Attach to Form 990 or Form 990-EZ.
See separate instructions.| (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? |
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|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Yes | No | Yes | No | ||||
| Total | |||||||||
| 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. | ||||||
| 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). | ||||||






| 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.) | ||||||
| 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.). | ||||||




| Facts And Circumstances Test |
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| Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
|---|---|---|
| FORM 990, PART VI, SECTION A, LINE 4 | DURING 2010, SEVERAL CHANGES WERE MADE TO THE BYLAWS OF COMMUNITY HOSPITAL OF NOBLE COUNTY, INC. AND ARE AS FOLLOWS: ARTICLE V, SECTION 2 IS AS FOLLOWS: THE BOARD SHALL BE COMPOSED OF NO MORE THAN TWELVE (12) DIRECTORS, INCLUDING THE CHIEF OPERATING OFFICER OF THE CORPORATION OR HIS/HER DESIGNEE; THE PRESIDENT/CEO OF THE CORPORATE MEMBER OR HIS/HER DESIGNEE, AND THE PRESIDENT AND VICE PRESIDENT OF THE MEDICAL STAFF, WHO SHALL SERVE AS DIRECTORS BY VIRTUE OF THEIR OFFICES; AND UP TO EIGHT (8) COMMUNITY LEADERS, WHO SHALL BE SELECTED FROM THE SERVICE AREA OF THE CORPORATION. ALL DIRECTORS SHALL BE SELECTED FROM THOSE PERSONS WHO HAVE DEMONSTRATED AN ABILITY AND WILLINGNESS TO SERVE EFFECTIVELY IN THE DISCHARGE OF CORPORATE RESPONSIBILITIES AND WHO ARE ABLE AND WILLING TO SERVE AND WHO SATISFY THE CRITERIA FOR BOARD PARTICIPATION. CONSIDERATION SHOULD BE GIVEN TO PROMOTE DIVERSITY ON THE BOARD OF DIRECTORS. A MAJORITY OF THE BOARD OF DIRECTORS SHALL, AT ALL TIMES, BE CONSIDERED TO BE INDEPENDENT AS DEFINED BY THE INTERNAL REVENUE SERVICE. THE BOARD SHALL CONDUCT AN ORIENTATION SESSION FOR ALL NEW DIRECTORS AND CONTINUING EDUCATION SESSIONS REGARDING CURRENT TOPICS IN HEALTH CARE (INCLUDING MECHANISMS FOR DESIGNING, MEASURING, ASSESSING AND IMPROVING HOSPITAL PERFORMANCE) TO ASSIST ALL DIRECTORS IN THE DISCHARGE OF THEIR DUTIES. IT SHALL BE THE DUTY OF DIRECTORS TO ATTEND REGULAR, SPECIAL AND ANNUAL MEETINGS OF THE BOARD. WHEN VACANCIES ON THE BOARD OCCUR BY REASON OF DEATH, RESIGNATION, OR OTHERWISE, THE NUMBER OF DIRECTORS SHALL BE REDUCED BY SUCH VACANCIES UNTIL QUALIFIED REPLACEMENTS ARE ELECTED, AS SET FORTH IN ARTICLE V, SECTION 4. THE CHANGED PORTION AS NOW FINALIZED, OF ARTICLE V, SECTION 3 IS AS FOLLOWS: THOSE DIRECTORS WHO ARE COMMUNITY REPRESENTATIVES SHALL BE APPOINTED FOR A TERM OF THREE (3) YEARS AND UNTIL A SUCCESSOR HAS BEEN DULY APPOINTED AND QUALIFIED. THE BOARD OF DIRECTORS SHALL BE CLASSIFIED IN APPROXIMATELY EQUAL CLASSES OF CLASS 1, CLASS 2 AND CLASS 3. NO PERSON WHO IS A COMMUNITY REPRESENTATIVE, APPOINTED TO THE BOARD, SHALL BE ELIGIBLE FOR APPOINTMENT TO MORE THAN THREE (3) CONSECUTIVE THREE (3) YEAR TERMS. AFTER AN ABSENCE OF ONE (1) YEAR, SUCH PERSON SHALL BECOME ELIGIBLE FOR REAPPOINTMENT TO THE BOARD. TERMS SHALL COMMENCE ON JANUARY 1 OF EACH CALENDAR YEAR. IF A DIRECTOR BEGINS THEIR SERVICE MIDWAY THROUGH THE YEAR (JUNE 30TH) OR AFTER, THE DIRECTOR SHALL NOT BE DEEMED TO HAVE COMMENCED THE FIRST YEAR OF THEIR TERM UNTIL JANUARY 1 OF THE FOLLOWING YEAR. ARTICLE V, SECTION 4 IS AS FOLLOWS: IN THE EVENT THAT A VACANCY OCCURS IN THE BOARD FOR A REPRESENTATIVE FROM THE COMMUNITY, THE NOMINATING COMMITTEE SHALL NOMINATE A CANDIDATE FROM THE SERVICE AREA OF THE CORPORATION AND PRESENT THE NAME TO THE BOARD. THE BOARD SHALL SUBSEQUENTLY RECOMMEND TO THE CORPORATE MEMBER AN INDIVIDUAL FOR THE CONSIDERATION OF THE CORPORATE MEMBER. THE NEW DIRECTOR SHALL NOT SERVE FOR THE UNEXPIRED TERM OF THE DIRECTOR THAT IS REPLACED, BUT SHALL INSTEAD BEGIN THEIR OWN TERM ON THE BOARD. ANY CURRENT DIRECTOR THAT FILLED AN UNEXPIRED TERM OF THEIR PREDECESSOR PRIOR TO JANUARY 1, 2010, SHALL BE "GRANDFATHERED". ARTICLE V, SECTION 11 IS AS FOLLOWS: WHEN PERFORMING A FUNCTION OUTLINED IN THESE BYLAWS, IF ANY DIRECTOR HAS OR REASONABLY COULD BE PERCEIVED AS HAVING A CONFLICT OF INTEREST OR BIAS IN ANY WAY INVOLVING A PERCEIVED OR ACTUAL COMPETITIVE BUSINESS OR PERSONAL MATTER, THEN THE INDIVIDUAL WITH A CONFLICT SHALL NOT PARTICIPATE IN THE DISCUSSION OR VOTE ON THE ISSUE BEFORE THE BOARD AND SHALL BE EXCUSED FROM ANY MEETING DURING THAT TIME. HOWEVER, THE INDIVIDUAL MAY BE ASKED, AND MAY ANSWER, ANY QUESTIONS CONCERNING THE MATTER BEFORE LEAVING. WHERE THE CHAIR OF THE BOARD OF DIRECTORS IDENTIFIES A DIRECTOR WITH A CONFLICT OF INTEREST THAT IS PERVASIVE, SUCH THAT A DIRECTOR'S PERSONAL OR ECONOMIC INTERESTS CONFLICT WITH MANY ISSUES OR MATTERS THAT MAY BE CONSIDERED BY THE BOARD OF DIRECTORS, THEN THE CHAIR SHALL BRING THIS ISSUE BEFORE THE BOARD OF DIRECTORS FOR A DECISION BY THE BOARD AS TO WHETHER THE DIRECTOR'S CONFLICT REQUIRES HIS OR HER REMOVAL FROM THE BOARD OF DIRECTORS. A PERVASIVE CONFLICT OF INTEREST IS DISTINGUISHED FROM A SITUATIONAL CONFLICT OF INTEREST. IN THE CASE OF A SITUATIONAL CONFLICT OF INTEREST, THE PERCEIVED OR ACTUAL CONFLICT OF INTEREST IS LIMITED TO AN ISSUE OR MATTER THAT IS NOT OF SIGNIFICANT CONSEQUENCE TO THE OVERALL OPERATION OF THE HOSPITAL OR THE BOARD OF DIRECTORS. IN THESE ISOLATED SITUATIONS, THE DIRECTOR WOULD RECUSE HIM OR HERSELF FROM THE MEETING AND/OR DURING THE DISCUSSION AND VOTE ON THE ISSUE OR MATTER THAT CREATES THE CONFLICT OF INTEREST. A PERVASIVE CONFLICT OF INTEREST SHALL BE GROUNDS FOR REMOVAL OF SUCH DIRECTOR, AND IS DISTINGUISHED BY ITS CHRONIC NATURE AND SIGNIFICANT IMPACT ON THE DECISION-MAKING OF THE BOARD. THE CHANGED PORTION AS NOW FINALIZED, OF ARTICLE VII, SECTION 2 IS AS FOLLOWS: THE CHAIR SHALL APPOINT MEMBERS AND CHAIRS OF ALL STANDING COMMITTEES AND SUCH SPECIAL COMMITTEES AS MAY BE CONSTITUTED. THE CHAIR MAY, AT HIS/HER DISCRETION, ATTEND AND VOTE AS AN EX OFFICIO MEMBER AT ALL COMMITTEE MEETINGS. ARTICLE VIII, SECTION 1 IS AS FOLLOWS: THE BOARD MAY ESTABLISH FROM TIME TO TIME SUCH STANDING AND SPECIAL COMMITTEES AS IT SHALL DEEM NECESSARY FOR THE CONDUCT OF THE CORPORATION'S AFFAIRS. UNLESS THE COMMITTEE MEMBERSHIP IS OTHERWISE SPECIFIED BY THESE BYLAWS, ALL STANDING COMMITTEES SHALL BE COMPOSED OF NOT LESS THAN TWO (2) BOARD MEMBERS. MEMBERSHIP ON THE PARKVIEW NOBLE HOSPITAL BOARD SHALL NOT BE A REQUIREMENT FOR COMMITTEE MEMBERSHIP OR FOR SERVICE AS A COMMITTEE CHAIR. UNLESS OTHERWISE SPECIFIED IN THESE BYLAWS, THE CHAIR OF THE BOARD SHALL APPOINT THE COMMITTEE MEMBERS AND THE CHAIR OF EACH COMMITTEE AND DESIGNATE THE TERM OF OFFICE FOR EACH COMMITTEE MEMBER. UNLESS OTHERWISE SPECIFIED IN THESE BYLAWS, THE CHAIR OF THE BOARD AND THE CHIEF OPERATING OFFICER SHALL BE A MEMBER OF EACH COMMITTEE AND MAY DESIGNATE ANOTHER DIRECTOR OR OFFICER TO ATTEND COMMITTEE MEETINGS ON HIS/HER BEHALF. ALL COMMITTEES SHALL KEEP WRITTEN MINUTES OF THEIR MEETINGS AND SUBMIT THE MINUTES TO THE BOARD. ARTICLE VIII, SECTION 4 IS AS FOLLOWS: THE EXECUTIVE COMMITTEE SHALL BE COMPOSED OF THE OFFICERS OF THE BOARD, THE CHIEF OPERATING OFFICER OF THE CORPORATION, THE PRESIDENT/CEO OF THE CORPORATE MEMBER OR HIS/HER DESIGNEE, THE CURRENT PRESIDENT OF THE MEDICAL STAFF AND SUCH OTHER PERSONS AS IDENTIFIED BY THE CHAIR OF THE BOARD, EACH OF WHOM SHALL BE ENTITLED TO VOTE. THE EXECUTIVE COMMITTEE MAY ACT ON BEHALF OF THE CORPORATION IN ANY MATTER WHEN THE BOARD IS NOT IN SESSION, REPORTING TO THE BOARD FOR ITS RATIFICATION OF ITS ACTION. THE CHAIR OF THE BOARD SHALL SERVE AS CHAIR OF THE EXECUTIVE COMMITTEE. ARTICLE VIII, SECTION 5 IS AS FOLLOWS: THE NOMINATING COMMITTEE SHALL CONSIST OF AT LEAST FIVE (5) MEMBERS, THE MAJORITY OF WHOM SHALL BE DISINTERESTED. THE CHAIR OF THE BOARD SHALL SERVE BY VIRTUE OF HIS/HER OFFICE, AND THE OTHER MEMBERS OF THE COMMITTEE SHALL BE APPOINTED BY THE CHAIR OF THE BOARD. THE NOMINATING COMMITTEE SHALL NOMINATE INDIVIDUALS TO SERVE AS OFFICERS OF THE CORPORATION. THE NOMINATING COMMITTEE SHALL ALSO NOMINATE COMMUNITY REPRESENTATIVES TO SERVE AS DIRECTORS OF THE CORPORATION. IN MAKING NOMINATIONS, THE NOMINATING COMMITTEE SHALL COMPLY WITH CRITERIA ESTABLISHED BY THE BOARD. ARTICLE VIII, SECTION 6 IS AS FOLLOWS: THE QUALITY COMMITTEE SHALL CONSIST OF AT LEAST FIVE (5) MEMBERS, AND SHALL INCLUDE THE MEDICAL DIRECTOR, THE PRESIDENT OF THE MEDICAL STAFF, THE CHIEF OPERATING OFFICER OR A DESIGNEE OF THESE INDIVIDUALS AND AT LEAST TWO ADDITIONAL BOARD MEMBERS, AND ADDITIONAL MEMBERS AS DESIGNATED BY THE BOARD CHAIR. IT SHALL COORDINATE WITH THE SYSTEM QUALITY COMMITTEE AND BE RESPONSIBLE FOR IMPLEMENTING ALL STANDARDS, MEASUREMENTS AND QUALITY EFFORTS. IT SHALL FURTHER PROGRAMS AND PROCEDURES FOR ACCREDITATION, LICENSURE AND CERTIFICATION BY APPROPRIATE AGENCIES. IT SHALL BE RESPONSIBLE FOR MONITORING THE MAINTENANCE OF EFFECTIVE MEDICAL STAFF PERFORMANCE AND QUALITY IMPROVEMENT PROGRAMS. IT SHALL MAKE RECOMMENDATIONS TO THE BOARD FOR CHANGES TO THESE PROGRAMS. THE CHANGED PORTION AS NOW FINALIZED, OF ARTICLE VIII, SECTION 7 IS AS FOLLOWS: TO EXPEDITE APPOINTMENT, REAPPOINTMENT, RENEWAL OR MODIFICATION OF CLINICAL PRIVILEGES, THE BOARD MAY DELEGATE THE AUTHORITY TO RENDER THESE DECISIONS TO A COMMITTEE, APPOINTED BY THE BOARD. THIS COMMITTEE SHALL BE COMPOSED OF THE CHIEF OPERATING OFFICER OF THE HOSPITAL, THE PRESIDENT/CEO OF THE CORPORATE MEMBER, THE BOARD CHAIR, THE PRESIDENT AND VICE PRESIDENT OF THE MEDICAL STAFF, OR THEIR DESIGNEES, AND SUCH OTHER BOARD MEMBERS AS THE CHAIR DETERMINES ARE APPROPRIATE. THIS COMMITTEE SHALL MEET AS OFTEN AS NECESSARY, AS DETERMINED BY THE BOARD CHAIR. A POSITIVE DECISION BY THIS COMMITTEE RESULTS IN THE STATUS | |
| FORM 990, PART VI, SECTION A, LINE 6 | THE ORGANIZATION IS ORGANIZED AS A NOT-FOR-PROFIT CORPORATION. PURSUANT TO THE ORGANIZATION'S GOVERNING DOCUMENTS, PARKVIEW HEALTH SYSTEM, INC EIN 35-1972384 IS THE SOLE MEMBER OF COMMUNITY HOSPITAL OF NOBLE COUNTY, INC. WITH CERTAIN RESERVED POWERS. | |
| FORM 990, PART VI, SECTION A, LINE 7A | THE CORPORATE MEMBER, PARKVIEW HEALTH SYSTEM, INC. EIN 35-1972384, SHALL HAVE THE FOLLOWING RESERVED POWERS AS DEFINED IN THE NETWORK AGREEMENT: (I) APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, MEMBERS OF THE BOARD SUBJECT TO THE COMPOSITION REQUIREMENTS REGARDING COMMUNITY AND PHYSICIAN REPRESENTATION SET FORTH IN ARTICLE V, SECTION 2; (II) APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, THE CHAIR AND VICE CHAIR OF THE BOARD AND THE CHIEF OPERATING OFFICER OF THE CORPORATION; (III) APPROVE AND/OR REQUIRE THE ADOPTION OF AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (IV) APPROVE AND/OR REQUIRE THE ESTABLISHMENT, ACQUISITION, DIVESTITURE, DISSOLUTION, CLOSURE, MERGER, CONSOLIDATION, CHANGE IN CORPORATE MEMBERSHIP, AFFILIATION OR CORPORATE REORGANIZATION OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (V) APPROVE AND ADOPT THE STRATEGIC PLAN AND ANY AMENDMENTS THERETO FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (VI) APPROVE AND/OR REQUIRE THE INCURRENCE OF ANY DEBT, INCLUDING THE ISSUANCE OF ANY BONDS, PROPOSED BY THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; (VII) APPROVE AND/OR REQUIRE THE APPROVAL OF CONTRACTS OR LOANS OBLIGATING THE CORPORATION TO EXPEND OR REPAY AN AMOUNT IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; (VIII) APPROVE AND/OR REQUIRE THE SALE, LEASE, EXCHANGE, MORTGAGE, PLEDGE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF PROPERTY AND ASSETS OF THE CORPORATION IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; (IX) APPROVE AND ADOPT THE CAPITAL BUDGET, OPERATING BUDGET, FINANCIAL PLANS AND ANY AMENDMENTS THERETO FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (X) APPROVE AND/OR REQUIRE THE ADOPTION OF A MANAGED CARE POLICY FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION, INCLUDING NETWORK PARTICIPATION, PARTICIPATION IN ANY MANAGED CARE AGREEMENT AND PARTICIPATION IN ANY OTHER HEALTH CARE SERVICE ARRANGEMENTS; (XI) APPOINT AND REMOVE AUDITORS, ATTORNEYS AND OTHER PROFESSIONAL ADVISORS FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (XII) DEVELOP, APPROVE AND/OR REQUIRE THE ADOPTION OF MEDICAL STAFF QUALITY ASSURANCE STANDARDS, UTILIZATION REVIEW STANDARDS, CRITERIA, POLICIES AND PROCEDURES FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (XIII) APPROVE AND/OR REQUIRE THE ADOPTION OF ANY ACTION TO CHANGE THE CORPORATION FROM A GENERAL, ACUTE COMMUNITY HOSPITAL OR TO CLOSE THE CORPORATION'S CURRENT LOCATION; (XIV) APPROVE EACH ANNUAL LIST OF PROPOSED DONEES AND AMOUNTS OF DONATIONS OR GRANTS NOT INCLUDED IN THE ANNUAL BUDGET, AND MAKE PROPOSALS TO DEVIATE THEREFROM THROUGH EACH YEAR IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; AND (XV) APPROVE AND/OR REQUIRE THE ADOPTION OF ANY ACTION THAT IS INCONSISTENT WITH THE POLICY OF THE CORPORATE MEMBER. | |
| FORM 990, PART VI, SECTION A, LINE 7B | SEE SCHEDULE O EXPLANATION FOR FORM 990, PART VI, SECTION A, LINE 7A | |
| FORM 990, PART VI, SECTION B, LINE 11 | PURSUANT TO PARKVIEW HEALTH SYSTEM INC.'S BYLAWS, THE SYSTEM AUDIT COMMITTEE MAY ACT ON BEHALF OF THE CORPORATION TO PROVIDE REVIEW OF THE CORPORATION AND ITS SUBSIDIARY CORPORATIONS' FORM 990 FILINGS. COMMUNITY HOSPITAL OF NOBLE COUNTY, INC. IS A SUBSIDIARY CORPORATION OF PARKVIEW HEALTH SYSTEM, INC. AN ELECTRONIC COPY OF THE ORGANIZATION'S FINAL FORM 990 (INCLUDING REQUIRED SCHEDULES) WAS PROVIDED TO EACH VOTING MEMBER OF THE ORGANIZATION'S GOVERNING BODY, PRIOR TO FILING WITH THE IRS. ON OCTOBER 12, 2011, THE SYSTEM AUDIT COMMITTEE REVIEWED THE FORM 990 AS ULTIMATELY FILED WITH THE IRS. THIS REVIEW INCLUDED A PRESENTATION BY THE ORGANIZATION'S TAX PREPARER TO HIGHLIGHT THE SIGNIFICANT AREAS ON THE REDESIGNED FORM 990 AND SUPPLEMENTAL SCHEDULES. | |
| FORM 990, PART VI, SECTION B, LINE 12C | AS DESCRIBED IN ARTICLE IX SECTION 6, OF THE PARKVIEW HEALTH SYSTEM, INC. (PH) BYLAWS, PH ADOPTED PH'S COMPLIANCE POLICY FOR THE ORGANIZATION AND ITS NOT-FOR-PROFIT RELATED ORGANIZATIONS (AND AS LIKEWISE NOTED IN THEIR BYLAWS) WHEN ADDRESSING CONFLICTS OR POTENTIAL CONFLICTS OF INTEREST. THIS COMPLIANCE POLICY (COMPLIANCE POLICY #14) REQUIRES THAT EACH BOARD MEMBER, BOARD COMMITTEE MEMBER, AND KEY MANAGEMENT PERSONNEL MUST ANNUALLY COMPLETE A CONFLICT OF INTEREST FORM. THIS INFORMATION IS PROVIDED TO THE CHAIRMAN OF THE BOARD (FOR BOARD AND BOARD COMMITTEE MEMBERS) AND TO SENIOR MANAGEMENT (FOR KEY MANAGEMENT PERSONNEL). IN ADDITION, AS TO THE CONDUCT OF BOARD MEETINGS, THE FOLLOWING PROCESS IS FOLLOWED: "WHENEVER A PH OR PH AFFILIATE BOARD OR BOARD COMMITTEE IS CONSIDERING A TRANSACTION OR ARRANGEMENT WITH AN ORGANIZATION, ENTITY OR INDIVIDUAL IN WHICH A PERSON COVERED BY THIS POLICY HAS A FINANCIAL OR CONFLICTING INTEREST, THE FOLLOWING SHALL OCCUR: 1. THE INTERESTED PERSON MUST DISCLOSE THE FINANCIAL OR CONFLICTING INTEREST AND ALL MATERIAL FACTS TO THE PH OR PH AFFILIATE BOARD OR BOARD COMMITTEE; 2. THE INTERESTED PERSON WITH THAT FINANCIAL OR CONFLICTING INTEREST MAY MAKE A PRESENTATION AT THE BOARD OR BOARD COMMITTEE MEETING REGARDING THE TRANSACTION OR ARRANGEMENT. HOWEVER, HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT RESULTS IN THE FINANCIAL OR CONFLICTING INTEREST; AND 3. THE PH OR PH AFFILIATE BOARD OR BOARD COMMITTEE MUST APPROVE THE TRANSACTION OR ARRANGEMENT BY A MAJORITY VOTE OF THE BOARD MEMBERS PRESENT AT A MEETING THAT HAS A QUORUM, NOT INCLUDING THE VOTE OF THE INTERESTED PERSON. IN ADDITION, THE FOLLOWING CONSIDERATIONS SHOULD BE MADE: 4. IF APPROPRIATE, THE PH OR PH AFFILIATE BOARD OR BOARD COMMITTEE MAY APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT; AND 5. IN ORDER TO APPROVE THE TRANSACTION, THE PH OR PH AFFILIATE BOARD OR BOARD COMMITTEE MUST FIRST FIND, BY A MAJORITY VOTE OF THE DISINTERESTED BOARD MEMBERS, THAT THE PROPOSED TRANSACTION OR ARRANGEMENT IS IN THE BEST INTERESTS OF AND FOR THE BENEFIT OF PH AND/OR PH AFFILIATES AND THE PROPOSED TRANSACTION IS FAIR AND REASONABLE TO PH AND/OR PH AFFILIATES AND, AFTER REASONABLE INVESTIGATION, THAT THE PH AND/OR PH AFFILIATES CANNOT OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS UNDER THE CIRCUMSTANCES." | |
| FORM 990, PART VI, SECTION B, LINE 15 | THE ORGANIZATION USED A PROCESS FOR DETERMINING COMPENSATION OF THE CEO, OFFICERS, AND KEY EMPLOYEES. THE PROCESS INCLUDES CONSULTATIONS WITH AN INDEPENDENT COMPENSATION ADVISOR; REVIEW, AND APPROVAL BY THE GOVERNING BODY; AND CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING WITH RESPECT TO DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENTS. THE BOARD EXECUTIVE COMMITTEE OF PARKVIEW HEALTH SYSTEM, INC. SERVED AS THE EXECUTIVE COMPENSATION COMMITTEE IN 2010, PURSUANT TO THE ORGANIZATION'S BYLAWS, FOR PURPOSES OF REVIEWING AND APPROVING ALL EXECUTIVE COMPENSATION, BENEFITS AND PERQUISITES FOR THE 2010 COMPENSATION PACKAGE. THE COMPENSATION PACKAGE WAS APPROVED BY A MAJORITY OF INDEPENDENT BOARD EXECUTIVE COMMITTEE MEMBERS. PARKVIEW'S INDEPENDENT CONSULTANT PREPARES A COMPETITIVE COMPENSATION ANALYSIS USING DATA FROM MULTIPLE PUBLISHED SURVEYS PREPARED BY INDEPENDENT FIRMS FOR POSITIONS THAT ARE FUNCTIONALLY COMPARABLE IN SIMILAR-SIZED HEALTH SYSTEMS AND HOSPITAL ORGANIZATIONS ON BOTH A REGIONAL AND NATIONAL BASIS. THE INDEPENDENT CONSULTANT PROVIDES A STATEMENT OF REASONABLENESS OF THE COMPENSATION PROVIDED TO THE CEO AS WELL AS ALL EXECUTIVES AT THE VICE PRESIDENT LEVEL AND ABOVE. ALL DATA IS SHARED WITH THE BOARD OF DIRECTORS EXECUTIVE COMMITTEE. THE BOARD APPROVES ANY CHANGES IN COMPENSATION FOR THE CEO AND HIS DIRECT REPORTS. APPROVAL IS ALSO PROVIDED FOR THE MERIT BUDGET FOR THE ENTIRE ORGANIZATION. THE BOARD REVIEWS AND APPROVES THE MANAGEMENT INCENTIVE COMPENSATION PLAN (MICP). OFFICES OR POSITIONS REVIEWED AT THE 2010 MEETING: PRESIDENT AND CEO PH EXECUTIVE VICE PRESIDENT STRATEGIC DIRECTION AND BUSINESS DEVELOPMENT EXECUTIVE VICE PRESIDENT PARKVIEW HEALTH/COO PARKVIEW HOSPITAL EXECUTIVE VICE PRESIDENT AND COO PARKVIEW HEALTH MEDICAL DIRECTOR COMMUNITY HOSPITALS SENIOR VICE PRESIDENT OPERATIONS / SERVICE EXCELLENCE SENIOR VICE PRESIDENT HUMAN RESOURCES SENIOR VICE PRESIDENT AND GENERAL COUNSEL SENIOR VICE PRESIDENT HEALTH PLAN SERVICES SENIOR VICE PRESIDENT PATIENT CARE SENIOR VICE PRESIDENT AND CHIEF QUALITY OFFICER / PATIENT SAFETY OFFICER SENIOR VICE PRESIDENT OPERATIONS SENIOR VICE PRESIDENT AND CHIEF INFORMATION OFFICER SENIOR VICE PRESIDENT/COO ORTHOPEDIC HOSPITAL SENIOR VICE PRESIDENT/COO COMMUNITY HOSPITALS - HUNTINGTON SENIOR VICE PRESIDENT/COO COMMUNITY HOSPITALS - NOBLE SENIOR VICE PRESIDENT/COO COMMUNITY HOSPITALS - WHITLEY SENIOR VICE PRESIDENT/COO COMMUNITY HOSPITALS - LAGRANGE SENIOR VICE PRESIDENT/COO PHYSICIAN PRACTICES SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER SENIOR VICE PRESIDENT REVENUE CYCLE MANAGEMENT MEDICAL DIRECTOR PARKVIEW PHYSICIAN GROUP SENIOR VICE PRESIDENT FACILITY DESIGN AND OVERSIGHT EXECUTIVE DIRECTOR WOMEN AND CHILDREN'S SERVICES VICE PRESIDENT - PATIENT CARE - NOBLE VICE PRESIDENT - PATIENT CARE - WHITLEY VICE PRESIDENT PATIENT CARE - LAGRANGE CORPORATE DIRECTOR MARKETING, COMMUNICATIONS, COMMUNITY RELATIONS VICE PRESIDENT/ADMINISTRATOR PRIMARY CARE PRACTICE GROUP EXECUTIVE DIRECTOR CANCER SERVICES VICE PRESIDENT CHANGING SPACES CONSTRUCTION/PROJECT MANAGEMENT MEDICAL DIRECTOR HEALTH PLAN SERVICES CORPORATE DIRECTOR DIETETICS/FOOD SERVICES VICE PRESIDENT PLANNING AND DECISION SUPPORT VICE PRESIDENT STRATEGIC AND BUSINESS PLANNING VICE PRESIDENT HEALTH INFORMATION MANAGEMENT EXECUTIVE DIRECTOR PKV OUTPATIENT ENTERPRISE VICE PRESIDENT/ADMINISTRATOR SPECIALTY PRACTICE GROUP VP SPECIAL PROJECTS VP PPG FINANCE VP SUPPLY CHAIN COO PARKVIEW HEART INSTITUTE | |
| FORM 990, PART VI, SECTION C, LINE 19 | COPIES OF THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. | |
| COMMON PAYING AGENT FOR FILING ORGANIZATION | FORM 990, PART V, LINE 1A, 2A AND PART VII, SECTION B, LINE 2: | PARKVIEW HEALTH SYSTEM, INC. (PH), EIN 35-1972384, IS THE COMMON PAYING AGENT FOR THE FILING ORGANIZATION, COMMUNITY HOSPITAL OF NOBLE COUNTY, INC., EIN 35-2087092. THEREFORE, ALL APPLICABLE IRS TAX FILINGS, INCLUDING FORMS 1099, 1096, W-2 AND W-3 ARE REPORTED AND FILED BY PH. THE TOTAL NUMBER REPORTED IN BOX 3 OF FORM 1096 AND FILED BY THE COMMON PAYING AGENT, PH, FOR THE YEAR ENDED DECEMBER 31, 2010 WAS 510. THE TOTAL NUMBER OF EMPLOYEES REPORTED ON FORM W-3 AND FILED BY THE COMMON PAYING AGENT, PH, FOR THE YEAR ENDED DECEMBER 31, 2010 WAS 7,707. FOR PURPOSES OF COMPLETING FORM 990, PART V, LINE 1A AND 2A, THE NUMBER REPORTED FOR THE COMMUNITY HOSPITAL OF NOBLE COUNTY, INC. WAS 29 AND 313 RESPECTIVELY. AS REFLECTED IN PART VII, SECTION B, APPROXIMATELY 1 INDEPENDENT CONTRACTOR RECEIVED MORE THAN $100,000 IN COMPENSATION FOR SERVICES FROM COMMUNITY HOSPITAL OF NOBLE COUNTY, INC. |
| AVERAGE HOURS PER WEEK DEVOTED TO RELATED ORGANIZATIONS | FORM 990, PART VII, SECTION A, COLUMN B: | MICHAEL PACKNETT (DIRECTOR/PH CEO), MICHAEL BROWNING (CURRENT PH SVP & CFO), JEFFREY FRANCIS (PH SVP & CFO), AND STANTON RISSER (INTERIM PH CFO) DEVOTED APPROXIMATELY 40 HOURS PER WEEK TO PARKVIEW HEALTH SYSTEM, INC. (PH), AND ONE HOUR PER WEEK TO EACH OF THE FOLLOWING TAX-EXEMPT AND TAXABLE ORGANIZATIONS RELATED TO PH: PARKVIEW HOSPITAL, INC. (PVHOS) PARKVIEW OCCUPATIONAL HEALTH CENTERS, INC. (POHCI) HUNTINGTON MEMORIAL HOSPITAL, INC. (HMHOS) COMMUNITY HOSPITAL OF LAGRANGE COUNTY, INC. (LGHOS) COMMUNITY HOSPITAL OF NOBLE COUNTY, INC. (NBHOS) - FILING ORGANIZATION WHITLEY MEMORIAL HOSPITAL, INC. (WMHOS) PARKVIEW FOUNDATION, INC. (PVFND) PARKVIEW HUNTINGTON HOSPITAL FOUNDATION, INC. (HMFND) COMMUNITY HOSPITAL OF NOBLE COUNTY FOUNDATION, INC. (NBFND) WHITLEY MEMORIAL HOSPITAL FOUNDATION, INC. (WMFND) PARKVIEW PROFESSIONAL PROGRAMS, INC. (PPP) MIDWEST COMMUNITY HEALTH ASSOCIATES, INC. (MCHA) ORTHOPAEDIC HOSPITAL AT PARKVIEW NORTH, LLC (ORTHO) MANAGED CARE SERVICES, LLC (MCS) FOUNDATION SURGERY AFFILIATE OF FORT WAYNE, LLC (ISCLC) PARKVIEW IMAGING HUNTINGTON, LLC (PIHLC) DAVID HUNTER (DIRECTOR/NBHOS SVP & COO) DEVOTED APPROXIMATELY ONE HOUR PER WEEK TO NBFND AND 40 HOURS PER WEEK TO NBHOS. PHILLIP CORBIN (DIRECTOR/PH PHYSICIAN) DEVOTED APPROXIMATELY ONE HOUR PER WEEK TO NBHOS AND 40 HOURS PER WEEK TO PH. LISA LANE (DIRECTOR/PH PHYSICIAN) DEVOTED APPROXIMATELY ONE HOUR PER WEEK TO NBHOS AND 40 HOURS PER WEEK TO PH. GERALD WARRENER (DIRECTOR/PH PHYSICIAN) DEVOTED APPROXIMATELY ONE HOUR PER WEEK TO NBHOS AND 40 HOURS PER WEEK TO PH. KAREN ROBERTS (DIRECTOR - PARTIAL YEAR/PH VP) DEVOTED APPROXIMATELY ONE HOUR PER WEEK TO NBHOS AND 40 HOURS PER WEEK TO PH. MICHAEL AXEL (DIRECTOR/CHAIR) DEVOTED APPROXIMATELY ONE HOUR PER WEEK TO NBHOS AND ONE HOUR PER WEEK TO PH. KEVIN DREIBELBIS (DIRECTOR/VICE CHAIR) DEVOTED APPROXIMATELY ONE HOUR PER WEEK TO NBHOS AND ONE HOUR PER WEEK TO PH. DENISE LEMMON (DIRECTOR) DEVOTED APPROXIMATELY ONE HOUR PER WEEK TO POHCI, ONE HOUR PER WEEK TO PH AND ONE HOUR PER WEEK TO NBHOS. MAX ROESLER (DIRECTOR) DEVOTED APPROXIMATELY ONE HOUR PER WEEK TO NBFND, ONE HOUR PER WEEK TO PH AND ONE HOUR PER WEEK TO NBHOS. KIMBERLY SCHROEDER (DIRECTOR/TREASURER) DEVOTED APPROXIMATELY ONE HOUR PER WEEK TO NBHOS AND ONE HOUR PER WEEK TO PH. DREW WIARD (NBHOS MGR PHARMACY) DEVOTED APPROXIMATELY 40 HOURS PER WEEK TO NBHOS AND AS NEEDED HOURS TO PVHOS. GARY STUBY (NBHOS MGR RAD) DEVOTED APPROXIMATELY 40 HOURS PER WEEK TO NBHOS FOR PARTIAL YEAR UPON TRANSFER TO NBHOS, AND 40 HOURS PER WEEK FOR PARTIAL YEAR TO PVHOS PRIOR TO TRANSFER TO NBHOS. JAMES DUNN (NBHOS PHARMACIST) DEVOTED APPROXIMATELY 40 HOURS PER WEEK TO NBHOS, AS NEEDED HOURS TO PVHOS, AND AS NEEDED HOURS TO WMHOS. |
| SALARIES AND WAGES, OTHER EMPLOYEE BENEFITS AND PAYROLL TAXES | FORM 990, PART IX, LINES 5-10: | PARKVIEW HEALTH SYSTEM, INC., EIN 35-1972384, SERVES AS THE COMMON PAYING AGENT FOR ALL TAX-EXEMPT ORGANIZATIONS OF THE SYSTEM. SALARIES AND WAGES OF EMPLOYEES WORKING FOR THESE ORGANIZATIONS ARE CHARGED DIRECTLY TO THE ORGANIZATIONS IN WHICH THEY WORK. THE ACTUAL EXPENSES FOR PAYROLL TAXES, EMPLOYEE BENEFITS, AND PENSION PLAN CONTRIBUTIONS ARE REFLECTED ON THE BOOKS OF PARKVIEW HEALTH SYSTEM, INC. FOR FINANCIAL REPORTING PURPOSES. TO ACCOUNT FOR BENEFIT COSTS ON THE BOOKS OF THE OTHER TAX EXEMPT ORGANIZATIONS, AN ALLOCATION METHODOLOGY IS UTILIZED TO CHARGE THESE ORGANIZATIONS WITH AN ESTIMATE OF THE OVERALL COSTS, REFERRED TO AS A "BENEFIT ALLOCATION" FROM PARKVIEW HEALTH SYSTEM, INC. THE ALLOCATION DOES NOT DISTINGUISH BETWEEN THE COSTS OF THE VARIOUS COMPONENTS (I.E. PAYROLL TAXES, EMPLOYEE BENEFITS, AND PENSION PLAN CONTRIBUTIONS). THEREFORE, FOR PURPOSES OF THE FORM 990, PART IX, THE TOTAL BENEFIT ALLOCATION FOR THE EMPLOYEES' SALARIES AND WAGES REPORTED ON LINE 7 IS REFLECTED ON LINE 9 AND NOT ALLOCATED BETWEEN LINES 8 OR 10. FOR PURPOSES OF THE FORM 990, PART IX, LINES 5 AND 6 REFLECT COMPENSATION AND BENEFIT AMOUNTS REPORTED IN PART VII. |
| CORPORATE SERVICE ALLOCATION | FORM 990, PART IX, LINE 24A | IN 2009, THE CORPORATE SERVICE ALLOCATION MADE A DISTINCTION BETWEEN SALARIES, BENEFITS, AND PURCHASED SERVICES. IN 2009, AMOUNTS DESIGNATED AS SALARIES AND BENEFITS WITHIN THE CORPORATE SERVICE ALLOCATION WERE RECLASSIFIED TO LINES 5-10 ACCORDINGLY. IN 2010, THE CORPORATE SERVICE ALLOCATION DOES NOT MAKE A DISTINCTION BETWEEN SALARIES, BENEFITS, AND PURCHASED SERVICES. DUE TO THIS CHANGE, IN 2010, SALARIES AND BENEFITS ARE NOT RECLASSIFIED TO LINES 5-10. WHEN COMPARING 2009 TO 2010 BALANCES, THE AMOUNTS REPORTED ON LINES 5-10 VERSUS LINE 24A INCREASE / DECREASE BY APPROXIMATELY THE SAME AMOUNT. |
| CHANGES IN NET ASSETS OR FUND BALANCES: | FORM 990, PART XI, LINE 5: | CURRENT YEAR EARNINGS TRANSFERRED TO PARENT -3,763,522. ASSET ADJUSTMENT/TRANSFER -82,245. TOTAL TO FORM 990, PART XI, LINE 5: -3,845,767. |
| REQUIREMENTS UNDER SINGLE AUDIT ACT AND OMB CIRCULAR A-133 | FORM 990, PART XII, LINE 3: | AS REQUIRED BY THE U.S. OFFICE OF MANAGEMENT AND BUDGET CIRCULAR A-133, AUDITS OF STATES, LOCAL GOVERNMENTS, AND NON-PROFIT ORGANIZATIONS, IN 2010 PARKVIEW HEALTH SYSTEM, INC. AND SUBSIDIARIES RECEIVED AN AUDIT FOR THE 2009 CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH THE SINGLE AUDIT ACT. COMMUNITY HOSPITAL OF NOBLE COUNTY, INC. IS A SUBSIDIARY CORPORATION OF PARKVIEW HEALTH SYSTEM, INC. |
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