Memorial Health Care System Foundation Inc

“Pursuant to section 8.1 of the organization's bylaws, the board of directors may, by resolution adopted by a majority of the voting directors then in office, establish one or more committees, as needed or required to conduct and transact the business of the corporation. Except as otherwise provided in these bylaws, the board of directors may set the qualifications for membership on any committee it may establish; provided that each committee other than the nominating advisory committee shall consist of at least two directors of the corporation. Committees may include persons other than directors, except that a committee that has the authority to act on behalf of the board of directors must include only directors of the corporation.”

“Pursuant to section 5.1 of the bylaws, the entity's sole corporate member is memorial health care system, inc. ("mhcs"), a kentucky non-profit corporation.”

“In accordance with the organization's corporate bylaws, the sole corporate member, memorial health care system, inc. ("mhcs"), may unilaterally appoint one or more individuals to the organization's board of directors.”

“The organization's corporate member is memorial health care system, inc. ("mhcs"). Pursuant to section 5.4 of the organization's bylaws, both mhcs and commonspirit health (mhcs's sole corporate member) have reserved powers as outlined in the commonspirit health governance matrix. Pursuant to the governance matrix the following rights are held by the mhcs board: - approve members of the memorial health care system foundation, inc. ("mhcsf") board - amendment of the corporate documents of mhcsf - approve removal of a member of the governing body of mhcsf - adoption of long range and strategic plans for mhcsf the following rights are reserved to the commonspirit health board directly or through powers delegated to the commonspirit health chief executive officer: - substantial change in the mission or philosophy of mhcsf - removal of a member of the governing body of mhcsf - approval of issuance of debt by mhcsf - approval of participation of mhcsf in a joint venture - approval of formation of a new corporation by mhcsf - approval of a merger involving the mhcsf - approval of the sale of all or substantially all of the assets of mhcsf - to require the transfer of assets by mhcsf to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. Pursuant to section 5.5.2 of the organization's bylaws, mhcs or commonspirit health may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and its president and the chief executive officer of the organization, recommend such other or different actions as it deems appropriate. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“For fy 2024, the form 990 will undergo the following review process: the memorial health care system foundation, inc. (the foundation) form 990 is reviewed by the vp/chief development officer of the foundation and the cfo of memorial health care system, inc. The form 990 is then presented to the foundation board prior to filing with the internal revenue service. After presentation to the board, the tax department files the return with the appropriate federal and state agencies, making any nonsubstantive changes necessary to effect e-filing. Any such changes are not resubmitted to the board.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - employed physicians and advanced practice providers - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict-of-interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict-of-interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org.”

“I. Mission memorial health care system foundation (the foundation) was founded in january 2001 to raise awareness and funds exclusively for chi memorial health care system (memorial), a tax-exempt health care system. The mission of common spirit health and memorial health care system is to make the healing presence of god known in our world by improving the health of the people we serve, especially those who are vulnerable, while we advance social justice for all. The funds raised by the foundation allow memorial to extend its mission of medical excellence further into the community. The foundation has a governing board composed of community representatives that represent the diverse populations within the greater chattanooga area. Ii. Community benefit in fy 2024, the foundation raised funds through special events, annual giving, major gifts, planned giving, corporate/foundation grants and capital campaigns to fund capital equipment, provide medical services to underserved populations, support community outreach programs, scholarships to students pursuing healthcare careers, and an endowment fund. In fy 2024, the foundation raised $9.61 million for these purposes and disbursed $3.58 million to support memorial health care system nonprofit health care services. Since its inception, the foundation has raised $74.31 million and disbursed $52.48 million to support memorial health care system's mission. Community services have always been a significant part of the memorial healthcare system. Each year, services and programs offered to the community are evaluated and expanded to promote both increased access to healthcare and healthier communities. To enhance the health status of chattanoogans, memorial focuses on the whole person including the person's spiritual, emotional, and physical well-being. Highlighted below are some of the programs or capital expenditures that have been made possible through funding from the foundation. * rees skillern cancer institute in honor of the donor's son's wishes, who battled cancer for many years and received much of his treatment at memorial hospital, a generous donation of $3 million was given to the foundation to help advance cancer care in the local chattanooga community. This generous gift funded three highly specialized services that were not currently available in the chattanooga region. High risk genetic counseling, a multi-disciplinary resource for adult cancer survivors, and greater access to the latest treatments in cancer. The high-risk survivorship clinic was designed and built in fy14 and began treating patients in fy15. The contribution also funded an interior and exterior renovation of the newly named rees skillern cancer institute. Additional gifts have been made by the skillern family to continue to support cancer services including the addition of treatment for brain tumors. * buz standefer lung center through donations, memorial health care system has created a world-class lung center that revolutionizes care for our region. Lung diseases, including lung cancer, are some of the most debilitating and frightening of all medical issues. The lung center allows patients suffering from emphysema, asthma lung cancer, pulmonary fibrosis, and other pulmonary diseases to seek care from pulmonary medicine experts in an environment that diminishes anxiety and fear, allowing the patient and family to be embraced by a team of people who are focused on their specific needs. The lung center at memorial aspires to be the ultimate regional epicenter for lung health, providing the most comprehensive care available. Smoking remains the highest risk factor for lung disease. Within our region, smoking rates range from 20% in hamilton county to 30% in catoosa county. One in four tennesseans smoke, and smoking is responsible for 87% of lung cancers. As a result, every county in our region exceeds the national rates for lung cancer mortality rates. Through the creation of the new lung center, memoria”

“* mary ellen locher breast center the foundation assists the hospital in obtaining grants to fund breast services and education to underserved women. Through philanthropic support, the foundation has purchased two mobile mammography units, enabling us to reach women in outlying communities since march of 2005. Since that time, more than 84,000 mammograms have been provided on the mobile mammography coaches, many of which have been funded through the grants and the tn breast and cervical care program. In 2019, funds were raised to purchase a new mobile mammography coach to replace the first one which had reached the end of its life. The new coach offers 3-d mammography as well as cervical cancer screening capability. In fy12, the hurlburt foundation provided their first grant of $35,000 to assist with funding pap smears and mammograms for underserved women on the mobile coach. After demonstrating how we were able to use those funds to serve underserved women, they have provided additional grants totaling almost $2 million to provide cancer screening services and patient support throughout the region. In fy24 of the women participating in the outreach breast cancer screening programs, 14 of these women were diagnosed with breast cancer. All women are provided breast screening services regardless of their ability to pay through memorial health care system. The grants we discussed above only cover a portion of the costs incurred by the hospital to provide breast related services. The rest of the cost is covered through hospital funds as a community benefit. The foundation's support of the hospital allows the hospital to provide more community benefit programs than they would otherwise be able to provide. Once diagnosed with cancer and in treatment we continue offering support to our uninsured and underserved women by providing newly diagnosed patients education and navigation through treatment, mastectomy products and accessories to look your best when experiencing the side effects of treatment with hair loss at no cost. Hand-made hats and heart shaped pillows are donated from community organizations and women's groups. We accept gently used wigs and mastectomy products clean them and offer them to ladies who otherwise don't have access. The foundation continues to raise funds to purchase new equipment and provide care for all patients served by the multiple mary ellen locher breast center sites and mobile units. * cancer resource center memorial hospital has developed a program to help cancer patients and their families cope, offering them the latest information about cancer care. Whether you have just been diagnosed or have a family member with cancer, the oncology professionals at the cancer resource center can answer your questions or help you understand your options regardless of where you go for treatment. You can learn about nutrition during treatment, financial resources, screening opportunities, the most current clinical trials, and support groups and seminars offered to patients, family, and friends. The cancer resource center also offers professionally led support groups, and we care weekend, an annual family retreat for newly diagnosed cancer patients. None of the services are billed to the patient and few qualify for insurance reimbursement. In fy24, the cost of this program was $1.5 million. Donations for cancer resource center help offset these costs. In fy24, a complimentary weekly program for recently diagnosed cancer patients began. Living well with cancer is an introduction and tour of support and treatment services available to mhcs patients. Logistics, such as parking, appropriate entrance for services, food service, and location of the chapel and outpatient pharmacy are addressed. Each participant determines their stress level and then meets a social worker to discuss stress. They also meet oncology nutritionists, nurse educators and the oncology chaplain. Patients participate in a stress management exercise,”

“Payments to vendors for entities that are part of commonspirit health are made by commonspirit health. Therefore, no forms 1099 are issued by memorial health care system foundation. Commonspirit health files the forms 1099 and complies with the backup withholding rules for reportable payments to vendors and game winnings. The forms 1099 issued on behalf of memorial health care system foundation are reported to the irs.”

“Consulting: program service expenses 0. Management and general expenses 106,000. Fundraising expenses 0. Total expenses 106,000. Contract services: program service expenses 0. Management and general expenses 397,899. Fundraising expenses 0. Total expenses 397,899. Purchased services: program service expenses 0. Management and general expenses 0. Fundraising expenses 24,973. Total expenses 24,973.”