Medhealth

“Line 15A is answered no in accordance with the IRS instructions. The organization does not compensate the CEO; all compensation reported is from a related entity.”

“Line 15B is answered no in accordance with the IRS instructions. Though the organization compensates the Treasurer and Secretary, all compensation decisions are made by the sole member, Methodist Hospitals of Dallas which conducts the following process: An outside firm is engaged to conduct a compensation study, which includes comparability data, every two years. The study was most recently conducted in fiscal year 2024. The results of the most recent study were analyzed in fiscal year 2024 by the CEO who will propose fiscal year 2025 merit and bonus/incentive compensation for Officers, Executive Vice Presidents, and Senior Vice Presidents to the independent Board's Compensation Committee for review and approval. The committee contemporaneously reviews and deliberation annually in December.”

“MedHealth's sole member and parent organization is Methodist Hospitals of Dallas, a 501(c)(3) hospital.”

“MHS, as the sole member of Medhealth, has the right to elect or remove board members.”

“Methodist Hospitals of Dallas D/B/A Methodist Health Systems is the sole member of Medhealth and has certain reserve powers over MedHealth to insure that its operations are consistent with the tax-exempt purpose and mission of both organizations. PER THE BYLAWS, WHILE THE AFFAIRS OF THE CORPORATION SHALL BE MANAGED BY ITS BOARD OF DIRECTORS, NO ACTION MAY BE TAKEN BY THE BOARD OF DIRECTORS WITH RESPECT TO ANY OF THE SUBJECTS INDICATED BELOW, AND THE AUTHORITY TO ACT WITH RESPECT TO THE SUBJECTS INDICATED BELOW SHALL BE RESERVED EXCLUSIVELY TO THE MEMBER OF THE CORPORATION. - adoption, amendment or interpretation of any statement of mission, philosophy, role, or purpose of the Corporation - election or removal of directors of the Corporation - alteration, amendment or repeal of these Bylaws or the adoption of new bylaws - amendment or repeal of the Corporation's Articles of Incorporation - merger, consolidation, reorganization, or dissolution of the Corporation - sale, lease, exchange or other disposition of all or substantially all of the assets of the Corporation - selection or change of the Corporation's auditor(s) - adoption or amendment of any capital or operating budget of the Corporation - acquisition, sale, lease (whether as lessor or lessee), mortgage, pledge, hypothecation, transfer, or other encumbrance or alienation of real property of the Corporation, and of personal property of the Corporation when such transaction is in excess of $1,000 - settlement of any claim or litigation involving the Corporation or any person who may be entitled to indemnification by the Corporation with respect to such claim or litigation or who may be covered by the Corporation's insurance with respect to such claim or litigation - any action required of the Corporation to obtain or maintain tax-exempt status under Section 501(c)(3) of the Code, or the corresponding provision or provisions of any subsequent Code, or to comply with any applicable law”

“There was no committee with the authority to act on behalf of the governing body.”

“THE FORM 990 IS PREPARED BY An outside PUBLIC ACCOUNTING FIRM. DURING THE RETURN PREPARATION AND REVIEW PROCESS, THE PUBLIC ACCOUNTING FIRM COLLABORATES WITH THE ORGANIZATION'S FINANCE, HUMAN RESOURCES, ACCOUNTING, LEGAL, CORPORATE COMPLIANCE, AND TREASURY FOR ASSISTANCE IN PREPARING A COMPLETE AND ACCURATE RETURN. UPON COMPLETION THE RETURN IS REVIEWED WITH THE REPORTING ORGANIZATION'S APPLICABLE SENIOR FINANCIAL OFFICER PRIOR TO FILING.”

“Methodist Hospitals of Dallas facilitates the conflict of interest disclosure process for itself and its affiliates. Each affiliate organization is subject to the conflict of interest policy and its procedures, as described herein. ANNUALLY, EACH DIRECTOR, OFFICER, AND TRUSTEE SHALL COMPLETE AND SUBMIT A CONFLICTS OF INTEREST DISCLOSURE FORM TO THE BOARD OF DIRECTORS, DISCLOSING ANY FINANCIAL INTERESTS AND EXTERNAL LOYALTIES. DURING THE YEAR, EACH DIRECTOR, OFFICER, OR TRUSTEE SHALL DISCLOSE ANY FINANCIAL INTEREST OR EXTERNAL LOYALTY, ORALLY OR IN WRITING, WHEN HE OR SHE BECOMES AWARE THAT A RELATED CONTRACT, TRANSACTION OR OTHER RELEVANT DECISION IS UNDER CONSIDERATION OR THAT A FINANCIAL INTEREST OR EXTERNAL LOYALTY HAS NOT BEEN DISCLOSED. EACH DIRECTOR, OFFICER, AND TRUSTEE SHALL SEEK AND ACCEPT RESOLUTION OF ANY CONFLICTS OF INTEREST ARISING FROM FINANCIAL INTERESTS OR EXTERNAL LOYALTIES, TO THE SATISFACTION OF THE BOARD OF DIRECTORS. IN THE EVENT OF ANY FINDING THAT POTENTIAL CONFLICT OF INTEREST ISSUES ARE PRESENT, THE ISSUE(S) ARE REPORTED TO THE BOARD CHAIRMAN AND THE AUDIT & CORPORATE OVERSIGHT COMMITTEE ("AUDIT COMMITTEE") CHAIR, TOGETHER WITH A RECOMMENDED RESOLUTION FOR THE POTENTIAL CONFLICT. THE BOARD CHAIR AND AUDIT COMMITTEE MAY APPROVE THE PROPOSED RESOLUTION OR EITHER MAY RECOMMEND FURTHER MEASURES. EITHER THE BOARD CHAIRMAN OR THE AUDIT COMMITTEE MAY REFER AN ISSUE TO THE FULL AUDIT COMMITTEE FOR FURTHER REVIEW AND ACTION. A DIRECTOR, OFFICER, OR TRUSTEE WHO HAS, OR WHOSE RELATIVE HAS, PRIVATE INTERESTS OR RELATIONSHIPS THAT MIGHT CONSTITUTE A FINANCIAL INTEREST OR AN EXTERNAL LOYALTY HAS AN AFFIRMATIVE DUTY TO (A) DISCLOSE THE FACTS ON THE FINANCIAL INTEREST OR EXTERNAL LOYALTY TO THE BOARD OF DIRECTORS; (B) REQUEST A DETERMINATION BY THE BOARD OF DIRECTORS ON WHETHER THE FACTS DISCLOSED RAISE QUESTIONS OF ACTUAL OR APPARENT POTENTIAL CONFLICTS OF INTEREST; (C) RESOLVE TO THE BOARD'S SATISFACTION ANY ISSUE RAISED BY FINANCIAL INTERESTS OR EXTERNAL LOYALTIES IN THE EVENT THE BOARD THEN OR LATER DEEMS THEM TO BE POTENTIAL CONFLICTS OF INTEREST; AND (D) NOT VOTE ON OR OTHERWISE PARTICIPATE IN MHS'S DECISIONS ON CONTRACTS, TRANSACTIONS, OR RELATIONSHIPS THAT AFFECT FINANCIAL INTERESTS OR EXTERNAL LOYALTIES.”

“The governing documents, conflict of interest policy, and financial statements are available upon request at the corporate offices.”

“Other Purchased Services - Total Expense: 3759084, Program Service Expense: 2956143, Management and General Expenses: 802941, Fundraising Expenses: 0; Medhealth management and information services - Total Expense: 14985603, Program Service Expense: 11784678, Management and General Expenses: 3200925, Fundraising Expenses: 0; Billing Fees - Total Expense: 8437601, Program Service Expense: 6635330, Management and General Expenses: 1802271, Fundraising Expenses: 0; Referral Services - Total Expense: 443000, Program Service Expense: 348375, Management and General Expenses: 94625, Fundraising Expenses: 0;”