, involving substantially all of the assets of the corporation; (vi) the merger, consolidation, divestiture or dissolution of the corporation; (vii) any amendment of the articles of incorporation or the bylaws of the corporation; (viii) sale of any real estate of the corporation; if the member and upmc fail to agree on any of the above matters, the process described in section 10.6 of the integration agreement will be followed. At the conclusion of the integration period, the power to make decisions with respect to those matters described in section 3.2.a above, shall vest exclusively with upmc, except as expressly limited by sections 3.3.6, 10,1-10.9 and 16.3 of the integration agreement. The member and upmc may look to the board of directors to provide governance and oversight with respect to matters which may include developing and implementing the goals and objectives of the corporation in the four key areas of (1) quality performance; (2) financial performance; (3) planning performance; and (4) governance performance.”

“990 review process: the form 990 is prepared by an independent accounting firm based on information supplied by upmc cole. The draft 990 is then reviewed by upmc cole's finance department. The full 990 draft is presented to the board of directors prior to filing.”

“Monitoring compliance with conflict of interest policy: all board members are required to fill out the conflict of interest policy yearly. The executive director reviews these documents. Members are restricted from voting on any subject that may be viewed as a conflict of interest. Board meeting minutes reflect any abstention from voting where a potential conflict may exist. Additionally, the bylaws state that any member, director, officer, or committee member having an existing or potential interest in a contract or other transaction shall make a prompt, full, and frank disclosure of interest to the board or committee prior to its acting. The body to which such disclosure is made shall determine, by majority vote, whether the disclosure shows that the non-voting and non-participation provisions must be observed. If so, such person shall not vote on, nor use his or her personal influence on, nor participate in the discussions or deliberations with respect to such contract or transaction.”

“Compensation determination: a review was conducted in 2017 for president and ceo ed pitchford by yaffee and company in townson, md. The board approved an increase as recommended by the governance oversight committee.”

“Document disclosure: the organization's conflict of interest policy and governing documents can be viewed onsite through a written request to the organization's corporate compliance officer. Requests for financial statements and 990's are forwarded to the finance / accounting department and are open for public inspection.”

“Board member compensation: no members receive any compensation for their director duties. Andrea streich is compensated by cole memorial, a related tax-exempt organization, as executive director of community relations. A portion of her compensation is charged to the foundation from cole memorial. Terry foust is compensated by cole memorial, a related tax-exempt organization, as a physician. Edward pitchford serves as the ceo for cole memorial, hendorn, inc., hamotcole ventures, inc., and cole care, inc.”

“Organization's mission: cole foundation's vision as a philanthropic organization is to ensure our long-term goal of keeping our local healthcare system progressive and vibrant in order to best serve the medical needs of our diverse communities.”

“Common paymaster: cole memorial, the organization's related tax-exempt parent company, files all w-2's and related employee benefits, pension contributions, and payroll taxes. As such, cole foundation has no w-2 filings to report on form 990, part v, line 2a. The amounts shown on form 990, part ix, lines 7 & 9 are amounts allocated to the organization from the hospital.”

“Other changes in net assets: $ 3,926 transfer from cole memorial”