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
MEMORIAL HEALTH CENTER INC
Employer identification number
39-0964813
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:
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
MEMORIAL HEALTH CENTER INC
Employer identification number
39-0964813
Identifier
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 2
DUANE L. ERWIN, DIANE POSTLER-SLATTERY, ROGER LUCAS, AND MARITA HATTEM- BUSINESS RELATIONSHIP.
FORM 990, PART VI, SECTION A, LINE 6
THE ORGANIZATION'S SOLE MEMBERS ARE MEMORIAL MEMBER ASSOCIATION, INC. AND ASPIRUS, INC., BOTH WISCONSIN NONSTOCK CORPORATIONS.
FORM 990, PART VI, SECTION A, LINE 7A
THE ORGANIZATION'S BOARD OF DIRECTORS IS ELECTED AS FOLLOWS: (A) FOUR DIRECTORS ARE APPOINTED BY MEMORIAL MEMBERS ASSOCIATION. (B) FOUR DIRECTORS ARE APPOINTED BY ASPIRUS. (C) FOUR DIRECTORS ARE APPOINTED BY OR REPRESENT PHYSICIANS ASSOCIATED WITH THE CORPORATION AS FOLLOWS: (1) TWO PHYSICIAN DIRECTORS ARE PHYSICIANS EMPLOYED BY THE CORPORATION WHO ARE ELECTED BY THE PHYSICIANS EMPLOYED BY THE CORPORATION. (2) ONE PHYSICIAN DIRECTOR IS A MEMBER OF THE ACTIVE MEDICAL STAFF AND IS ELECTED BY THE MEMBERS OF THE MEDICAL STAFF OF THE CORPORATION. (3) ONE PHYSICIAN DIRECTOR IS THE CHIEF OF STAFF. THE CHIEF OF STAFF IS ELECTED BY THE MEDICAL STAFF ON AN ANNUAL BASIS, AND IS SEATED ON THE MHC BOARD FOR HIS/HER TERM AS CHIEF OF STAFF.
FORM 990, PART VI, SECTION A, LINE 7B
POWERS RESERVED TO THE CORPORATE MEMBERS: IN ADDITION TO DOING ALL THINGS REQUIRED BY LAW AND EXCEPT AS OTHERWISE PROVIDED, THE CORPORATE MEMBERS HAVE THE FOLLOWING SPECIFIC RIGHTS AND RESPONSIBILITIES: (A) INITIATE AND APPROVE ANY CHANGE IN THE PHILOSOPHY, CHARACTER OR MISSION OF THE CORPORATION, AND APPROVE THE LONG-RANGE GOALS, STRATEGIC PLANS AND OVERALL PURPOSES. (B) INITIATE AND APPROVE ALL AMENDMENTS TO THE ARTICLES OF INCORPORATION AND BYLAWS OF THE CORPORATION AND ALL SUBSIDIARIES. (C) INITIATE AND APPROVE THE ADDITION OF NEW MEMBERS OF THE CORPORATION. (D) INITIATE AND APPROVE THE ESTABLISHMENT, TRANSFER AND/OR DISSOLUTION OF ANY SUBSIDIARY CORPORATIONS. (E) INITIATE AND APPROVE BORROWING OF MONEY AND OTHER FORMS OF INDEBTEDNESS IN EXCESS OF $1,000,000. (F) INITIATE AND APPROVE THE PURCHASE, SALE, LEASE, DISPOSITION, ENCUMBRANCE OR ALIENATION OF PROPERTY WITH A VALUE IN EXCESS OF $1,000,000. (G) INITIATE AND APPROVE ANY PLAN OF DISSOLUTION OR MERGER, CONSOLIDATION, ACQUISITION OR DISPOSITION OF REAL PROPERTY OR RELOCATION OF THE FACILITIES. (H) INITIATE AND APPROVE STRATEGIC ALLIANCES AND AFFILIATIONS OF THE CORPORATION. (I) INITIATE AND APPROVE THE DISTRIBUTION OF THE NET PROCEEDS AND ASSETS OF THE CORPORATION IN THE EVENT OF DISSOLUTION. (J) APPROVE THE SELECTION OF THE CEO OF THIS CORPORATION.
FORM 990, PART VI, SECTION B, LINE 11
A DRAFT COPY OF THE FORM 990 WAS PRESENTED BY THE CFO TO THE FULL BOARD WHO REVIEWED VARIOUS AREAS OF INTEREST AND ASKED ANY QUESTIONS. ANY CHANGES IDENTIFIED DURING THIS REVIEW WERE MADE PRIOR TO FILING THE FORM 990 WITH THE IRS.
FORM 990, PART VI, SECTION B, LINE 12C
EACH BOARD MEMBER AND EMPLOYEE SHALL DISCLOSE TO THE APPROPRIATE LEVEL OF MANAGEMENT ANY CIRCUMSTANCE UNDER WHICH THE BOARD MEMBER, EMPLOYEE, OR AN IMMEDIATE FAMILY MEMBER, BY VIRTUE OF A FINANCIAL INTEREST, MAY BE INFLUENCED, OR MAY APPEAR TO BE INFLUENCED, EITHER IN WHOLE OR IN PART, BY ANY PURPOSE OR MOTIVE OTHER THAN THE SUCCESS AND WELL BEING OF THE ORGANIZATION AND ITS SUBSIDIARIES AND THE ACHIEVEMENT OF ITS PUBLIC CHARITABLE PURPOSES. PRIOR TO ENTERING INTO ANY ARRANGEMENT WITH AN OUTSIDE ORGANIZATION, INDIVIDUALS MUST DISCLOSE POTENTIAL CONFLICTS OF INTEREST TO THEIR RESPECTIVE SUPERVISOR; BOARD MEMBERS TO THE BOARD PRESIDENT. EACH CIRCUMSTANCE OF A POTENTIAL CONFLICT OF INTEREST WILL BE REVIEWED ON AN INDIVIDUAL BASIS. THE MANAGER WILL RESPOND IN WRITING (WITH A COPY TO THE PERSONNEL FILE) AFTER CONSULTATION WITH THE APPROPRIATE VICE PRESIDENT AS TO WHETHER THE ARRANGEMENT IS OR IS NOT ACCEPTABLE.
FORM 990, PART VI, SECTION B, LINE 15
THE PRESIDENT/CEO'S COMPENSATION IS REVIEWED AND APPROVED ANNUALLY BY THE EXECUTIVE COMPENSATION COMMITTEE USING APPROPRIATE COMPARABILITY DATA FROM REGIONAL, STATE, AND NATIONAL SOURCES WITH AN INDEPENDENT EXTERNAL CONSULTANT REVIEW. THE REVIEW AND APPROVAL OF PRESIDENT/CEO COMPENSATION IS SUBSTANTIATED THROUGH MEETING MINUTES AND THE ORGANIZATION'S WRITTEN MARKET ANALYSIS POLICY. OTHER OFFICER AND KEY EMPLOYEE COMPENSATION IS REVIEWED AND APPROVED ANNUALLY BY THE EXECUTIVE COMPENSATION COMMITTEE USING APPROPRIATE COMPARABILITY DATA FROM REGIONAL, STATE, AND NATIONAL SOURCES WITH AN INDEPENDENT EXTERNAL CONSULTANT REVIEW. THE REVIEW AND APPROVAL OF COMPENSATION IS SUBSTANTIATED THROUGH MEETING MINUTES AND THE ORGANIZATION'S WRITTEN MARKET ANALYSIS POLICY.
FORM 990, PART VI, SECTION C, LINE 19
THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST.
CHANGES IN NET ASSETS OR FUND BALANCES:
FORM 990, PART XI, LINE 5:
NET UNREALIZED GAINS ON INVESTMENTS: 1,598,745. CHANGE IN EQUITY BOND SWAP 513,441. CHANGE IN INTEREST IN NET ASSETS OF MHC FOUNDATION, INC. 140,871. CHANGE IN INVESTMENT IN UNCONSOLIDATED AFFILIATES 5,559. TOTAL TO FORM 990, PART XI, LINE 5: 2,258,616.
FORM 990, PART XII, LINE 2C
MEMORIAL HEALTH CENTER'S BOARD OF DIRECTORS PROVIDES OVERSIGHT OF THE INDEPENDENT ACCOUNTANTS AND THE MEMBERS OF THE BOARD MEET WITH THE ACCOUNTANT BOTH PRIOR TO YEAR-END AND AFTER YEAR-END TO DISCUSS THE AUDIT AND OTHER MATTERS. MEMORIAL HEALTH CENTER ALSO IS PROVIDED ADDITIONAL OVERSIGHT OF ITS AUDIT PROCESS AND SELECTION OF THE INDEPENDENT ACCOUNTANT THROUGH THE AUDIT COMMITTE OF ASPIRUS, INC. DURING FISCAL YEAR 2011, THE AUDIT COMMITTEE APPOINTED A SUBCOMMITTEE TO REVIEW PROPOSALS FROM ACCOUNTING FIRMS AND A NEW INDEPENDENT ACCOUNTANT WAS SELECTED.
EXPLANATION FOR HOURS WORKED
FORM 990, PART VII, SECTION A
GRAHAM COURTNEY WORKED APPROXIMATELY 10 HOURS PER WEEK AS FOLLOWS: MEMORIAL HEALTH CENTER, INC. - 9 HOURS MEMORIAL MEMBER ASSOCIATION, INC. - 1 HOUR WILLIAM A. GRUNEWALD WORKED APPROXIMATELY 2 HOURS PER WEEK AS FOLLOWS: MEMORIAL HEALTH CENTER, INC. - 1 HOUR MEMORIAL MEMBER ASSOCIATION, INC. - 1 HOUR ROBERT J. BERNKLAU WORKED APPROXIMATELY 2 HOURS PER WEEK AS FOLLOWS: MEMORIAL HEALTH CENTER, INC. - 1 HOUR MEMORIAL MEMBER ASSOCIATION, INC. - 1 HOUR BRUCE CZECH WORKED APPROXIMATELY 2 HOURS PER WEEK AS FOLLOWS: MEMORIAL HEALTH CENTER, INC. - 1 HOUR MEMORIAL MEMBER ASSOCIATION, INC. - 1 HOUR GREGORY A. OLSON WORKED APPROXIMATELY 41 HOURS PER WEEK AS FOLLOWS: MEMORIAL HEALTH CENTER, INC. - 40 HOURS MEMORIAL HEALTH CENTER FOUNDATION, INC. - 1 HOUR
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.