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 Hospital and Health Center
Employer identification number
45-0226429
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
St Joseph's Hospital and Health Center
Employer identification number
45-0226429
Identifier
Return Reference
Explanation
Form 990, Part III, Q. 3
Explanation of Significant Changes
During the fiscal year ending June 30, 2011, Catholic Health Initiatives ("CHI"), a related organization, created CHI Health Connect at Home - Fargo ("CHCH"), a Minnesota nonprofit corporation. CHCH was created to nurture the healing ministry of the Roman Catholic Church by bringing together 10 existing home care businesses into one legal entity. These existing home care businesses, located in various communities in North Dakota, Minnesota & South Dakota, were departments of hospitals owned by CHI. St. Joseph's Hospital and Health Center transferred their home care service division to CHCH during the fiscal year ending June, 30 2011. Centralizing the home care services into CHCH will reduce duplication of services among individual agencies and provide an infrastructure for streamlined administrative processes and also allows for hiring of more specialized staff in the areas of case management, process improvement and financial analysis. Through consolidation, CHCH expects to increase productivity and provide the ability to share resources, create clinical best practices, better manage outcomes and gain efficiencies from standardization.
Form 990, Part VI, Q. 1A
EXECUTIVE COMMITTEE COMPOSITION AND AUTHORITY
PURSUANT TO SECTION 8.6 OF THE BYLAWS OF ST. JOSEPH'S HOSPITAL AND HEALTH center, the executive committee is composed of the board chair, the board VICE CHAIR AND THE PRESIDENT AND CEO, EACH OF WHOM SERVES AS AN EX OFFICIO VOTING MEMBER OF THE EXECUTIVE COMMITTEE, AND SUCH OTHER VOTING MEMBERS AS MAY BE APPOINTED BY THE BOARD. PURSUANT TO SECTION 8.1 OF THE CORPORATION'S BYLAWS, COMMITTEES, SUCH AS THE EXECUTIVE COMMITTEE, THAT ARE GRANTED AUTHORITY TO ACT ON BEHALF OF THE BOARD OF DIRECTORS MAY INCLUDE ONLY DIRECTORS OF THE CORPORATION. FURTHER, PURSUANT TO SECTION 8.6 OF THE CORPORATION'S BYLAWS, THE EXECUTIVE COMMITTEE HAS AND MAY EXERCISE SUCH POWERS AS MAY BE DELEGATED TO IT BY THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE ALSO POSSESSES THE POWER TO TRANSACT ROUTINE BUSINESS OF THE CORPORATION IN THE INTERIM PERIOD BETWEEN REGULARLY SCHEDULED MEETINGS OF THE BOARD OF DIRECTORS.
Form 990, Part VI, Q. 6
The organization's corporate members/stockholders
The sole member of the corporation is Catholic Health Initiatives, a Colorado nonprofit corporation.
Form 990, Part VI, Q. 7a
Members/stockholder electing governing body members
Catholic Health Initiatives has the power to appoint, remove or replace the members of the board of directors.
Form 990, Part VI, Q. 7b
Approval of Governing Body Decisions by Members/Stockholders
The organization's corporate member is Catholic Health Initiatives ("CHI"). Pursuant to Section 5.4 of the organization's bylaws, the Corporate Member shall have the specific rights set forth in the governance matrix. Pursuant to the governance matrix the following rights are reserved to the CHI Board directly or through powers delegated to the CHI Chief Executive Officer: - Substantial change in the mission or philosophy of SJHHC. - Amendment of the corporate documents of SJHHC. - Approve members of the SJHHC board. - Removal of a member of the governing body of SJHHC. - Approval of issuance of debt by SJHHC. - Approval of participation of SJHHC in a joint venture. - Approval of formation of a new corporation by SJHHC. - Approval of a merger involving SJHHC. - Approval of the sale of all or substantially all of the assets of SJHHC. - To require the transfer of assets by SJHHC to CHI to accomplish CHI's goals and objectives, and to satisfy CHI debts. - Adoption of long range and strategic plans for SJHHC. Pursuant to Section 5.5 of the organization's bylaws, CHI may, in exercise of its approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the Board and the President and Chief Executive Officer of the organization, recommend such other or different actions as it deems appropriate.
Form 990, Part VI, Q. 11b
Process the organization uses to review Form 990
THE ORGANIZATION'S ACCOUNTING PERSONNEL WORK WITH THE CHI TAX DEPARTMENT TO PREPARE THE FOrM 990. THE CEO, CFO, AND DIRECTOR OF FINANCE WILL REVIEW THE COMPLETED FROM 990 WHEN IT IS AVAILABLE. THE FORM 990 IS THEN PROVIDED TO THE BOARD OF DIRECTORS AND ANY NECESSARY REVISIONS WILL BE INCLUDED IN THE FINAL VERSION THAT IS APPROVED FOR FILING. Subsequent to the return being provided to the board, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.
Form 990, Part VI, Q. 12c
Procedures for monitoring and enforcing the COI policy
ST. JOSEPH'S HOSPITAL AND HEALTH CENTER ("SJHHC") HAD IN EFFECT FOR FY2011 A CONFLICT OF INTEREST POLICY COVERING ALL DIRECTORS AND OFFICERS HOLDING THE TITLE OF VICE-PRESIDENT OR ABOVE. THE POLICY PLACES ON EACH DIRECTOR A GENERAL OBLIGATION TO DISCLOSE TO THE CHAIR OF THE BOARD OF DIRECTORS ANY SITUATION THAT MAY CREATE A CONFLICT OF INTEREST AS SOON AS HE OR SHE BECOMES AWARE OF SUCH SITUATION. IN THE CASE OF AN OFFICER, DISCLOSURE MUST BE MADE TO THE PRESIDENT AND CEO OF SJHHC WHO HAS A DUTY TO REPORT SUCH DISCLOSURE TO THE BOARD CHAIR. IN ANY SITUATION WHERE THE DIRECTOR OR OFFICER IS IN DOUBT ABOUT WHETHER A CONFLICT OF INTEREST EXISTS, FULL DISCLOSURE SHOULD BE MADE SO AS TO PERMIT AN IMPARTIAL AND OBJECTIVE DETERMINATION. THE POLICY REQUIRES A WRITTEN RECORD OF THE DISCLOSURE TO BE MADE. IN ADDITION TO THE ONGOING DISCLOSURE OBLIGATION, ALL DIRECTORS AND OFFICERS ARE REQUIRED TO AT LEAST ANNUALLY COMPLETE, SIGN, AND RETURN A CONFLICT OF INTEREST DISCLOSURE STATEMENT. THE COMPLETED STATEMENTS WILL BE REVIEWED BY THE PRESIDENT AND CEO AND THE BOARD CHAIR. THE BOARD CHAIR OR DESIGNEE SHALL MAKE FURTHER INVESTIGATION OF CONFLICT OF INTEREST DISCLOSURES AS HE OR SHE MAY DEEM APPROPRIATE. BASED ON REVIEW AND EVALUATION OF THE RELEVANT FACTS AND CIRCUMSTANCES, THE BOARD CHAIR WILL MAKE AN INITIAL DETERMINATION AS TO WHETHER A CONFLICT OF INTEREST EXISTS AND WHETHER REVIEW AND APPROVAL OR OTHER ACTION BY THE BOARD OF DIRECTORS IS REQUIRED. A WRITTEN RECORD OF THE BOARD CHAIR'S DETERMINATION, INCLUDING RELEVANT FACTS AND CIRCUMSTANCES, WILL BE MADE. THE BOARD CHAIR SHALL THEN MAKE AN APPROPRIATE REPORT TO THE EXECUTIVE COMMITTEE OF THE BOARD CONCERNING SUCH REVIEW, EVALUATION, AND DETERMINATION. DIFFERENCES OF OPINION BETWEEN THE BOARD CHAIR AND ANOTHER DIRECTOR OR OFFICER AS TO WHETHER THE FACTS AND CIRCUMSTANCES OF A GIVEN SITUATION CONSTITUTE A CONFLICT OF INTEREST OR WHETHER THE BOARD'S REVIEW AND APPROVAL OR OTHER ACTION IS REQUIRED, THE MATTER SHALL BE SUBMITTED TO THE BOARD'S EXECUTIVE COMMITTEE WHICH SHALL MAKE A FINAL DETERMINATION AS TO THE MATTER PRESENTED. SUCH DETERMINATION, INCLUDING RELEVANT FACTS AND CIRCUMSTANCES, WILL BE REFLECTED IN THE COMMITTEE MINUTES AND WILL BE REPORTED TO THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS WILL CAREFULLY REVIEW AND SCRUTINIZE THE CONFLICT OF INTEREST AND MUST, IN GOOD FAITH, TAKE WHATEVER ACTION IS DEEMED APPROPRIATE UNDER THE CIRCUMSTANCES WITH RESPECT TO THE DIRECTOR OR OFFICER IN ORDER TO PROTECT THE INTERESTS OF THE CORPORATION. SUCH ACTION is DETERMINED BY A MAJORITY VOTE OF THE BOARD, WITHOUT COUNTING THE VOTE OF THE DIRECTOR OR OFFICER (IF A VOTING MEMBER OF THE BOARD) INVOLVED IN THE CONFLICT OF INTEREST. WHEN CONFLICTS OF INTEREST ARE CONSIDERED BY THE BOARD, THE DIRECTOR OR OFFICER MUST DISCLOSE ALL OF THE MATERIAL FACTS TO THE BOARD. THE DIRECTOR OR OFFICER SHALL NOT VOTE OR USE HIS OR HER PERSONAL INFLUENCE ON THE MATTER. THE DIRECTOR OR OFFICER SHALL BE EXCUSED FROM THE MEETING DURING DISCUSSION AND VOTE ON THE CONFLICT OF INTEREST. MINUTES OF THE BOARD OF DIRECTORS SHALL REFLECT THE FOLLOWING: THE INDIVIDUAL MAKING THE DISLOSURE, THE NATURE OF THE DISCLOSURE, DISCUSSION REGARDING ANY PROPOSED TRANSACTION, THE DECISION MADE BY THE BOARD, AND THAT THE INTERESTED DIRECTOR OR OFFICER (IF A VOTING MEMBER OF THE BOARD) ABSTAINED FROM VOTING.
Form 990, Part VI, Q. 15A
Process for Determining CEO's Compensation
The organization's CEO's compensation is paid by CHI. CHI has a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges are reviewed annually in comparison to market data. CHI uses The Hay Group as the independent third party to assess executive compensation programs and to ensure the reasonableness of actual salaries and total compensation packages. Compensation of the senior most executives is reviewed annually. The Hay Group reviews both cash and total compensation for overall reasonableness, for adherence to CHI's compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review is delivered by Hay Group to the HR committee of the CHI Board of Stewardship Trustees annually at their September meeting and minutes are shared with the full board at the December meeting. The last review was September 2011. In addition, in December 2009, Hay Group completed a comprehensive review of all positions at the level of vice president and above to determine and validate appropriate compensation levels.
Form 990, Part VI, Q. 15b
Process for Determining Compensation - Officers/Key Employees
The organization's other officers' compensation is paid by St. Joseph's Hospital and Health Center ("St. Joseph's Hospital"). Compensation of St. Joseph's Hospital's senior most executives is determined by the CHI Fargo Division Human Resources Department in conjunction with the St. Joseph's Hospital Human Resources Department and are annually reviewed on an individual basis. Both cash and total compensation are reviewed for overall reasonableness, for adherence to the Fargo Division's and St. Joseph's Hospital's compensation philosophies, for comparability with similar positions included in the salary surveys listed below, and for comparability with other affiliated facilities in the Fargo Division. Salary survey information from the HHRAM Salary Survey, the Sullivan Cotter & Associates Salary Survey, and the Manager and Executive Hospital and Health System Survey are used to provide a level of independent third-party assessment of executive compensation programs and to ensure reasonableness of actual salaries and total compensation packages. Final approval of compensation for St. Joseph's Hospital's senior management team positions is given by the Fargo Division Human Resources Department, the Fargo Division SVP, and the St. Joseph's Hospital CEO and is documented on the appropriate compensation approval forms and annual employee performance evaluations. In September, 2010 the Fargo Division Human Resources Department and the St. Joseph's Hospital Human Resources Department completed a review of all St. Joseph's Hospital's senior management team positions to determine and validate appropriate compensation levels.
Form 990, Part VI, Q. 19
Public Inspection of Documents
The organization's organizing documents and conflict of interest policy are not publicly available. The organization's financial statements are included in the Catholic Health Initiatives' consolidated audited financial statements available at www.catholichealthinit.org or at http://www.DacBond.com.
Form 990, Part VII
Estimate of Hours Devoted to Related Organizations
Compensation reported on the Form 990, Part VII was paid to these individuals by related organizations in fulfillment of their duties as full time, 60 hour per week employees of the related organizations.
Form 990, Part XI, Q. 5
Other Changes in Net assets or fund balances
St. Joseph's Hospital and health Center's other changes in net assets are as follows: Net Unrealized gains $ 2,242 Capital Resource Contributions $(39,420) CHI Connect Depreciation $ 50,428 Restricted Contribution $100,752 --------- Total $114,002
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.