Unknown Organization

“Three employees (ceo, coo, cfo) are employed by the charlotte-mecklenburg hospital authority d/b/a carolinas healthcare system ("chs") and leased to the organization through a management agreement. Two of these employees are on the organization's board: chairperson and treasurer.”

“Summary of significant changes to governing documents stanlex effective march 1, 2014, the charlotte-mecklenburg hospital authority ("cmha"), a north carolina hospital authority that as a political subdivision of the state of north carolina, is not subject to federal income taxes, became the sole member of stanly health services, inc. ("shs"), a north carolina nonprofit organization exempt under section 501(c)(3). Because the organization's sole member is stanly regional medical center ("srmc"), a north carolina nonprofit organization exempt under section 501(c)(3), whose sole member is shs, cmha is now the ultimate parent of the organization. The following significant changes were made to the organization's governing documents in 2014: - the governing documents indicate that cmha is the ultimate parent of the organization. - a new exempt purpose of the organization was added: to act as an integral part and instrumentality of cmha, a vertically integrated healthcare delivery system organized as a hospital authority under the north carolina hospital authorities act. - the composition of the board of directors was changed from a list of four ex officio members and an unlimited number of additional members as fixed by shs, to a board of three to ten members as fixed by srmc, the organization's sole member. - the organization's sole member, srmc, now has the right to appoint the organization's directors and to remove directors at any time without cause. Only officers or employees of cmha may serve as directors. Previously, shs had the right to appoint directors and directors could be removed for cause by a 2/3 vote of the organization's board of directors or by shs. - the officers of the organization now consist of a president, a secretary, a treasurer and such vice presidents, assistant secretaries, and other officers as the board may from time to time appoint. Previously, the bylaws mentioned only a president and ceo. - the following fundamental actions require action by or approval of srmc and cmha: (a) amendment of the organization's bylaws or articles of incorporation; (b) sale of substantially all of the organization's assets; and (c) merger or dissolution of the organization. Previously, shs's approval was required to amend the organization's bylaws. - cmha is given the right to: (a) prepare, control or approve the organization's budgets; (b) require audits of the organization's books and other records; (c) control or approve the organization's investments, expenditures, debts and liabilities; and (d) monitor the organization's daily operations. - upon dissolution of the organization, its assets are to be distributed, to be used for a public purpose or for one or more exempt purposes within the meaning of section 501(c)(3), to cmha or any corporate entity controlled by cmha whose income is exempt from federal taxation as an integral part of cmha, under section 115 of the internal revenue code or under section 501(c)(3). If cmha is not then in existence, its income is not then exempt from taxation, or no entity controlled by cmha whose income is exempt from federal taxation is then in existence, the assets of the corporation are to be distributed for one or more exempt purposes within the meaning of section 501(c)(3) or to the federal government, a state or local government, or a political subdivision thereof, for a public purpose.”

“Cfo & controller will review the form 990. After internal review, the form 990 is distributed electronically to board members via director's desk for review prior to filing.”

“Each member of the board of directors files a conflict of interest statement annually which is reviewed by the corporate compliance office and the board chair and is maintained by the corporate secretary. Members with potential conflicts are asked to excuse themselves from voting on matters that are of potential conflict. Directors and employess with purchasing responsibilities are also required to complete a conflict of interest statement which is maintained by the corporate compliance officer.”

“The president of stanly health services determines compensation for the organization's top management. The president/ceo annually reviews compensation of other individuals for reasonableness based on comparability data.”

“These documents are made available upon request.”

“CAP PROGRAM”

“Unrecognized pension expense transfers transfers from affiliates, net 495,000. Change in accounting standards from fasb to gasb 290,672.”