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
CENTRAL DUPAGE HOSPITAL ASSOCIATION
Employer identification number
36-2513909
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.") .
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:
10000128
Software Version:
v2010.1.0
-
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.
PATRICK FLINN AND WILLIAM WOLFORD - BUSINESS RELATIONSHIP
Significant changes to organizational documents
Form 990, Part VI, Section A, Line 4
ON MARCH 31, 2011, CENTRAL DUPAGE HEALTH, THE SOLE MEMBER OF CENTRAL DUPAGE HOSPITAL ASSOCIATION, MERGED WITH DELNOR-COMMUNITY HEALTH SYSTEM. CENTRAL DUPAGE HEALTH CHANGED ITS NAME TO CDH-DELNOR HEALTH SYSTEM AT THE MERGER. THE BYLAWS FOR CENTRAL DUPAGE HOSPITAL ASSOCIATION WERE AMENDED AT THE TIME OF THE MERGER TO REFLECT THE NEW NAME OF THE SOLE MEMBER ORGANIZATION; THE NUMBER, COMPOSITION, QUALIFICATIONS, AUTHORITY AND DUTIES OF THE GOVERNING BODY'S VOTING MEMBERS, OFFICERS AND KEY EMPLOYEES; AS WELL AS THE ROLE OF THE SOLE MEMBER (CDH-DELNOR HEALTH SYSTEM), IN THE NEWLY MERGED SYSTEM OF HEALTHCARE ORGANIZATIONS.
Classes of members or stockholders
Form 990, Part VI, Section A, Line 6
THE SOLE MEMBER OF CENTRAL DUPAGE HOSPITAL ASSOCIATION IS CDH-DELNOR HEALTH SYSTEM, A RELATED TAX-EXEMPT ORGANIZATION. MANAGEMENT DUTIES PROVIDED BY CDH-DELNOR HEALTH SYSTEM INCLUDE OPERATIONAL, STRATEGIC, BUDGETING AND LONG-RANGE PLANNING DUTIES, AS WELL AS FINANCE, INTERNAL AUDIT, PERSONNEL, TREASURY AND MARKETING SERVICES. THE INDIVIDUALS PROVIDING THESE SERVICES, INCLUDING THE CEO, CFO, AND OTHER SENIOR MANAGEMENT, ARE EMPLOYEES OF AND COMPENSATED BY CDH-DELNOR HEALTH SYSTEM. CDH PAYS A MANAGEMENT SERVICES FEE TO CDH-DELNOR HEALTH SYSTEM.
Members or stockholders electing members of governing body
Form 990, Part VI, Section A, Line 7a
CDH-DELNOR HEALTH SYSTEM, THE SOLE MEMBER AND PARENT ORGANIZATION, HAS THE POWER TO ELECT OR REMOVE ALL OF THE DIRECTORS OF CENTRAL DUPAGE HOSPITAL ASSOCIATION.
Decisions requiring approval by members or stockholders
Form 990, Part VI, Section A, Line 7b
CERTAIN DECISIONS OF THE CENTRAL DUPAGE HOSPITAL ASSOCIATION'S (CDH) GOVERNING BODY ARE SUBJECT TO APPROVAL BY CDH-DELNOR HEALTH SYSTEM, AS THE SOLE MEMBER OF CDH. THE MEMBER'S AUTHORITY INCLUDES THE POWER TO AMEND, ALTER, RESTATE OR REPEAL THE BYLAWS OF THE CORPORATION; TO NEGOTIATE AND EXECUTE CONTRACTS ON BEHALF OF THE CORPORATION; TO ADOPT A PLAN OF MERGER, CONSOLIDATION OR CORPORATE REORGANIZATION INVOLVING THE CORPORATION; TO ADOPT A PLAN OF DISSOLUTION OR LIQUIDATION OF THE CORPORATION AND DISTRIBUTION OF ITS ASSETS; AND, TO AMEND, ALTER, RESTATE OR REPEAL THE ARTICLES OF INCORPORATION OF THE CORPORATION. ACTIONS BY THE BOARD OF DIRECTORS REQUIRING THE APPROVAL OF THE SOLE MEMBER INCLUDE: ADOPTION OF CAPITAL AND OPERATING BUDGETS; ADOPTION AND EXECUTION OF A STRATEGIC PLAN; AND, AUTHORIZATION OF A CAPITAL EXPENDITURE IN EXCESS OF THE LIMITS ESTABLISHED BY THE SOLE MEMBER FROM TIME TO TIME.
Review of form 990 by governing body
Form 990, Part VI, Section B, Line 11a
PRIOR TO FILING, A DRAFT OF THE COMPLETED FORM 990 IS REVIEWED BY OUTSIDE TAX ADVISERS AND INTERNAL MANAGEMENT. AFTER THAT REVIEW IS COMPLETE, THE FORM 990 IS PROVIDED TO EACH MEMBER OF THE BOARD OF DIRECTORS FOR ADDITIONAL REVIEW AND COMMENT.
Conflict of interest policy
Form 990, Part VI, Section B, Line 12c
EACH YEAR, CENTRAL DUPAGE HOSPITAL (CDH) ASKS EACH BOARD MEMBER TO REVIEW THE CDH CONFLICT OF INTEREST POLICY AND TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT. IN ADDITION, THE POLICY REQUIRES THAT BOARD MEMBERS DISCLOSE POTENTIAL CONFLICTS THAT MAY ARISE BETWEEN ANNUAL STATEMENTS THROUGH SUPPLEMENTARY DISCLOSURES. BOTH THE ANNUAL STATEMENTS AND THE SUPPLEMENTARY DISCLOSURES ARE REVIEWED AND EVALUATED BY THE GOVERNANCE COMMITTEE OF THE BOARD OF THE DIRECTORS. THE GOVERNANCE COMMITTEE IS DELEGATED THE RESPONSIBILITY TO DETERMINE WHETHER A POTENTIAL CONFLICT IS AN ACTUAL CONFLICT, AND FURTHER TO RECOMMEND CONFLICT MITIGATION STRATEGIES TO THE BOARD (WHICH MAY INCLUDE LIMITING A BOARD MEMBERS PARTICIPATION IN MATTERS WHERE AN ACTUAL CONFLICT EXISTS, TO BOARD MEMBER REMOVAL IF THE CONFLICT IS INCOMPATIBLE WITH ONGOING BOARD SERVICE). SIMILARLY, EACH YEAR CDH ASKS EACH EMPLOYEE TO REVIEW THE CDH CONFLICT OF INTEREST POLICY AND TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT. IN ADDITION, THE POLICY REQUIRES THAT EMPLOYEES DISCLOSE POTENTIAL CONFLICTS THAT MAY ARISE BETWEEN ANNUAL STATEMENTS THROUGH SUPPLEMENTARY DISCLOSURES. BOTH THE ANNUAL STATEMENTS AND THE SUPPLEMENTARY DISCLOSURES ARE REVIEWED AND EVALUATED BY THE DIRECTOR OF INTERNAL AUDIT AND COMPLIANCE. THE DIRECTOR IS DELEGATED THE RESPONSIBILITY TO DETERMINE WHETHER A POTENTIAL CONFLICT IS AN ACTUAL CONFLICT, AND FURTHER, TO RECOMMEND AND IMPLEMENT, WHERE APPROPRIATE, CONFLICT MITIGATION STRATEGIES. COMPLETION RESULTS ARE PROVIDED TO THE AUDIT & FINANCE COMMITTEE OF THE BOARD OF DIRECTORS.
Process used to establish compensation of top management official
Form 990, Part VI, Section B, Line 15a
THE TOP MANAGEMENT OFFICIAL AND OTHER OFFICERS OF THE ORGANIZATION ARE COMPENSATED BY CDH-DELNOR HEALTH SYSTEM, A RELATED TAX-EXEMPT ORGANIZATION. THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS IS COMPRISED OF INDEPENDENT COMMUNITY MEMBERS AND IS DELEGATED THE RESPONSIBILITY FOR REVIEWING THE COMPENSATION OF THE ORGANIZATION'S EXECUTIVES (INCLUDING THE CHIEF EXECUTIVE OFFICER) AND OTHER KEY EMPLOYEES AND CERTAIN PHYSICIANS. THE PROCESS INCLUDES ENGAGING AN INDEPENDENT COMPENSATION CONSULTANT TO ASSIST IN DETERMINING THE APPROPRIATENESS OF COMPENSATION, WHICH INCLUDES REVIEWING COMPARABLE COMPENSATION STUDIES FOR SIMILARLY QUALIFIED PERSONS IN COMPARABLE ORGANIZATIONS TO SUPPORT ITS DECISION-MAKING PROCESS. THE COMPENSATION COMMITTEE ROUTINELY REPORTS TO THE FULL BOARD OF DIRECTORS ITS COMPENSATION RELATED ACTIVITIES, AND MAY FROM TIME TO TIME RECOMMEND MATTERS FOR THE FULL BOARD OF DIRECTORS CONSIDERATION (E.G., THE ESTABLISHMENT OF ANY NEW COMPENSATION OR BENEFIT PLAN). THE COMPENSATION COMMITTEE CONDUCTS A FORMAL REVIEW FOR THE ORGANIZATION'S EXECUTIVES AN ANNUAL BASIS, AND MAY MAKE DECISIONS RELATED TO COMPENSATION AND BENEFITS THROUGHOUT THE YEAR. THE COMPENSATION COMMITTEE LAST RECEIVED AN INDEPENDENT CONSULTANT'S REPORT SUPPORTING THE REASONABLENESS OF THE ORGANIZATION'S EXECUTIVES' COMPENSATION IN JANUARY, 2011.
Process used to establish compensation of other officers/key employees
Form 990, Part VI, Section B, Line 15b
SEE THE NARRATIVE FOR FORM 990, PART VI, LINE 15A.
Public Disclosure
Form 990, Part VI, Section C, Line 19
VARIOUS PUBLIC AND PRIVATE ENTITIES MAY REQUIRE THE FILING OF SUCH DOCUMENTS AS PART OF A REGULATORY AND OUR CONTRACTUAL COMMITMENT, AND AS A RESULT OF SUCH OBLIGATIONS, CERTAIN OF THESE MATERIALS MAY, IN FACT, BE AVAILABLE TO THE PUBLIC. OUTSIDE OF SUCH DISCLOSURES, THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE NOT ROUTINELY MADE AVAILABLE BY THE ORGANIZATION TO THE PUBLIC. NOTABLY, FINANCIAL STATEMENTS, GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICIES ARE NOT REQUIRED TO BE DISCLOSED PURSUANT TO IRC SECTION 6104.
Other changes in net assets or fund balances
Form 990, Part XI, Line 5
NET UNREALIZED GAINS (LOSSES) ON INVESTMENTS - 2605815;
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.