Memorial Health System

“The sole member of the corporation is passavant memorial area hospital association.”

“The affairs of the foundation shall be managed by its board of trustees. The number of trustees shall be a minimum of eleven and a maximum of fifteen as determined by the board of directors of the passavant memorial area hospital association. Trustees will hold their office until the successor has been elected. Four trustees shall be permanent who must be members of the hospital's board of directors. The remaining trustees shall be elected at the annual meeting. The board of trustees shall nominate trustees for the coming year at the annual meeting. Sixty days prior to the annual meeting trustees must be submitted to the hospital's board of directors. The board of trustees must submit nominees to the hospital's board of directors for approval if a vacancy is created for any reason.”

“The bylaws of the passavant area hospital foundation state the corporate member of the corporation shall be the passavant memorial area hospital association and there shall be no other members. The corporate member has the authority to change the bylaws, adopt capital or operating budgets, and strategic plans of the foundation. The corporate member will have the power to remove the president with agreement with the board of directors, appoint directors of the foundation for one year terms, and remove any director of the foundation with or without cause. The corporate member can adopt any voluntary dissolution, merger, or consolidation of the foundation's assets. They may approve capital expenditures over $1,000,000, approve guaranty of debt over $250,000, with our without a mortgage, and permit the foundation to enter into material transactions with another corporation affiliated with the corporate member. The corporate member may approve independent auditors, approve contracts providing healthcare to beneficiaries of managed care contracts, and approve applications to the il health facilities planning board. Members also approve sales/transfers of assets to non-affiliated entities, if assets are over $500,000. The corporate members approve of significant changes in the foundation's insurance and contracts involving goods/services with a value over $1,000,000 for capital or $1,500,000 in aggregate for operating and capital budgets, not previously approved. The corporate members approve of physician service contracts over $400,000, approve real estate transactions, and approve any changes to master or long-term institutional plans. Before the corporate member can approve any of the previously mentioned items, the corporate member must first receive approval from its corporate member, memorial health system.”

“A final draft copy of the pahf form 990 and all attachments are provided to all of the passavant memorial area hospital association board of directors prior to filing. At the board meeting, a presentation is made by the cfo, followed by a question and answer session. All questions and comments arising from this review are addressed prior to submission of the return to the appropriate taxing authorities.”

“All officers, directors and key employees of the corporation are required to review the conflict of interest policy and complete a specific disclosure statement which is attached to the policy. Passavant area hospital monitors and enforces its conflict of interest policy by identifying any potential conflicts at the time each meeting agenda is prepared. Any office or director who has a conflict is notified of such conflict, as well as their obligation to abstain from the discussion and vote on any conflicted issue(s). Such abstention(s), if requried, are documented in the minutes of each meeting. Board members are also required to update their conflict of interest statements promply in the event of any change in personal or business activities that would require such disclosure.”

“Copies of the organization's governing documents, conflict of interest policy, and financial statements are made available upon individual request. The audited financial statements are posted on the hospital's website. These documents are available for the same period of time as set forth in irs section 6104(d).”

“Passavant area hospital foundation does not have any employees. The top management official and top financial official are employed by related organizations. Compensation for those top management officials are performed in accordance with those organizations procedures.”

“Net assets released from restriction -328,351. Transfers from related organizations 409,748. Farm valuation adjustment -80,000.”