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
St Joseph's Community Care Inc
Employer identification number
59-3152608
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)
No
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
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
(1)
St Joseph's Hospital Inc
590774199
03
Yes
2,216,067
Total
2,216,067
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.") .
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......
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.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
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.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
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...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
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.).
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
16
Public support percentage from 2009 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2009 Schedule A, Part III, line 17
.............
18
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
St Joseph's Community Care Inc
Employer identification number
59-3152608
Identifier
Return Reference
Explanation
Part VI
Form 990, Part VI, Question 2 - Description of Family and Business Relationship Isaac Mallah, Lorraine Lutton, Mark Vaaler and Cathy Yoder are board members of the organization, as well as board members of a taxable entity, which is an affiliate of the filing organization. Form 990, Part VI, Question 6 - Description of Classes of Members or Stockholders The sole member of St. Joseph's Community Care is St. Joseph's Health Care Center, Inc. Form 990, Part VI, Question 7a - Description of Classes of Persons and the Nature of Their Rights The sole member, St. Joseph's Health Care Center, Inc., elected the Board of Directors of St. Joseph's Community Care, Inc. Form 990, Part VI, Question 7b - Descr Classes of Persons, Decisions Requiring Appr & Type of Voting Rights The taxpayer is a Participant, as defined in the Second Restated Joint Operating Agreement dated as of May 23, 2006, as amended (the "JOA"). Under the JOA, BayCare health System, Inc. is responsible for the operations of the Participants. The JOA Participants include the taxpayer and other hospitals and non-hospital organizations. Notice of the JOA was previously provided to the Internal Revenue Service by letter dated July 1, 1997. Member Reserved Rights. The Member reserves to itself in its capacity as the Corporate Member of the Corporation the following two categories of actions: Class I Members Reserved Rights and Class II Members Reserved Rights. A. Class I Member Reserved Rights. 1. Addition, deletion or reconfiguration of services of the Corporation. 2. Establishment of overall capital and operating budgets and strategic plans applicable to the Corporation, including the use of the funds of the Corporation. 3. Exclusive authority to enter into managed care contracts on behalf of the Corporation. 4. Approval of contracts on behalf of the Corporation (but the Class I Member may establish policies from time to time providing that only specific types of contracts or contracts involving obligations in excess of specified levels need to be approved by the Class I Member). 5. Authority to establish fees and charges on behalf of the Corporation. 6. Determination of whether the Corporation should join any networks or alternative or integrated delivery systems. 7. Establishment of employment and other policies applicable to all personnel employed by the Corporation. 8. Approval of the philosophy, mission statement and purposes of the Corporation. 9. Approval of changes in the Articles of Incorporation or in the Bylaws of the Corporation. 10. Approval of the merger, consolidation, dissolution, sale or other transfer of substantially all assets of the Corporation, or other change in corporate form, causing a fundamental reorganization of the Corporation. 11. Approval of the incurrence of indebtedness by the Corporation above certain limits established by the Class I Member. 12. Approval of the establishment of additional affiliates or subsidiaries of the Corporation. 13. Adoption of strategic plans or major changes in programs or services of the Corporation. 14. Approval of the purchase, sale, transfer, or other encumbrance of assets of the Corporation above specified levels established by the Class I Member. B. Class II Member Reserved Rights. 1. Approval of the philosophy, mission statement and purposes of the Corporation. 2. Approval of the merger, consolidation, dissolution, sale or other transfer of substantially all assets of the Corporation, or other change in corporate form, causing a fundamental reorganization of the Corporation. 3. Approval of any sale, long term lease, mortgage, encumbrance or disposition of property of the Corporation constituting an 'alienation' under principles of canon law. 4. Approval of matters relating to the implementation of and compliance with the Ethical and Religious Directives for Catholic Health Care Services, as the same my be revised from time to time. 5. Approval of substantive changes in the Articles of Incorporation of the Corporation and these Bylaws (provided that prior notice of any change in the Articles of Incorporation of the Corporation or these Bylaws shall be provided to Franciscan Sisters of Allegany Health System, Inc. ("FSASHI") and, if such change, as a result of FSASHI being a Catholic entity, must be approved by the members of FSAHSI, such change, regardless of whether it is substantive as a matter of civil law, shall be subject to the approval of FSASHI). 6. With regard to any assets of the Corporation no longer required in the operations of the Corporation, approval of any sale or other disposition of any assets not in the ordinary course which have a value in excess of $3 million, and with regard to all other assets of the Corporation used in the operations of the Corporation, approval of any sale or other disposition of such assets not in the ordinary course (but the foregoing is not intended to limit any transfer of the location of the assets from the Corporation to another entity in connection with a duly authorized reconfiguration of services). 7. The determination of the distribution of assets upon dissolution or liquidation of the Corporation. Form 990, Part VI, Question 11b - Describe the Process used by Management &/or Governing Body to Review 990 The Form 990 is prepared by the organization and reviewed by the CFO, as well as the organization's paid preparer. A final copy of the Form 990 was reviewed by a subcommittee of the Board of Directors. Prior to filing with the IRS, a final copy of the Form 990 will be made available to the entire Board. Form 990, Part VI, Question 12c - Description of Process to Monitor Transactions for Conflicts of Interest St. Joseph's Community Care, Inc. and related organizations have a conflict of interest policy that relates to Board members, physician employees and administrative staff. These groups are required on an annual basis to complete, sign and file an annual disclosure statement detailing existing or potential conflicts of interests. An Interested Trustee, Director, Committee Member, or Officer shall not vote, participate, influence, or attempt to influence any proceedings reviewing a contract or transaction involving said Interested Person, immediate family member, business associate or firm of said Interested Person, although the Interested Person may respond to questions posed by the Board of Directors regarding the contract or transaction. After disclosure of the financial interest and all material facts, and after any discussion with the Interested Person, he or she shall leave the board or committee meeting while the determinations of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. The procedures for addressing the conflict of interest are as follows: a) An Interested Person may make a presentation at the board or committee meeting, but after such presentation he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that result in the conflict of interest. b) The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. c) After exercising due diligence, the board or committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. d) If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested members whether the transaction or arrangement is in the Corporation's best interest and for its own benefit, and whether the transaction or arrangement is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
Part VI and Part VII
Form 990, Part VI, Question 15a& 15b - Offices & Positions for Which Process was Used, & Year Process was Begun The organization uses an independent compensation committee, appointed by the Board of Directors. The Compensation Committee's purpose is to provide oversight for the organization's executive compensation program, review and approve compensation and benefits for all "disqualified persons" subject to the Intermediate Sanctions regulations issued under Section 4958 of the Internal Revenue Code (including the Chief Executive Officer, Chief Administrative Officer & CFO, other system and entity executives, and other disqualified persons as defined in the Intermediate Sanctions regulations (i.e., voting members of the governing body, family members, former officers)), and establish the compensation philosophy for all other executives. This committee engages nationally recognized compensation consultants to assist them in review of executive compensation. The compensation consultants provide a review of each vice president and above in the system to determine if that employee's compensation is reasonable when compared against market standards. The data reviewed comes from compensation studies that include comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations. The organization keeps contemporaneous minutes of the compensation committees meetings and decisions. External consultants review compensation every other year, the last review occurring in 2009, but the compensation committee regularly monitors compensation and all other procedures are followed annually. Form 990, Part VI, Question 19 - Avail of Gov Docs, Conflict of Interest Policy, & Fin Stmts to Gen Public St. Joseph's Community Care, Inc. does not make its governing documents, conflict of interest policy or financial statements available to the public. Form 990, Part VII, Section A, Column B - Estimated hours worked by officers, directors, trustees, key employees, and highest compensated employees at related entities: Cathy Yoder - Franciscan Properties, Inc. - 1 Cathy Yoder - John Knox Village of Tampa Bay, Inc. - 1 Cathy Yoder - San Damiano Enterprises, Inc. - 1 Cathy Yoder - South Florida Baptist Hospital, Inc. - 1 Cathy Yoder - St. Joseph's Ancillary Services, Inc. - 1 Cathy Yoder - St. Joseph's Enterprises, Inc. - 1 Cathy Yoder - St. Joseph's Health Care Center, Inc. - 45 Cathy Yoder - St. Joseph's Hospital, Inc. - 1 Isaac Mallah - Franciscan Properties, Inc. - 1 Isaac Mallah - John Knox Village of Tampa Bay, Inc. - 1 Isaac Mallah - San Damiano Enterprises, Inc. - 1 Isaac Mallah - South Florida Baptist Hospital, Inc. - 1 Isaac Mallah - St. Joseph's Ancillary Services, Inc. - 1 Isaac Mallah - St. Joseph's Enterprises, Inc. - 1 Isaac Mallah - St. Joseph's Health Care Center, Inc. - 45 Isaac Mallah - St. Joseph's Hospital Foundation, Inc. - 1 Isaac Mallah - St. Joseph's Hospital, Inc. - 1 Lorraine Lutton - Franciscan Properties, Inc. - 1 Lorraine Lutton - San Damiano Enterprises, Inc. - 1 Lorraine Lutton - St. Joseph's Ancillary Services, Inc. - 1 Lorraine Lutton - St. Joseph's Enterprises, Inc. - 1 Lorraine Lutton - St. Joseph's Health Care Center, Inc. - 1 Lorraine Lutton - St. Joseph's Hospital, Inc. - 45 Mark Vaaler - Franciscan Properties, Inc. - 1 Mark Vaaler - San Damiano Enterprises, Inc. - 1 Mark Vaaler - St. Joseph's Ancillary Services, Inc. - 1 Mark Vaaler - St. Joseph's Enterprises, Inc. - 1 Mark Vaaler - St. Joseph's Health Care Center, Inc. - 45 Michael Aubin - St. Joseph's Health Care Center, Inc. - 45
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.