Health Pointe

“The organization did not compensate a top management official, other officers, or key employees for their services to the organization.”

“The organization has a management services agreement with both Spectrum Health Hospitals and Holland Community Hospitals, both of whom are member organizations. The member organizations will provide personnel and services to lead, manage and operate Health Pointe and related operations as directed by the Health Pointe Board of Directors. The services will include direct management of Health Pointe's business, financial matters, personnel, and the provision of clinical services.”

“THE ORGANIZATION HAS TWO MEMBERS AS FOLLOWS: - SPECTRUM HEALTH HOSPITALS (EIN 38-1360529), a Michigan Nonprofit Corporation; - HOLLAND COMMUNITY HOSPITAL (EIN 38-2800065), a Michigan Nonprofit Corporation. BOTH MEMBERS ARE TAX-EXEMPT UNDER INTERNAL REVENUE CODE SECTION 501(C)(3).”

“The members (see form 990, part vi, line 6) of the organization appoint all members of the board of directors, with each member entitled to appoint three directors.”

“Unless otherwise noted below, the members (see form 990, part vi, line 6) of the organization have the reserved powers set forth below, and require the unanimous approval of the members: - except as otherwise provided in a binding legal agreement signed by both members, the dissolution of the corporation; - an amendment to the articles of incorporation or bylaws of the corporation; - merger or consolidation of the corporation, or sale, exchange, lease or other transfer of all or substantially all of the assets of the corporation, other than in the ordinary course of business; - approve the mission and vision statements for the corporation and assure compliance with the philosophy, mission, and vision; - approve the incurrence of debt of the corporation in excess of amounts established by the members from time to time; - approve any unbudgeted capital expenditure in amounts in excess of those established by the members from time to time; or any unbudgeted contractual obligation in amounts in excess of those established by the members from time to time; - approve the strategic plan and capital and operating budgets of the corporation; - approve any requests of the members for additional capital contributions - approve the admission of new members; - approve the addition of a new provider location by the corporation; and - approve a contract or other transaction where a conflict of interest is deemed to exist under article ix of the bylaws.”

“The organization has no committees with authority to act on behalf of the governing body.”

“A copy of the form 990 is provided to the board of directors prior to filing. The review process for this form 990 is as follows: 1. Preparation of the return is supervised and reviewed by a member of the organization's corporate tax department. 2. A second review is performed by an external cpa firm with expertise in tax-exempt return preparation. 3. The return is reviewed by the organization's treasurer and shared with the members of the finance committee and the board of directors. 4. The organization's treasurer reviews comments or questions received by members of the board of directors, if any to address or to incorporate , as appropriate , into the return prior to filing.”

“Excerpt From the Conflict of Interest Policy Duty to Disclose Conflict Prior to Board or Committee Consideration: In connection with any actual or possible conflict of interest and in addition to the annual statement disclosures set forth in Article VI below, and interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. Procedures for Addressing the Conflict of Interest: - An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. - The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. - After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. - If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decisions as to whether to enter into the transaction or arrangement. Violations of the Conflict of Interest Policy: - If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. -If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. The minutes of the governing board and all committees with board delegate powers shall contain: - The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. - The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.”

“The organization's articles of incorporation have been provided to the state of michigan and are available to the public on the state's website. The organization's bylaws and internal policies are generally not made available to the public.”

“Consulting Fees - Total Expense: 1125, Program Service Expense: , Management and General Expenses: 1125, Fundraising Expenses: ; Leased Employees - Total Expense: 517259, Program Service Expense: , Management and General Expenses: 517259, Fundraising Expenses: ; Quality/Risk/Comp Services - Total Expense: 180667, Program Service Expense: , Management and General Expenses: 180667, Fundraising Expenses: ;”

“Members' Contributed Capital - 16645000;”

“Health Pointe is not licensed as a "hospital" under Michigan law because it does not intend to offer inpatient or overnight care. The organization will furnish medical care and related services to the public through an ambulatory care center for reception, care, treatment and relief of any person or persons, indigent or otherwise, who are sick, infirm or injured, or who are afflicted with disease or disability, whether physical or mental, through appropriately licensed physicians and other health care professionals in support of its Members' operations. Health Pointe will not refuse providing medically necessary care to anyone who cannot afford to pay for such care.”