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
WAKE FOREST UNIVERSITY HEALTH SCIENCES
Employer identification number
22-3849199
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 E(Form 990 or 990-EZ) Department of the TreasuryInternal Revenue Service
SchoolsComplete if the organization answered "Yes" to Form 990, Part IV, line 13, or Form 990-EZ, Part VI, line 48. Attach to Form 990 or Form 990-EZ.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
WAKE FOREST UNIVERSITY HEALTH SCIENCES
Employer identification number
22-3849199
Part I
YES
NO
1
Does the organization have a racially nondiscriminatory policy toward students by statement in its charter, bylaws,
other governing instrument, or in a resolution of its governing body?
......................
1
Yes
2
Does the organization include a statement of its racially nondiscriminatory policy toward students in all its
brochures, catalogues, and other written communications with the public dealing with student admissions,
programs, and scholarships?
......................................
2
Yes
3
Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media during
the period of solicitation for students, or during the registration period if it has no solicitation program, in a way
that makes the policy known to all parts of the general community it serves? If "Yes," please describe. If "No,"
please explain. If you need more space use Part II.
.............................
3
Yes
4
Does the organization maintain the following?
a
Records indicating the racial composition of the student body, faculty, and administrative staff?
..........
4a
Yes
b
Records documenting that scholarships and other financial assistance are awarded on a racially nondiscriminatory
Other extracurricular activities?
.....................................
5h
No
If you answered "Yes" to any of the above, please explain. If you need more space, use Part II.
6a
Does the organization receive any financial aid or assistance from a governmental agency?
............
6a
Yes
b
Has the organization's right to such aid ever been revoked or suspended?
...................
6b
No
If you answered "Yes" to either line 6a or line 6b, explain on Part II.
7
Does the organization certify that it has complied with the applicable requirements of sections 4.01 through 4.05
of Rev. Proc. 75-50, 1975-2 C.B. 587, covering racial nondiscrimination? If "No," explain on Part II.
7
Yes
Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50085D
Schedule E (Form 990 or 990-EZ) 2010
Schedule E (Form 990 or 990EZ) 2010
Page 2
Part II
Supplemental Information
Complete this part to provide the explanations required by Part I, lines 3, 4d, 5h, 6b, and 7, as applicable. Also complete this part to provide any other additional information (see instructions).
Identifier
Return Reference
Explanation
EXPLANATION OF NONDISCRIMINATORY POLICY PUBLICATION
SCHEDULE E, PART I, LINE 3
WFUHS PUBLISHES ITS NONDISCRIMINATION POLICY ON THE WAKEHEALTH.EDU WEBSITE, IN ADMISSION BROCHURES, AND OTHER MEDIA MATERIALS.
EXPLANATION OF GOVERNMENT FINANCIAL ASSISTANCE
SCHEDULE E, PART I, LINE 6
WFUHS RECEIVES FEDERAL FINANCIAL AID THROUGH THE U.S. DEPARTMENT OF EDUCATION'S FEDERAL FAMILY EDUCATION LOAN PROGRAM. WFUHS DISTRIBUTED THE FEDERAL LOANS TO APPROXIMATELY 599 STUDENTS IN FISCAL YEAR 2011.
Schedule E (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
WAKE FOREST UNIVERSITY HEALTH SCIENCES
Employer identification number
22-3849199
Identifier
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 2
MR. ROBERT E. GREENE, A DIRECTOR OF THE ORGANIZATION, SERVES AS AN OFFICER OF BB&T CORPORATION. MR. STEPHEN T. WILLIAMS, A DIRECTOR OF THE ORGANIZATION, SERVES AS A DIRECTOR OF BB&T CORPORATION. BB&T CORPORATION HAD A TRANSACTION WITH THE FILING ORGANIZATION AS REPORTED ON SCHEDULE L.
FORM 990, PART VI, SECTION A, LINE 3
HIGHLIGHTS OF REVISED GOVERNANCE DOCUMENTS OF WAKE FOREST UNIVERSITY HEALTH SCIENCES EFFECTIVE JULY 1, 2010, THE GOVERNING BOARDS OF FOUR NORTH CAROLINA NONPROFIT CORPORATIONS (WAKE FOREST UNIVERSITY, NORTH CAROLINA BAPTIST HOSPITAL, WAKE FOREST UNIVERSITY HEALTH SCIENCES, AND WAKE FOREST UNIVERSITY BAPTIST MEDICAL CENTER) ENTERED INTO AN AGREEMENT (THE MEDICAL CENTER INTEGRATION AGREEMENT" OR "MCIA") UNDER WHICH THE OPERATION OF EACH OF NORTH CAROLINA BAPTIST HOSPITAL ("NCBH") AND WAKE FOREST UNIVERSITY HEALTH SCIENCES ("WFUHS") WAS DELEGATED TO WAKE FOREST UNIVERSITY BAPTIST MEDICAL CENTER ("WFUBMC"). WFUHS IS A WHOLLY-CONTROLLED SUBSIDIARY ENTITY OF WAKE FOREST UNIVERSITY ("WFU"). WFUBMC IS NOW A MEMBERSHIP NONPROFIT CORPORATION WHOSE TWO EQUAL MEMBERS ARE NCBH (WHICH ENTITY IS UNRELATED TO WFU) AND WFU. THIS CONSOLIDATION OF MANAGEMENT IN WFUBMC OF THE VARIOUS ACADEMIC MEDICAL CENTER OPERATIONS, SUBJECT TO SUBSTANTIAL RESERVED POWERS IN EACH OF THE CONSTITUENT MEMBERS' (OR IN WFUHS') BOARDS, MANDATED CHANGES IN THE GOVERNANCE DOCUMENTS OF EACH ORGANIZATION. BELOW IS A SUMMARY OF THE SIGNIFICANT CHANGES TO THE GOVERNANCE DOCUMENTS OF WAKE FOREST UNIVERSITY HEALTH SCIENCES ADOPTED SINCE THE FILING OF THE PRIOR YEAR'S FORM 990: ARTICLES OF INCORPORATION ADDS AS A PURPOSE THAT WFUHS WILL CONDUCT ITS OPERATIONS AS A PART OF THE INTEGRATED HEALTH SYSTEM OF WAKE FOREST UNIVERSITY BAPTIST MEDICAL CENTER. AS REQUIRED BY THE STATE NONPROFIT CORPORATION ACT, INCLUDES PROVISION ON THE DELEGATION TO WFUBMC OF CERTAIN POWERS TO OPERATE WFUHS; IT IS ALSO NOTED THAT POWERS NOT SO DELEGATED ARE RETAINED BY THE WFUHS BOARD OR BY WFU. SPECIFIES THAT DIRECTORS ARE ELECTED BY WFU OR SERVE EX OFFICIO - THE LATTER BEING A REFERENCE TO TWO OF THE "HS DIRECTORS" (THE WFU PRESIDENT AND THE MEDICAL CENTER CEO) WHO HOLD THEIR SEATS ON THE WFUHS BOARD BY VIRTUE OF THOSE POSITIONS. BYLAWS NEW SECTION 4, "RELATIONSHIP WITH WAKE FOREST UNIVERSITY BAPTIST MEDICAL CENTER": STATES THAT WFU AND NCBH ARE THE TWO MEMBERS, EQUAL IN ALL RESPECTS, OF THE MEDICAL CENTER CORPORATION, AND EACH ELECT ONE-HALF OF ITS VOTING BOARD MEMBERS. REFERENCES AND CHARACTERIZES THE MCIA, AND STATES THAT ALL OPERATIONS OF WFUHS AND OF NCBH (INCLUDING ALL SUBSIDIARIES OF BOTH) ARE UNDER THE AUTHORITY OF THE MEDICAL CENTER. THE BYLAWS COMMITTEES RECOMMENDED THE INSERTION HERE OF THE LAST STATEMENT (IN SECTION 4.2) INDICATING THAT, WHILE THE INTENT THAT THE WFUHS BYLAWS BE IN NO WAY INCONSISTENT WITH THE MCIA IS EXPRESSED, IT ALSO DOES NOT IMPLY ANY RESTRICTION OR LIMITATION OF AUTHORITY OR POWER HELD BY EITHER WFU OR WFUHS UNDER THE MCIA. THE DELEGATION TO THE MEDICAL CENTER OF CERTAIN POWERS TO OPERATE WFUHS IS STATED, AND THAT ALL CORPORATE POWERS NOT SO DELEGATED ARE RETAINED BY THE WFUHS BOARD OR BY WFU. THE ELECTION OF DIRECTORS SECTION (5.2) CLARIFIES THAT TWO DIRECTORS ARE SELECTED NOT BY THE WFU BOARD BUT EX OFFICIO - THE WFU PRESIDENT AND THE MEDICAL CENTER CEO. THAT THOSE TWO PERSONS ARE NOT SUBJECT TO REMOVAL BY WFU WITH OR WITHOUT CAUSE AT ANY TIME IS ALSO NOTED (SECTION 5.4). SECTION 6.1 "OFFICERS" ALSO HAS SUBSTANTIAL REVISION. THE ROLE OF "THE PRESIDENT OF WAKE FOREST UNIVERSITY" IN WFUHS, AS ALTERED BY THE MCIA, IS IN 6.1.1. THE MCIA'S PROVISIONS ON MEDICAL CENTER LEADERSHIP NOW CONTROL, AND SO THE PRIOR LANGUAGE REGARDING THE WFU PRESIDENT'S RIGHT TO APPOINT THE WFUHS CHIEF EXECUTIVE HAS BEEN DELETED, BUT THE RESPONSIBILITY OF THE WFU PRESIDENT TO ENSURE THAT WFUHS "CONTINUES TO BE AN INTEGRAL PART OF THE WAKE FOREST UNIVERSITY SYSTEM", REMAINS. THE FORMER SECTION REGARDING THE WFUHS PRESIDENT IS REPLACED WITH A NEW SECTION (6.1.2) ON THE WFUHS CEO. THE MEDICAL CENTER CEO HOLDS THIS OFFICE IN WFUHS (AND IN NCBH) AS WELL, BUT ALSO SERVES AS CHIEF ACADEMIC OFFICER OF THE MEDICAL CENTER AND IN THAT ROLE, WITH THE WFU PRESIDENT'S CONCURRENCE, APPOINTS THE DEAN OF THE MEDICAL SCHOOL. THE CEO'S REPORTING RELATIONSHIP TO THE WFU PRESIDENT WITH RESPECT TO THE ACADEMIC MISSION, AS EXECUTIVE VP FOR HEALTH AFFAIRS, A WFU CORPORATE OFFICE, IS ALSO NOTED (IN ADDITION TO THE MEDICAL CENTER CEO'S REPORTING RELATIONSHIP TO THE WFUBMC BOARD). (6.1.2.1) A NEW SECTION 6.1.2.2 IS ADDED GRANTING THE CEO AUTHORITY TO ACT FOR WFUHS AND ITS BOARD ON MATTERS RELATING TO WFUHS SUBSIDIARY CORPORATIONS, IN ACCORDANCE WITH BUDGETARY AUTHORITY AND UNLESS OTHERWISE LIMITED BY THE BOARD. THIS IS TO ENABLE OPERATIONAL EFFICIENCY WITH ROUTINE SUBSIDIARY MATTERS. A PROVISION NOTING THAT THE MEDICAL CENTER CEO'S TERMINATION WILL RESULT IN HIS OR HER AUTOMATIC CONCURRENT TERMINATION FROM ALL OFFICES AND POSITIONS IN ALL WFUHS-CONTROLLED AFFILIATES, IS ADDED AT SECTION 6.1.2.3. THE SECTION ON OTHER CORPORATE OFFICERS (6.1.6) ADOPTS THE MCIA'S LANGUAGE THAT IN GENERAL, THE CORPORATE OFFICERS OF WFUBMC WILL SERVE AS THE CORPORATE OFFICERS OF WFUHS. A SEPARATE SECTION ON THE WFUHS PRESIDENT WAS NOT RETAINED, AS THAT OFFICE DID NOT CONTINUE AFTER JUNE 30, 2011, AND AS THE WFUHS CHIEF EXECUTIVE DUTIES HAVE BEEN ASSUMED BY THE CEO. SECTION 7 OF THE BYLAWS, "BUSINESS OF THE CORPORATION", AGAIN IMPORTS HEAVILY THE LANGUAGE OF THE MCIA CONCERNING VARIOUS OPERATIONS. UNDER "EMPLOYEES" (7.1), IT IS CLARIFIED THAT NON-FACULTY EMPLOYEES MAY BE EMPLOYED BY THE MEDICAL CENTER ENTITY (WFUHS OR NCBH) THAT THE MEDICAL CENTER DEEMS MOST APPROPRIATE, WHILE FOR FACULTY EMPLOYEES, WFU RETAINS AUTHORITY OVER ANY MEDICAL CENTER DECISION TO CHANGE THE LOCUS OF A FACULTY MEMBER'S EMPLOYMENT. SECTION 7.2 ON FINANCE INCLUDES IN ITS PROVISIONS NEW LANGUAGE ON FUNDS, BUDGETS, DEBT, FINANCIAL REPORTING, AND PROPERTY INCORPORATING MANY SPECIFIC PROVISIONS AND RESERVED POWERS FROM THE MCIA, ALL OF WHICH EMPHASIZE THE MCIA'S FOCUS ON A "SINGLE BOTTOM LINE" FOR THE MEDICAL CENTER, WHILE RECOGNIZING THE SEPARATE ASSETS OF THE NCBH AND WFUHS SEPARATE CORPORATE ENTITIES, AND WFU'S CONTINUING INTEREST IN CONSOLIDATION OF ITS FINANCIAL STATEMENTS WITH THOSE OF WFUHS. FURTHER RESERVED POWERS (RESERVED TO THE WFUHS PARENT, WFU) APPLICABLE TO ACADEMIC AND ADMISSION POLICIES; ACADEMIC STANDARDS AND CURRICULUM; AFFILIATIONS; AND FACULTY APPOINTMENT, PROMOTION, AND TENURE, ARE INCLUDED IN SECTION 8 OF THE BYLAWS. THE WFU BOARD'S REVIEW OF THE OPERATIONS OF WFUHS IS, IN SECTION 9, EXPANDED TO INCLUDE REVIEW OF THE OPERATIONS OF THE MEDICAL CENTER. SECTION 10, "LIMITATIONS", INCLUDES RESERVED POWERS AS TO ANY PROPOSED CHANGE TO THE WFUBMC NAME, THE PUBLIC USE OF THE NAME, OR TO THE NAMES OF WFU, WFU SCHOOL OF MEDICINE, OR WFUHS. (10.1)
FORM 990, PART VI, SECTION A, LINE 4
SEE PART VI, SECTION A, LINE 3
FORM 990, PART VI, SECTION A, LINE 6
WAKE FOREST UNIVERSITY IS THE SOLE MEMBER OF WAKE FOREST UNIVERSITY HEALTH SCIENCES.
FORM 990, PART VI, SECTION A, LINE 7A
THE DIRECTORS OF WAKE FOREST UNIVERSITY HEALTH SCIENCES ARE ELECTED BY THE BOARD OF TRUSTEES OF ITS SOLE MEMBER, WAKE FOREST UNIVERSITY.
FORM 990, PART VI, SECTION A, LINE 7B
DECISIONS OF THE ORGANIZATION'S GOVERNING BODY WHICH REQUIRE APPROVAL BY THE ORGANIZATION'S SOLE MEMBER, WAKE FOREST UNIVERSITY, INCLUDE AMENDMENTS TO CERTAIN FUNDAMENTAL DOCUMENTS (ARTICLES OF INCORPORATION AND BYLAWS); THE CONVEYANCE OR ENCUMBRANCE OF THE ORGANIZATION'S REAL ESTATE; ACADEMIC APPOINTMENT OF FACULTY, GRANT OF TENURE AND DISMISSAL; AND DISSOLUTION.
FORM 990, PART VI, SECTION B, LINE 11
THE FILING ORGANIZATION'S BOARD OF DIRECTORS RECEIVES COPIES OF THE FORM 990 WITH SUFFICIENT TIME TO PERMIT REVIEW, COMMENT, AND QUESTIONS PRIOR TO ITS FILING. THE AUDIT AND COMPLIANCE COMMITTEES OF THE GOVERNING BOARD OF THE FILING ORGANIZATION REVIEWS IN ADDITIONAL DETAIL THE FILING ORGANIZATION'S FORM 990 WITH THE ORGANIZATION'S CHIEF FINANCIAL OFFICER OR HIS DESIGNEE, WHO ANSWERS QUESTIONS AND ADDRESSES CONCERNS RAISED BY SUCH COMMITTEE MEMBERS OR OTHER FILING ORGANIZATION DIRECTORS. IF MODIFICATIONS ARE REQUIRED FOLLOWING SUCH REVIEW AND COMMENT, THE REVISED FORM 990 IS REDISTRIBUTED TO ALL DIRECTORS PRIOR TO ITS FILING WITH THE IRS, ALONG WITH A REPORT NOTING THE MODIFICATIONS.
FORM 990, PART VI, SECTION B, LINE 12C
THE ORGANIZATION REQUIRES OFFICERS AND KEY EMPLOYEES TO ANNUALLY REVIEW THE CONFLICT OF INTEREST POLICY AND DETERMINE ANY POTENTIAL CONFLICTS OF INTEREST. ANY POTENTIAL CONFLICTS NOTED IN THE QUESTIONNAIRE ARE REVIEWED BY A STANDING COMMITTEE FOR APPROPRIATE RESOLUTION. ALL MEMBERS OF THE BOARD OF DIRECTORS ARE REQUIRED TO DETERMINE AND REPORT ANNUALLY, AND AS THEY ARISE, ANY POTENTIAL CONFLICTS OF INTEREST TO THE SECRETARY OF THE BOARD OF DIRECTORS. THE RESOLUTION OF POTENTIAL AND ACTUAL CONFLICTS IS SUBJECT TO THE APPROVAL OF THE CHAIR OF THE BOARD AND IS REPORTED TO THE CHAIR OF THE AUDIT & COMPLIANCE COMMITTEE OF THE BOARD OF DIRECTORS.
FORM 990, PART VI, SECTION B, LINE 15
THE FILING ORGANIZATION'S EXECUTIVE COMMITTEE OF ITS BOARD OF DIRECTORS FUNCTIONS AS THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS AND PURSUANT TO A DELEGATION BY SUCH OTHER ENTITIES, REVIEWS AND APPROVES THE APPOINTMENT AND COMPENSATION OF THE SENIOR EXECUTIVES OF THE FILING ORGANIZATION. NO MEMBER OF THE FILING ORGANIZATION'S EXECUTIVE COMMITTEE IS AN EMPLOYEE OF THE MEDICAL CENTER. THE EXECUTIVE COMMITTEE RELIES UPON AN EXTERNAL, INDEPENDENT COMPENSATION CONSULTANT EXPERIENCED IN HEALTHCARE TO PROVIDE THE COMMITTEE WITH COMPENSATION COMPARABILITY DATA FOR NEW EXECUTIVE POSITION APPOINTMENTS AND FOR COMPENSATION REVIEWS FOR EXISTING EXECUTIVES. THE CONSULTANT, WHICH IS RETAINED DIRECTLY BY THE EXECUTIVE COMMITTEE, PROVIDES THIRD-PARTY INFORMATION AND EVALUATES THE COMPETITIVENESS AND REASONABLENESS OF EXECUTIVE COMPENSATION AND BENEFITS PROGRAMS IN RELATION TO MARKET PRACTICES FOR SIMILARLY-SITUATED NONPROFIT HEALTHCARE ORGANIZATIONS. THE COMMITTEE MAKES ITS DECISIONS WITH RESPECT TO EXECUTIVE COMPENSATION IN ACCORDANCE WITH THE FILING ORGANIZATION'S POLICIES, IRS REGULATIONS, AND STANDARD CORPORATE GOVERNANCE PRACTICES. SUCH POLICIES INCLUDE ADHERENCE TO: BOARD-ESTABLISHED EXECUTIVE COMPENSATION PHILOSOPHY AND REVIEW PROCESSES; PROCESSES ENSURING EXECUTIVE COMMITTEE MEMBER AND COMPENSATION CONSULTANT INDEPENDENCE; USE OF VALID MARKET COMPARISONS OF DATA FROM PEER ACADEMIC MEDICAL CENTERS OF SIMILAR ORGANIZATIONAL STRUCTURE, SIZE, AND COMPLEXITY; CAREFUL DOCUMENTATION OF ALL COMPENSATION DECISIONS; AND ESTABLISHMENT OF THE REBUTTABLE PRESUMPTION OF REASONABLENESS, PER IRS GUIDELINES. MINUTES OF THE DELIBERATIONS OF THE EXECUTIVE COMMITTEE ARE CONTEMPORANEOUSLY MAINTAINED AND THAT COMPARABILITY DATA IS MAINTAINED IN THE MEDICAL CENTER'S OFFICE OF EXECUTIVE COMPENSATION SERVICES. IN THE EVENT THAT A MEMBER OF THE EXECUTIVE COMMITTEE HAS A CONFLICT OF INTEREST RELATED TO EXECUTIVE APPOINTMENT OR COMPENSATION, THAT MEMBER DOES NOT PARTICIPATE IN THE DELIBERATION OR APPROVAL OF APPOINTMENT OR COMPENSATION AND SUCH ABSTENTION IS NOTED IN THE COMMITTEE'S MEETING MINUTES.
FORM 990, PART VI, SECTION C, LINE 19
THE ORGANIZATION'S ARTICLES OF INCORPORATION ARE AVAILABLE TO THE PUBLIC ON REQUEST AND ARE AVAILABLE ON THE WEBSITE OF THE NORTH CAROLINA SECRETARY OF STATE. THE ORGANIZATION'S BYLAWS ARE NOT PUBLISHED, BUT PROVISIONS FROM THE BYLAWS ARE INCLUDED AS NECESSARY IN THE ORGANIZATION'S POLICIES, AND ARE ATTACHED TO THE FORM 1023 FILED FOR THE ORGANIZATION WITH THE IRS, WHICH IS PUBLICLY AVAILABLE.
FORM 990, PART VII, SECTION A:
THE FOLLOWING PERSONS WERE COMPENSATED DIRECTLY BY WAKE FOREST UNIVERSITY HEALTH SCIENCES, THE FILING ORGANIZATION, WAKE FOREST UNIVERSITY, A RELATED (SUPPORTED) ORGANIZATION OF THE FILING ORGANIZATION, OTHER ORGANIZATIONS RELATED TO WAKE FOREST UNIVERSITY, OR NORTH CAROLINA BAPTIST HOSPITAL, AN UNRELATED ORGANIZATION, FOR SERVICES PERFORMED FOR THE FILING ORGANIZATION. EACH PERSON'S POSITION IN EACH ORGANIZATION, AND THE AVERAGE HOURS PER WEEK THAT THEY DEVOTE TO EACH ENTITY, ARE SHOWN BELOW.
NATHAN O. HATCH, PH.D. OFFICER, DIRECTOR, FILING ORGANIZATION _3_ HOURS PER WEEK PRESIDENT, WAKE FOREST UNIVERSITY _25_ HOURS PER WEEK PRESIDENT, WFU FOUNDATION _.2 _ HOURS PER WEEK PRESIDENT, WFU DEVELOPMENT FOUNDATION _.3 _ HOURS PER WEEK OFFICER, REYNOLDA HOUSE, INC. _.5 _ HOURS PER WEEK DIRECTOR, WAKE FOREST UNIV BAPTIST MEDICAL CENTER _8_ HOURS PER WEEK DIRECTOR/BOARD CHAIR, PIEDMONT TRIAD RESEARCH PARK _2_ HOURS PER WEEK DIRECTOR, PTRP DEVELOPMENT CORPORATION _1_ HOUR PER WEEK J. REID MORGAN SECR AND GENERAL COUNSEL, FILING ORGANIZATION _5_ HOURS PER WEEK SECR AND GENERAL COUNSEL, WAKE FOREST UNIVERSITY _20_ HOURS PER WEEK SECRETARY, WFU FOUNDATION _.2 _ HOURS PER WEEK SECRETARY, WFU DEVELOPMENT FOUNDATION _.3 _ HOURS PER WEEK ASSISTANT SECRETARY, WFU BAPTIST MEDICAL CENTER _6_ HOURS PER WEEK DIRECTOR, SECRETARY, PIEDMONT TRIAD RESEARCH PARK _7_ HOURS PER WEEK DIRECTOR, SECRETARY, PTRP DEVELOPMENT CORPORATION _.6 _ HOURS PER WEEK SECRETARY, IDEALLIANCE _.2_ HOURS PER WEEK SECRETARY, IDEALLIANCE FOUNDATION _.2 _ HOURS PER WEEK SECRETARY, DIALYSIS CENTERS (GROUP RETURN) _.5_ HOURS PER WEEK ANITA M. CONRAD ASSISTANT SECRETARY, FILING ORGANIZATION _8_ HOURS PER WEEK ASSISTANT SECRETARY, WAKE FOREST UNIVERSITY _20_ HOURS PER WEEK ASSISTANT SECRETARY, WFU FOUNDATION _1_ HOUR PER WEEK ASSISTANT SECRETARY, WFU DEVELOPMENT FOUNDATION _1_ HOUR PER WEEK ASSISTANT SECRETARY, PIEDMONT TRIAD RESEARCH PARK _8_ HOURS PER WEEK ASSISTANT SECRETARY, PTRP DEVELOPMENT CORPORATION _2_ HOURS PER WEEK WILLIAM B. APPLEGATE, M.D. PRESIDENT, FILING ORGANIZATION _30_ HOURS PER WEEK OFFICER, PIEDMONT TRIAD RESEARCH PARK _3_ HOURS PER WEEK DIRECTOR AND OFFICER, PTRP DEVELOPMENT CORPORATION _1_ HOUR PER WEEK OFFICER, IDEALLIANCE _.2_ HOURS PER WEEK OFFICER, IDEALLIANCE FOUNDATION _.2 _ HOURS PER WEEK TRUSTEE, THE MEDICAL FOUNDATION _.1 _ HOURS PER WEEK PRES, DIALYSIS ACCESS GP OF WAKE FOREST UNIV, LLC _1_ HOURS PER WEEK DIRECTOR/CHAIR, PRES, DIALYSIS CTRS (GP RETURN) _4.5_ HOURS PER WEEK DOUGLAS L. EDGETON EXECUTIVE VICE PRESIDENT, FILING ORGANIZATION _15_ HOURS PER WEEK DIRECTOR, PRESIDENT, PTRP _10_ HOURS PER WEEK DIRECTOR, PRESIDENT, PTRP DEVELOPMENT CORPORATION _5_ HOURS PER WEEK DIRECTOR, PRESIDENT, IDEALLIANCE _.2 _ HOURS PER WEEK DIRECTOR, PRESIDENT, IDEALLIANCE FOUNDATION _.2_ HOURS PER WEEK TRUSTEE, SECRETARY, TREASURER, THE MEDICAL FDTN _.1_ HOURS PER WEEK VICE PRESIDENT/TREASURER, DIALYSIS ACCESS GP OF WAKE FOREST UNIV, LLC _1_ HOUR PER WEEK DIRECTOR, VP/TREASURER, DIALYSIS CTRS (GP RET) _3.5_ HOURS PER WEEK EXECUTIVE VICE PRESIDENT, WFU BAPTIST MEDICAL CTR _5_ HOURS PER WEEK EXECUTIVE VICE PRESIDENT, NCBH _1_ HOUR PER WEEK TERRY L. HALES, JR. ASSISTANT TREASURER, FILING ORGANIZATION _24.6_ HOURS PER WEEK VICE PRESIDENT, TREAS, PIEDMONT TRIAD RESEARCH PK _4__ HOURS PER WEEK TREASURER, PTRP DEVELOPMENT CORPORATION _2 _ HOURS PER WEEK DIRECTOR, TREASURER, IDEALLIANCE _.2_ HOURS PER WEEK DIRECTOR, TREASURER, IDEALLIANCE FOUNDATION _.2_ HOURS PER WEEK ASSIST TREASURER, DIALYSIS ACCESS GP OF WAKE FOREST UNIV, LLC _1_ HOUR PER WEEK DIRECTOR/ASSIST TREAS, DIALYSIS CTRS (GROUP RETURN) _2_ HOURS PER WEEK DIRECTOR, DAVIDSON HEALTHCARE INC. _3_ HOURS PER WEEK DIRECTOR, LEXINGTON MEMORIAL HOSPITAL _3_ HOURS PER WEEK JOHN D. MCCONNELL, M.D. DIRECTOR, CEO, FILING ORGANIZATION _11_ HOURS PER WEEK CEO, WFU BAPTIST MEDICAL CENTER _5_ HOURS PER WEEK DIRECTOR/CEO, NC BAPTIST HOSPITAL _16 _ HOURS PER WEEK DIRECTOR, PIEDMONT TRIAD RESEARCH PARK _1_ HOUR PER WEEK DIRECTOR, PTRP DEVELOPMENT CORPORATION _1_ HOUR PER WEEK DIRECTOR, IDEALLIANCE _.2 _ HOURS PER WEEK DIRECTOR, IDEALLIANCE FOUNDATION _.2_ HOURS PER WEEK DIRECTOR/CHAIR, PRES, DIALYSIS CTRS (GP RETURN) _.5_ HOURS PER WEEK PRESIDENT, DIALYSIS ACCESS GP OF WAKE FOREST UNIV, LLC _.5 _ HOURS PER WEEK EDWARD G. CHADWICK TREASURER, CFO, FILING ORGANIZATION _14_ HOURS PER WEEK TREASURER, WFU BAPTIST MEDICAL CENTER _5_ HOURS PER WEEK TREASURER, NC BAPTIST HOSPITAL _21_ HOURS PER WEEK RUSSELL M. HOWERTON, M.D. CHIEF MEDICAL OFFICER, WFU BAPTIST HEALTH SYSTEM, FILING ORGANIZATION _15_ HOURS PER WEEK CHIEF MEDICAL OFFICER, WFU BAPTIST HEALTH SYSTEM, NORTH CAROLINA BAPTIST HOSPITAL _20_ HOURS PER WEEK CHIEF MEDICAL OFFICER, WFU BAPTIST HEALTH SYSTEM, BAPTIST MEDICAL CENTER _5_ HOURS PER WEEK MEMBER, DAVIE COUNTY EMERGENCY HEALTH CORPORATION _1_ HOUR PER WEEK KAREN H. HUEY VP, FACILITIES, FILING ORGANIZATION _9_ HOURS PER WEEK VP, FACILITIES, WFU BAPTIST MEDICAL CENTER _ 5_ HOURS PER WEEK VP, FACILITIES, NC BAPTIST HOSPITAL __26_ HOURS PER WEEK CHERYL E. H. LOCKE VP CHIEF HUMAN RESOURCES OFFICER, FILING ORGANIZATION _9_ HOURS PER WEEK VP, CHIEF HUMAN RESOURCES OFFICER, WFU BAPTIST MEDICAL CTR _ 5_ HOURS PER WEEK VP, CHIEF HUMAN RESOURCES OFFICER, NC BAPTIST HOSP _26_ HOURS PER WEEK NORMAN B. POTTER, JR. VP, DEVELOPMENT AND ALUMNI AFFAIRS, FILING ORGANIZATION _ 9_ HOURS PER WEEK VP, DEVELOPMENT AND ALUMNI AFFAIRS, WFU BAPTIST MED CTR _5_ HOURS PER WEEK VP, DEVELOPMENT AND ALUMNI AFFAIRS, NC BAPTIST HOSP _26_ HOURS PER WEEK JOANNE C. RUHLAND VP, GOVERNMENT AFFAIRS, FILING ORGANIZATION _ 9_ HOURS PER WEEK VP, GOVERNMENT AFFAIRS, WFU BAPTIST MEDICAL CENTER _ 5_ HOURS PER WEEK VP, GOVERNMENT AFFAIRS, NC BAPTIST HOSPITAL _26_ HOURS PER WEEK SHEILA M. SANDERS VP, CHIEF INFORMATION OFFICER, FILING ORGANIZATION _9_ HOURS PER WEEK VP, CHIEF INFORMATION OFFICER, WFU BAPTIST MED CTR _5_ HOURS PER WEEK VP, CHIEF INFORMATION OFFICER, NC BAPTIST HOSPITAL _26_ HOURS PER WEEK THOMAS E. SIBERT, M.D. PRESIDENT AND COO, WFU BAPTIST HEALTH SYSTEM, FILING ORGANIZATION _8_ HOURS PER WEEK PRESIDENT AND COO, WFU BAPTIST HEALTH SYSTEM, WFU BAPTIST MEDICAL CENTER _5_ HOURS PER WEEK PRESIDENT AND COO, WFU BAPTIST HEALTH SYSTEM, NC BAPTIST HOSPITAL _26_ HOURS PER WEEK TRUSTEE, WFUBMC COMMUNITY PHYSICIANS _1_ HOUR PER WEEK LISA M. WYATT VP, CHIEF COMMUNICATIONS/MARKETING OFFICER, FILING ORGANIZATION _9_ HOURS PER WEEK VP, CHIEF COMMUNICATIONS/MARKETING OFFICER, WFU BAPTIST MEDICAL CENTER _5_ HOURS PER WEEK VP, CHIEF COMMUNICATIONS/MARKETING OFFICER, NC BAPTIST HOSPITAL _26_ HOURS PER WEEK GRAHAM F. BENNETT DIRECTOR, FILING ORGANIZATION _4_ HOURS PER WEEK DIRECTOR, WAKE FOREST UNIVERSITY BAPTIST MED CTR _2_ HOURS PER WEEK DONNA A. BOSWELL DIRECTOR, FILING ORGANIZATION _4_ HOURS PER WEEK TRUSTEE, WAKE FOREST UNIVERSITY _3_ HOURS PER WEEK DIRECTOR, WFU BAPTIST MEDICAL CENTER _2_ HOURS PER WEEK RICHARD A. BRENNER DIRECTOR, FILING ORGANIZATION _4_ HOURS PER WEEK GRAHAM W. DENTON, JR. DIRECTOR, FILING ORGANIZATION _4_ HOURS PER WEEK DIRECTOR, WFU BAPTIST MEDICAL CENTER _6_ HOURS PER WEEK DONALD E. FLOW DIRECTOR/BOARD CHAIR, FILING ORGANIZATION _6_ HOURS PER WEEK TRUSTEE, WAKE FOREST UNIVERSITY _3_ HOURS PER WEEK DIRECTOR, WFU BAPTIST MEDICAL CENTER _2_ HOURS PER WEEK DENISE JAMES GATLING DIRECTOR, FILING ORGANIZATION _4_ HOURS PER WEEK ROBERT E. GREENE DIRECTOR, FILING ORGANIZATION _4_ HOURS PER WEEK DIRECTOR, PIEDMONT TRIAD RESEARCH PARK _1_ HOUR PER WEEK TRUSTEE, WFU BAPTIST MEDICAL CENTER _2_ HOURS PER WEEK J. ANDREWS HANCOCK, III DIRECTOR, FILING ORGANIZATION _4_ HOURS PER WEEK ANN S. HANES DIRECTOR, FILING ORGANIZATION _4_ HOURS PER WEEK JAMES R. HELVEY, III DIRECTOR, FILING ORGANIZATION _4_ HOURS PER WEEK TRUSTEE, WAKE FOREST UNIVERSITY _5_ HOURS PER WEEK TRUSTEE, WFU DEVELOPMENT FDTN (UNTIL 7-16-10) _.1 _ HOURS PER WEEK ANDREW J. SCHINDLER DIRECTOR, FILING ORGANIZATION _4_ HOURS PER WEEK TRUSTEE, WAKE FOREST UNIVERSITY _3_ HOURS PER WEEK DIRECTOR, WFU BAPTIST MEDICAL CENTER _2_ HOURS PER WEEK MITESH B. SHAH DIRECTOR, FILING ORGANIZATION _4_ HOURS PER WEEK TRUSTEE, WAKE FOREST UNIVERSITY _3_ HOURS PER WEEK TRUSTEE, WFU DEVELOPMENT FOUNDATION _.5 _ HOURS PER WEEK JAMES DENMAN SHELTON DIRECTOR, FILING ORGANIZATION _4_ HOURS PER WEEK JAMES T. WILLIAMS, JR. DIRECTOR, FILING ORGANIZATION _4_ HOURS PER WEEK TRUSTEE, WAKE FOREST UNIVERSITY _20_ HOURS PER WEEK STEPHEN T. WILLIAMS DIRECTOR, FILING ORGANIZATION _4_ HOURS PER WEEK KYLE A. YOUNG, M.D. DIRECTOR, FILING ORGANIZATION _4_ HOURS PER WEEK TRUSTEE, WAKE FOREST UNIVERSITY _4_ HOURS PER WEEK RAYMOND ROY, M.D. FORMER, FILING ORGANIZATION _40_ HOURS PER WEEK
CHANGES IN NET ASSETS OR FUND BALANCES:
FORM 990, PART XI, LINE 5:
NET UNREALIZED GAINS ON INVESTMENTS: 42,287,666.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.