St Mary'S Medical Center Inc

“Marshall health network,inc (mhn)has become the sole corporate member of st. Mary's medical center, inc ("corporation"). It is also the sole corporate member of cabell huntington hospital, inc, pleasant valley hospital inc dba rivers health, and university physicians & surgeons inc dba marshall health. Marshall health network inc is organized exclusively for charitable purposes within the meaning of section 501(c)(3) of the internal revenue code of 1986, as amended, and any corresponding provision of any future internal revenue laws, as a supporting organization described in section 509(a)(3) of the code, the purpose of which is to operate exclusively for the benefit of, to perform the functions of, and to carry out the charitable, scientific, and educational purposes of the supported organization that it is now the sole corporate member of above.”

“Governing documents were amended to include one sole corporate member, marshall health network. The number of voting board members was changed to nine and one non-voting board member was added. The stipulations for who should be a board member, the board member terms to be serviced, and board member duties were changed as well. The articles of incorporation and bylaws were changed so that only the corporate member can amend the articles of incorporation and bylaws. The sole corporate member, marshall health network was given other reserved powers and final approval of board of directors initiated actions.”

“Marshall health network is the sole corporate member.”

“Marshall health network is the sole corporate member that has reserved power to appoint the board of directors following the stipulations in the articles of incorporation.”

“Marshall health network, as sole corporate member, has reserved powers to change the purposes of the corporation, amend the articles of incorporation and/or bylaws, dissolve the corporation, consolidate/affiliate this corporation with other organizations. In addition, mhn will manage actions initiated by the corporation's board of directions for the following items: adoption of strategic and business plans, adoption of annual operating and capital budgets, approval of any changes to the capital debt, the creation or acquisition of additional affiliated organizations and joint ventures, adoption or changes to master clinical compensation and benefit plans, manage the assets, manage clinical faculty changes, final approval over the various practices of medicine, appointment of a president to serve as ceo, approve unbudgeted expenditures including debt, and approval of certain contracts.”

“The form 990 is reviewed by the organization's management in consultation with an independent accounting firm. The financial review is based on the organization's audited financial statements for the relevant time period. The cfo will review the 990 with the finance/audit committee and the board of directors at the next scheduled board meeting.”

“Upon employment and annually thereafter each key employee and officer of the organization is required to complete a conflict of interest and disclosure form, providing sufficient information about his/her personal interests and relationships so the organization can (1) determine whether any potential or actual conflicts of interest may exist, and (2) monitor work or service assignments to avoid placing the key employee, officer or director in a position where there may be an appearance, potential or actual, of a conflict of interest or a question of objectivity. The completed conflicts of interest and disclosure forms for directors are returned to the organization. In the event that any board member is deemed to lack independence or a conflict of interest exists, he/she is required to leave the room and cannot be part of the discussion or vote.”

“The executive compensation committee shall be composed of at least three members of the board, and shall meet at least twice each year. The composition of the executive compensation committee shall comply with the requirements of the board policy on conflicts of interest. The committee shall have the following specific duties and responsibilities. A. Annual evaluation of the performance of the president. The executive compensation committee shall make a written report of its findings, together with recommendations for compensation to the board. B. Annual evaluation of the performance of the chief physician executive, the chief financial officer, and such other vice presidents as the board shall determine to require evaluation by the executive compensation committee. The executive compensation committee shall make a written report of its findings, together with recommendations for compensation, to the board. C. Annual self-evaluation of the board and its members. D. Ensure that no personal loans are made to the president or other members of the administration of the corporation. In carrying out its duties, the executive compensation committee shall have the authority to hire compensation consultants and shall obtain data on compensation ranges for comparable executive positions at least every other year.”

“The 990 is published on guidestar.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request at its office at 2900 first avenue, huntington, wv 25702. A nominal fee is charged if copies are requested”

“The organization has adopted a formal written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements. However, the normal due diligence process for analyzing any such arrangements undertaken in conjunction with the organization's external legal counsel, accountants and other business advisors does include a review to determine the following: 1) the impact of the arrangement under applicable federal and state law 2) whether the arrangement will jeopardize the organization's exempt status as a section 501(c)(3) charitable organization-hospital. 3) whether the arrangement will result in any unrelated business taxable income 4) the impact of the arrangement on any existing contractual agreements or other business relationships and 5) whether the arrangement will result in any conflicts of interest. If there are any concerns with respect to any of the above matters, the organization will take appropriate steps to ensure that, if the joint venture is pursued, the arrangement will be in compliance with applicable federal and state law and to safeguard the organization's tax-exempt status. A formal written policy and procedure has been approved.”

“Healthcare fees: program service expenses 26,089,415. Management and general expenses 5,572,497. Fundraising expenses 0. Total expenses 31,661,912. Purchased services: program service expenses 32,062,867. Management and general expenses 6,848,379. Fundraising expenses 0. Total expenses 38,911,246. Other fees: program service expenses 2,291,332. Management and general expenses 489,410. Fundraising expenses 0. Total expenses 2,780,742.”

“Changes in pension fund status -1,944,131. 457b plan adjustment -347,546. Transfers to/from affiliates, net -395,055.”

“The audit committee intermittently puts out bids for the annual audit and chooses what firm to engage. During the year auditors meet this committee prior to audit and again to present audit. This process remains unchanged from the prior year.”