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
Carroll Hospital Center Inc
Employer identification number
52-1452024
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
Carroll Hospital Center Inc
Employer identification number
52-1452024
Identifier
Return Reference
Explanation
FAMILY OR BUSINESS RELATIONSHIP
PART VI LINE 2
CHARLES FISHER SR AND CHARLES FISHER JR HAVE A FATHER/SON RELATIONSHIP. CHARLES FISHER SR AND CHARLES FISHER JR HAVE A BUSINESS RELATIONSHIP. MIRIAM BECK AND JEFF WOTHERS HAVE A MOTHER-N-LAW/SON-N-LAW RELATIONSHIP.
DESCRIPTION OF REVIEW PROCESS
PART VI LINE 11
The Hospital's Form 990 is reviewed in detail between the preparer, an outside accounting firm, and the Finance Department of the Hospital. A copy of the draft Form 990 is presented to the Hospital's Risk, Audit and Compliance ("RAC") Committee, at which time RAC Committee members may ask any questions or provide comments regarding the draft Form 990. Prior to filing the Form 990, the Hospital provides a copy of the Form 990 to each member of the Board of Directors for their review, questions, and comments, which feedback is then incorporated into the filed Form 990.
CONFLICTS MONITORING AND ENFORCEMENT
PART VI LINE 12C
The Conflict of Interest Policy applies to Carroll Hospital Center and its direct and indirect subsidiaries and parent organization. Review of Disclosure Statements/Report to the Board. The Chief Executive Officer of the Hospital Organization, the Governance Committee and the Corporate Compliance Officer shall review the matters disclosed in the Disclosure Statements and shall submit to the Hospital Organization's Board of Directors an annual summary or spreadsheet of the disclosures and his or her recommendation for the resolution of any conflicts disclosed. In formulating recommendations, the Chief Executive Officer shall consult with appropriate officers of the Hospital Organization and counsel as necessary. The Board of Directors of the Hospital Organization, acting in the best interests of the Hospital Organization, shall have sole discretion to make all final decisions regarding conflicts of interest, other than those regarding gifts to Hospital Organization employees which shall be resolved by the appropriate supervisory executive. However, no person shall be involved in considering the existence of an actual or potential conflict of interest, in the management and oversight of a conflict relationship, or in the determination of discipline for violations of this Policy, if that person is a party or potential party to that conflict. All final decisions regarding conflicts of interest shall be reflected in a revised annual summary or spreadsheet of conflict disclosures which will be shared with each director. The Chair and Vice-Chair of the Board, and all Board committee chairs, shall have this revised summary or spreadsheet available at the time of all Board and Board committee meetings in case a matter involving a potential conflict arises. CONFLICT OF INTEREST RECUSAL PROCEDURE FOR BOARD MEETINGS Whenever a Hospital Organizations' Board or Board committee is to consider a transaction or an arrangement with another organization, entity or individual in which or with whom a person covered by this Policy has a relationship creating an actual or potential conflict of interest, the following procedures shall be employed: A. The interested person must fully disclose the actual or potential conflict of interest to the Board; B. The interested person should be asked to leave the meeting during discussion of the potential conflict and any related votes, but the interested person may make a statement or answer any questions on the matter before departing the meeting; C. If appropriate, the Board or Board committee may appoint a non-interested person or committee to investigate alternatives to the proposed transaction or arrangement; D. To consider the proposed transaction or arrangement, the Board must: 1. find, by a majority vote of directors then in office, not counting the interested person, that the proposed transaction or arrangement is in the Hospital Organization's best interest and for the Hospital Organization's own benefit, it is fair and reasonable, and that, after reasonable investigation, the Hospital Organization cannot obtain a more advantageous transaction or arrangement using reasonable efforts; and 2. vote on the transaction or arrangement, approval requiring a majority vote of directors then in office, not counting the interested person. E. The minutes should include: (1) the name of the person disclosing the conflict of interest and a description of the conflict; (2) the Board's determination of whether there is a conflict; (3) the names and votes of persons present for the discussions and votes relating to the transaction or arrangement; and (4) the content of those discussions including the Board's determination of whether or not the transaction or arrangement is in the Hospital Organization's best interest, fair and reasonable, and the best reasonably available alternative Ongoing Duty to Disclose One's Own or Others' Conflicts of Interest. As an actual or potential conflict of interest can arise at any time, any actual or potential conflict must be disclosed promptly in writing by use of a supplemental Disclosure Statement, as soon as its existence is or should be known. If a person is in doubt about a situation, the person should consult with the Chief Executive Officer, Board Chairman or the Hospital Organization's Compliance Officer. Persons should err on the side of disclosure so that a conflict of interest assessment can be made. The potential conflict will be referred to the Governance committee for review and a response will be provided within 14 days. Noncompliance with the policy: The Organization's Board of Directors retains broad power and sole discretion under this Policy to: (1) determine the existence of actual or potential conflicts of interest; (2) subject conflict of interest relationships to appropriate oversight, management, conditions, restrictions and prohibitions; and (3) impose appropriate sanctions. A breach of this Policy can become grounds for discipline, up to and including removal from office or, for management personnel, termination of employment. It may also result in cessation of business with a vendor and in liability for damages. Grounds for discipline include, but are not limited to: A. willful failure to sign and return the Conflict of Interest Disclosure Statement in accord with this Policy; B. a material misstatement or omission in the Disclosure Statement; C. willful failure to disclose an actual or potential conflict of interest at any time in accord with the requirements of this Policy; D. willful participation in a vote or decision involving a transaction which raises an undisclosed conflict of interest; or E. willful disclosure or use of confidential information regarding the affairs, business or plans of a Hospital Organization for any purpose other than in furtherance of the affairs and best interests of the Hospital Organization.
PROCESS FOR DETERMINING COMPENSATION
PART VI LINE 15
THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF CARROLL HOSPITAL CENTER, WHICH IS COMPRISED OF INDEPENDENT BOARD MEMBERS DETERMINED TO BE FREE OF ANY CONFLICT OF INTEREST, IS CHARGED WITH DETERMINING EXECUTIVE COMPENSATION AND ESTABLISHING PERFORMANCE CRITERIA ACCORDING TO AN APPROVED COMPENSATION PHILOSOPHY. THE COMMITTEE WORKS WITH AN INDEPENDENT EXECUTIVE COMPENSATION CONSULTING AND ADVISORY FIRM, YAFFE & COMPANY, THAT PROVIDES MARKET SURVEY DATA CONCERNING COMPENSATION AND BENEFIT LEVELS FOR FUNCTIONALLY COMPARABLE HEALTHCARE EXECUTIVES IN SIMILAR HOSPITALS ACROSS THE REGION AND THE NATION BASED ON SEVERAL FACTORS INCLUDING SIZE, GEOGRAPHY, HOSPITAL TYPE AND COMPLEXITY. THE COMMITTEE REVIEWS AND APPROVES THE COMPENSATION OF THE SENIOR EXECUTIVES AND ENSURES THAT ALL FORMS OF EXECUTIVE COMPENSATION ARE REASONABLE, APPROPRIATE AND CONSISTENT WITH ITS COMPENSATION PHILOSOPHY. THE COMMITTEE CONTEMORANEOUSLY DOCUMENTS ITS DECISIONS IN MEETING MINUTES.
DOCUMENT AVAILABILITY
PART VI, LINE 19
THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST.
RECONCILIATION OF NET ASSETS
PART XI, LINE 5
UNREALIZED GAIN $ 4,498,951 BOOK/TAX DIFFERENCE K-1 (1,013,121) INTEREST RATE ADJUST ON INVEST 4,319,029 ----------- TOTAL $7,804,859
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:CHARLES O FISHER JR TITLE:DIRECTOR HOURS:2
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:CHARLES FISHER SR TITLE:DIRECTOR HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:MIRIAM BECK TITLE:DIRECTOR HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:PAULA LANGMEAD TITLE:DIRECTOR HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:ETHAN SEIDEL TITLE:DIRECTOR HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:JOHN SERNULKA TITLE:PRESIDENT HOURS:5
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:STEPHAN HOCHULI MD TITLE:BOARD MEMBER HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:KIMBERLY JOHNSTON MD TITLE:BOARD MEMBER HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:STANLEY H TEVIS III TITLE:BOARD MEMBER HOURS:9