Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
HENNEPIN FACULTY ASSOCIATES
Employer identification number
41-1461900
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2010.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2009.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2009.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
21,679,079
21,878,278
24,499,741
27,460,888
27,346,499
122,864,485
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
97,512,374
99,521,524
108,265,476
110,365,031
106,786,616
522,451,021
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
119,191,453
121,399,802
132,765,217
137,825,919
134,133,115
645,315,506
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
0
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
3,932,431
3,808,953
3,855,785
5,154,344
5,973,864
22,725,377
c
Add lines 7a and 7b..
3,932,431
3,808,953
3,855,785
5,154,344
5,973,864
22,725,377
8
Public Support (Subtract line 7c from line 6.)
622,590,129
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
9
Amounts from line 6...
119,191,453
121,399,802
132,765,217
137,825,919
134,133,115
645,315,506
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
1,603,354
1,818,719
571,320
550,398
517,111
5,060,902
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
1,603,354
1,818,719
571,320
550,398
517,111
5,060,902
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
513,994
438,069
454,855
408,631
664,193
2,479,742
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
121,308,801
123,656,590
133,791,392
138,784,948
135,314,419
652,856,150
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f))
.........
15
95.360 %
16
Public support percentage from 2009 Schedule A, Part III, line 15
...............
16
95.620 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f))
......
17
0.780 %
18
Investment income percentage from 2009 Schedule A, Part III, line 17
.............
18
0.920 %
19a
33 1/3% support tests—2010.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2009.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2010
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
HENNEPIN FACULTY ASSOCIATES
Employer identification number
41-1461900
Identifier
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 6
THE MEMBERSHIP OF HFA IS DEFINED IN THE BY-LAWS AS FOLLOWS. THE MEMBERS OF THIS CORPORATION WITH VOTING RIGHTS SHALL CONSIST OF THE PERSONS FROM TIME TO TIME DESIGNATED AS SUCH BY THE BOARD OF DIRECTORS. THERE SHALL BE NO LIMIT UPON THE NUMBER OF VOTING MEMBERS OF THIS CORPORATION, BUT EACH VOTING MEMBER SHALL BE LICENSED TO RENDER A KIND OF PROFESSIONAL SERVICE WHICH THIS CORPORATION IS AUTHORIZED TO RENDER PURSUANT TO ANY APPLICABLE LAW. ONLY THOSE MEMBERS OF THIS CORPORATION WHO DEVOTE FIFTY PERCENT OR MORE OF THEIR TIME ENGAGED IN PROFESSIONAL ACTIVITIES TO ACTING ON BEHALF OF THIS CORPORATION IN THE DISCHARGE OF THIS CORPORATION'S DUTIES, RESPONSIBILITIES AND FUNCTIONS SHALL BE ELIGIBLE TO VOTE IN THE SELECTION OF DIRECTORS. THOSE PROVIDING PROFESSIONAL SERVICES AS DESCRIBED ABOVE CONSTITUTE THE SOLE CLASS OF MEMBERS OF HFA. MEMBERS HAVE ONLY VOTING RIGHTS AND HAVE NO ECONOMIC INTERESTS AS MEMBERS OF THE CORPORATION.
FORM 990, PART VI, SECTION A, LINE 7A
THOSE PROVIDING PROFESSIONAL SERVICES AS DESCRIBED IN LINE 6 CONSTITUTE THE SINGLE CLASS OF MEMBERS. MEMBERS OF THE ORGANIZATION HAVE THE RIGHT TO VOTE FOR EIGHT DIRECTORS OF THE GOVERNING BODY.
FORM 990, PART VI, SECTION A, LINE 7B
THOSE PROVIDING PROFESSIONAL SERVICES AS DESCRIBED IN LINE 6 CONSTITUTE THE SINGLE CLASS OF MEMBERS. MEMBERS OF THE ORGANIZATION HAVE THE RIGHT TO APPROVE ANY AMENDMENTS TO THE CORPORATE BY-LAWS. BY LAW, THE MEMBERS' APPROVAL IS ALSO REQUIRED FOR AMENDMENT OF THE ARTICLES OF INCORPORATION, MERGER OR DISSOLUTION OF THE CORPORATION, OR TRANSFER OF SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS.
FORM 990, PART VI, SECTION B, LINE 11
FORM 990 IS PREPARED AND INITIALLY EXAMINED BY THE FINANCE DEPARTMENT. THE FORM IS THEN REVIEWED BY THE HFA PRESIDENT FOLLOWED BY REVIEWS BY BOTH LEGAL COUNSEL AND OUTSIDE AUDITORS. THE FINAL FORM IS SUBMITTED TO THE EXECUTIVE COMMITTEE FOR THEIR REVIEW AND FORWARDED TO THE BOARD OF DIRECTORS FOR FINAL APPROVAL.
FORM 990, PART VI, SECTION B, LINE 12C
THE BOARD'S CONFLICT OF INTEREST POLICY IS PART OF AN ONLINE DISCLOSURE PROCESS FOR ALL HFA MEMBERS EQUAL TO OR GREATER THAN 0.5 FTE. IN ACCORDANCE WITH TWO BOARD POLICIES APPROVED JULY 2008, EACH MEMBER PHYSICIAN MUST DISCLOSE: 1. CERTAIN FINANCIAL RELATIONSHIPS THAT COULD POTENTIALLY BE VIEWED AS CONFLICTS OF INTEREST (GENERALLY THOSE VALUED AT $10,000 OR MORE). 2. NON-HFA CLINICAL ACTIVITY. 3. FOR BOARD MEMBERS ONLY, ADDITIONAL DISCLOSURES AS NECESSARY RELATED TO THE BOARD'S CONFLICT OF INTEREST POLICY. BOARD MEMBERS GO TO AN INTRANET SITE TO ACCESS THE BOARD POLICY TO REVIEW IT, AND THEN THEY COMPLETE THE ACKNOWLEDGEMENT AND DISCLOSURE ONLINE. THE INTRANET DISCLOSURE SITE TRACKS EACH BOARD MEMBER'S RESPONSE AND DATE-STAMPS IT. THE DIRECTOR OF QUALITY REVIEWS SUBMISSIONS TO ENSURE ALL BOARD MEMBERS HAVE COMPLETED THE DISCLOSURE FORM. IF A BOARD MEMBER LISTS A POTENTIAL CONFLICT OF INTEREST, THAT INFORMATION IS FORWARDED TO THE CEO FOR HIS REVIEW AND POSSIBLE ACTION. IF THE EVALUATION OF AN INDIVIDUAL'S DISCLOSURE DETERMINES THAT A CONFLICT OF INTEREST EXISTS, AN ACTION PLAN MUST BE DEVELOPED TO MANAGE THE CONFLICT AND MITIGATE HFA'S AND THE INDIVIDUAL'S RESPECTIVE RISKS. THE ACTION PLAN COULD INVOLVE A NUMBER OF MEASURES, INCLUDING BUT NOT LIMITED TO: 1. FULL DISCLOSURE OF SIGNIFICANT FINANCIAL CONFLICTS OF INTEREST TO THE APPROPRIATE DECISION-MAKING BODY(IES). 2. DEPARTMENTAL OR DIVISIONAL OVERSIGHT/MONITORING OF THE ACTIVITY. 3. DIVESTITURE OF THE EQUITY SHARE. 4. LIMITED (NON-PI) ROLE IN A CONFLICTED RESEARCH STUDY. 5. RECUSAL FROM THE AFFECTED ACTIVITY. RESTRICTIONS FOR THE MEMBER WITH A CONFLICT OF INTEREST WOULD BE ADDRESSED IN THE ACTION PLAN.
FORM 990, PART VI, SECTION B, LINE 15
THE ELECTED OFFICERS ARE THE SECRETARY AND TREASURER. THE BYLAWS REQUIRE THAT THESE POSITIONS BE SELECTED FROM THE VOTING MEMBERSHIP OF THE BOARD OF DIRECTORS. THE INDIVIDUALS ARE PHYSICIANS, EMPLOYEES OF THE CORPORATION AND HOLD FULL TIME POSITIONS IN THEIR MEDICAL/SURGICAL DEPARTMENTS. COMPENSATION FOR THE ELECTED OFFICERS ALONG WITH THE REST OF THE PHYSICIAN STAFF IS DETERMINED BY THE RELEVANT DEPARTMENTAL COMPENSATION PLAN AND REVIWED BY THE COMPENSATION COMPLIANCE COMMITTEE (CCC). THE CHARTER FOR THE CCC IS AS FOLLOWS: - THE COMMITTEE IS RESPONSIBLE FOR ENSURING THAT HFA DOES NOT ENGAGE IN ANY EXCESS BENEFIT TRANSACTIONS WITH RESPECT TO PHYSICIAN COMPENSATION. "PHYSICAN COMPENSATION" MEANS BASE AND VARIABLE COMPENSATION. "PHYSICIANS" MEANS HFA MEMBERS AS DEFINED BY HFA BYLAWS AND INCLUDES DEPARTMENT CHIEFS AND DOES NOT INCLUDE APPOINTED OFFICERS. - IN EXECUTING ITS RESPONSIBILITIES, THE COMMITTEE WILL ESTABLISH POLICIES AND PROCEDURES TO ENSURE THAT PHYSICIAN COMPENSATION DOES NOT EXCEED WHAT IS REASONABLE COMPENSATION IN EACH CASE, IN LIGHT OF APPLICABLE IRS REGULATIONS. THE POLICIES AND PROCEDURES WILL BE DESIGNED TO TAKE ADVANTAGE OF THE "REBUTTABLE PRESUMPTION" PROVISION OF THE REGULATIONS WHENEVER REASONABLY POSSIBLE. - THE COMMITTEE IS ACCOUNTABLE TO THE HFA BOARD OF DIRECTORS AND WILL REPORT AT LEAST ANNUALLY ON THE ACTIVITIES AND FINDINGS OF THE COMMITTEE. - ALL PROCESSES, POLICIES, AND PROCEDURES ESTABLISHED BY THE COMMITTEE WILL REQUIRE APPROVAL OF THE BOARD OF DIRECTORS. - THE COMMITTEE WILL HAVE DIRECT ACCESS TO HFA LEGAL COUNSEL AND ANY OTHER RESOURCES IT DEEMS NECESSARY. THE CCC MAINTAINS POLICIES AND PROCEDURES WITH RESPECT TO: (I) DEFINITION OF MARKET FOR INITIAL SCREENS USING EXTERNAL SURVEY DATA; (II) REVIEW OF INDIVIDUALS EXCEEDING THE INITIAL SCREEN; (III) AND DETERMINATION OF REASONABLE COMPENSATION. THE CCC KEEPS MINUTES AND PREPARES AN ANNUAL REPORT TO THE BOARD OF DIRECTORS. COMPENSATION FOR THE SENIOR APPOINTED OFFICERS (CHAIR/CEO, PRESIDENT/COO/CFO, AND SENIOR VICE PRESIDENT) IS DETERMINED BY THE EXECUTIVE COMMITTEE (EC) OF THE BOARD OF DIRECTORS. THESE POSITIONS ARE FULL TIME ADMINISTRATIVE EMPLOYEES OF THE CORPORATION. THEY MAY OR MAY NOT BE PHYSICIANS. PHYSICIAN EMPLOYEES USUALLY CONTINUE TO PRACTICE MEDICINE IN ADDITION TO THEIR ADMINISTRATIVE RESPONSIBILITIES. THESE POSITIONS REPORT TO THE EC AND THEIR COMPENSATION IS DETERMINED AS PART OF THE PERFORMANCE REVIEW PROCESS. THE EC USES MARKET DATA AND CONSULTANTS AS NECESSARY. THE DELIBERATIONS AND ACTIONS OF THE EC ARE INCORPORATED INTO THE PERMANENT MINUTES.
FORM 990, PART VI, SECTION C, LINE 19
THE ORGANIZATION DOES NOT ROUTINELY PROVIDE THIS INFORMATION BUT WOULD ENTERTAIN REQUESTS FROM MEMBERS OF THE PUBLIC.
CHANGES IN NET ASSETS OR FUND BALANCES:
FORM 990, PART XI, LINE 5:
CHANGE IN TEMPORARILY RESTRICTED NET ASSETS: CONTRIBUTION 27,200. INVESTMENT INCOME 28,050. AND UNREALIZED GAIN ON INVESTMENTS 125,284. TOTAL TO FORM 990, PART XI, LINE 5: 180,534.
FORM 990, PART VI, SECTION B, LINE 16A
HFA IS CO-OWNER, AS TENANT IN COMMON, OF A PARKING RAMP FACILITY ADJACENT TO ITS PRIMARY OFFICES. HFA OWNS A 50% INTEREST AND THE TWO UNRELATED NON-EXEMPT PARTIES COLLECTIVELY OWN THE OTHER 50%. AN OWNERSHIP AGREEMENT AMONG THE CO-OWNERS SETS FORTH THE PARTIES' RIGHTS AND OBLIGATIONS AS TENANTS IN COMMON.
COMPENSATION NOTE:
FORM 990, PART VII
ALL OF THE COMPENSATED DIRECTORS ARE PHYSICIANS AND THEIR COMPENSATION IS RECEIVED IN THAT CAPACITY, NOT AS DIRECTORS.
INDEPENDENT VOTING MEMBERS
FORM 990, PART I, LINE 4 & FORM 990, PART VI, SECTION A, LINE 1B
HFA DOES NOT HAVE INDEPENDENT VOTING MEMBERS OF ITS GOVERNING BODY BECAUSE IT IS A PROFESSIONAL PHYSICIAN ORGANIZATION WHICH DERIVES ITS REVENUES FROM PROGRAM SERVICS AND DOES NOT SOLICIT OR RECEIVE CONTRIBUTIONS FROM INDIVIDUAL DONORS. THE BOARD IS MADE UP OF APPOINTED AND ELECTED MEMBERS OF THE ORGANIZATION.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.