Hmh Physician Organization

“Memorial hermann hospital system (mhhs), also a texas nonprofit corporation, managed the operations of the related hospital through an operating agreement. Under the operating agreement, mhhs provided day-to-day operations management of the related hospital and the organization (hmh physician organization). The management agreement between mhhs and the related hospital expired on june 30, 2013. Management fees, expense reimbursements, and other amounts paid pursuant to this agreement for the years ended june 30, 2014 and 2013, was approximately $704,494 and $1,401,000, respectively. The following individual is reported in form 990, part vii, section a. His compensation under his employment with mhhs, an unrelated entity, for services to the hospital is as follows: shannon brown, ceo $ 95,537 per irs guidance, his compensation from mhhs is not reportable in form 990, part vii, section a.”

“Walker county hospital dba huntsville memorial hospital is the sole member of the hmh physicians organization.”

“Walker county hospital corporation dba huntsville memorial hospital as the sole member may approve or remove at any time any trustee from the board of trustees.”

“Walker county hospital corporation dba huntsville memorial hospital as the sole member has the power to alter, amend or repeal the articles of incorporation, and bylaws. The following matters shall require the approval of the member following consultation with the board of trustees: - annual operating and capital budgets; - material ($500) deviations from annual operations and capital budgets; - the purchase or acquisition of any property, real, personal, or mixed, by the corporation exceeding $500; - the sale, gift or other disposition of any property, real, personal, or mixed, by the corporation exceeding $500; - the mortgage or other encumbrance of any property, real, personal, or mixed by the corporation exceeding $500; - the merger, acquisition, liquidation, dissolution or consolidation of the corporation; - the creation of or investment in any subsidiary entity; - the settlement of claims or litigation; and - the approval and adoption of the salaries, compensation and other benefits to be paid to physicians employed by the corporation.”

“The detailed review of the form 990 is conducted by the organization following the preparation and review of the return by the organization's paid preparer. An electronic copy of the final form 990 is emailed to each board member prior to the filing with the irs.”

“The organization follows the conflict of interest disclosure process of its parent, walker county hospital corporation dba huntsville memorial hospital, which requires all officers, directors, key employees, highly compensated employees and other management officials ("covered persons") to disclose potential conflicts pursuant to the policy, a disclosure statement is circulated annually to covered persons in which the individual must disclose transactions that may result in a conflict. Covered persons are also encouraged to notify the board, appropriate management personnel, chief compliance office, general counsel, or the audit and compliance committee of the governing body as necessary. When necessary, the board chair or appropriate board committee may appoint a disinterested person(s) or committee to investigate the potential conflict of interest and recommend alternatives to the applicable transaction of arrangement or otherwise determine if the conflict can be resolved. If a more advantageous transaction or arrangement is not reasonably possible under the 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 best interest of the organization, and whether it is reasonable. The governing board or committee makes the decision as to whether to enter into the transaction or arrangement. Any member of the board operating under a conflict is not permitted to be present or otherwise participate in the vote on any matter to which the conflict relates. If the governing board or committee of the organization has reasonable cause to believe that a covered person has failed to disclose an actual or possible conflict of interest and after investigation the board or committee determines that the covered person failed to disclose a conflict of interest, the organization takes appropriate disciplinary or corrective action, which may include termination of the individual's membership, employment, or contract.”

“The organization follows the compensation policy of walker county hospital corporation dba huntsville memorial hospital, its sole member, which in turn follows the compensation policy of memorial hermann hospital system. Through a management agreement with the huntsville memorial hospital, mhhs manages day-to-day operations, including determining compensation of any officers and top management officials. Hmh also utilizes salary reviews and surveys for comparison when determining compensation of highly compensated employees.”

“The organization makes its governing documents, financial statements, and conflict of interest policy available at its administration office upon request.”

“The taxpayer has determined in good faith that the taxpayer does not have any activities generating unrelated business taxable income (as defined in irc $152 (a)) in the current year. Therefore, the taxpayer is not required to file any return other than form 990.”

“ROUNDING ADJUSTMENT 2.”