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
REGINA MEDICAL CENTER
Employer identification number
41-0740678
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
REGINA MEDICAL CENTER
Employer identification number
41-0740678
Identifier
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 1
THE EXECUTIVE COMMITTEE OF THE BOARD SHALL CONSIST OF THE CHAIR OF THE BOARD, WHO SHALL BE CHAIR OF THIS COMMITTEE, THE VICE-CHAIR OF THE BOARD, THE CHAIR OF THE FINANCE COMMITTEE, THE PRESIDENT/CEO, AND NOT FEWER THAN TWO (2) MEMBERS-AT-IARGE ELECTED BY THE BOARD. THE MEMBERSHIP OF THE EXECUTIVE COMMITTEE SHALL AT ALL TIMES INCLUDE AT LEAST TWO REGINA DIRECTORS AND AT LEAST TWO ALLINA DIRECTORS. THE EXECUTIVE COMMITTEE SHALL HAVE THE POWER TO TRANSACT ALL REGULAR BUSINESS OF THE CORPORATION DURING THE INTERIM BETWEEN MEETINGS OF THE BOARD OF DIRECTORS; PROVIDED THAT AN ACTION TAKEN SHALL NOT CONFLICT WITH THE ARTICLES OF INCORPORATION, THE BYLAWS OR POLICIES ESTABLISHED BY THE BOARD OF DIRECTORS AND PROVIDED FURTHER THAT THE EXECUTIVE COMMITTEE SHALL REFER ALL MATTERS BEYOND THE REGULAR COURSE OF THE CORPORATION'S BUSINESS TO THE BOARD OF DIRECTORS FOR ITS DECISION AND ACTION, SUBJECT TO THE PROVISIONS OF ARTICLE VI THEREOF REQUIRING ACTION BY THE MEMBERS. THE EXECUTIVE COMMITTEE SHALL ALSO SERVE AS THE COMPENSATION COMMITTEE FOR THE BOARD OF DIRECTORS, UNLESS OTHERWISE DIRECTED BY ACTION OF THE BOARD. THE EXECUTIVE COMMITTEE SHALL REPORT TO THE BOARD OF DIRECTORS ALL ACTIONS OF THE EXECUTIVE COMMITTEE.
FORM 990, PART VI, SECTION A, LINE 6
REGINA MEDICAL CENTER HAS TWO MEMBERS: REGINA HEALTHCARE AND ALLINA HEALTH SYSTEM. REGINA HEALTHCARE SHALL HAVE A 75% MEMBERSHIP INTEREST AND ALLINA HEALTH SYSTEM SHALL HAVE A 25% MEMBERSHIP INTEREST.
FORM 990, PART VI, SECTION A, LINE 7A
EXCEPT FOR EX-OFFICIO MEMBERS OF THE BOARD OF DIRECTORS, REGINA HEALTHCARE SHALL APPOINT DIRECTORS OF THIS CORPORATION AT THE ANNUAL MEETING OF THE REGINA HEALTHCARE BOARD OF DIRECTORS. ALLINA HEALTH SYSTEM SHALL NOMINATE THREE MEMBERS OF THE BOARD OF DIRECTORS AND ONE ALTERNATE MEMBER, WHO SHALL BECOME A NOMINEE IN THE EVENT ONE OF THE OTHER THREE NOMINEES IS NOT APPOINTED TO THE BOARD OF DIRECTORS. REGINA HEALTHCARE SHALL HAVE THE RIGHT TO APPROVE AND APPOINT TO THE BOARD OF DIRECTORS THE CANDIDATES SO NOMINATED BY ALLINA, WHICH APPROVAL SHALL NOT BE WITHHELD UNREASONABLY. THE MEMBERS OF THE BOARD OF DIRECTORS NOMINATED BY ALLINA HEALTH SYSTEM AND APPROVED AND APPOINTED BY REGINA HEALTHCARE SHALL BE DESIGNATED AS THE "ALLINA DIRECTORS" FOR PURPOSES OF THESE BYLAWS. THE REMAINING NINE DIRECTORS SHALL BE APPOINTED BY REGINA HEALTHCARE AND SHALL BE DESIGNATED AS THE "REGINA DIRECTORS" FOR PURPOSES OF THESE BYLAWS. A SLATE OF NAMES PROPOSED BY THE NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS FOR APPOINTMENT AS REGINA DIRECTORS SHALL BE SUBMITTED TO REGINA HEALTHCARE BY THE CHAIR OF THE BOARD, AFTER CONSULTATION WITH THE BOARD, PROVIDED, HOWEVER, THAT REGINA HEALTHCARE MAY APPOINT INDIVIDUALS AS REGINA DIRECTORS WHO HAVE NOT BEEN NOMINATED BY THE BOARD.
FORM 990, PART VI, SECTION A, LINE 7B
REGINA MEDICAL CENTER HAS TWO MEMBERS: REGINA HEALTH CARE AND ALLINA HEALTH SYSTEM, BOTH OF WHICH MUST APPROVE THE FOLLOWING ACTIONS ON BEHALF OF THE CORPORATION. A. TO CHANGE THE MISSION, GENERAL OBJECTIVES, PHILOSOPHY, VALUES, AND ETHICAL AND RELIGIOUS DIRECTIVES OF AND PERTAINING TO THE CORPORATION OR OF ANY CORPORATION OF WHICH THE CORPORATION IS THE CONTROLLING MEMBER, IT BEING UNDERSTOOD, HOWEVER, THAT AS PROVIDED IN ARTICLE III ABOVE, THE BOARD OF DIRECTORS OF REGINA HEALTHCARE HAS COMPLETE AUTHORITY TO DETERMINE ALL ISSUES RELATED TO THE CORPORATION'S ADHERENCE TO THE CATHOLIC MISSION AND PURPOSES; B. TO ADOPT, AMEND OR RESTATE THE ARTICLES OF INCORPORATION OR OF ANY CORPORATION OF WHICH THE CORPORATION IS THE CONTROLLING MEMBER; C. TO ADOPT, AMEND OR RESTATE ANY PROVISION OF THESE BYLAWS THAT AFFECTS THE RIGHTS, DUTIES, PRIVILEGES OR OBLIGATIONS OF ANY MEMBER OF THE CORPORATION; D. TO APPROVE THE ACQUISITION OF REAL PROPERTY (LAND AND BUILDING), THE INCURRENCE OF INDEBTEDNESS, SALE, TRANSFER, ASSIGNMENT, OR ENCUMBERING OF ASSETS BY OR OF THE CORPORATION OR ANY CORPORATION OF WHICH THE CORPORATION IS THE CONTROLLING MEMBER OTHER THAN IN THE ORDINARY COURSE OF BUSINESS; E. TO APPROVE THE DISSOLUTION AND/OR LIQUIDATION OF THE CORPORATION OR OF ANY CORPORATION OF WHICH THE CORPORATION IS THE CONTROLLING MEMBER, OR THE CONSOLIDATION OR MERGER OF THE CORPORATION OR OF ANY CORPORATION OF WHICH THE CORPORATION IS THE CONTROLLING MEMBER WITH ANOTHER CORPORATION OR ENTITY; F. TO APPROVE THE ANNUAL CAPITAL AND OPERATING BUDGET AND DEVIATIONS FROM BUDGET GREATER THAN AMOUNTS SPECIFIED FROM TIME TO TIME BY THE MEMBERS; G. TO APPROVE THE STRATEGIC PLAN OF THE CORPORATION; H. FOR REGINA HEALTHCARE TO APPROVE APPOINTMENT OR REMOVAL OF THE PRESIDENT/CEO IN ACCORDANCE WITH ARTICLE IX, SECTION 2 OF THESE BYLAWS AFTER INPUT FROM AND CONSULTATION WITH AUTHORIZED REPRESENTATIVE(S) OF ALLINA HEALTH SYSTEM; I. TO NOMINATE AND APPOINT DIRECTORS IN ACCORDANCE WITH ARTICLE V, SECTION 5 OF THESE BYLAWS; J. TO REMOVE, WITH OR WITHOUT CAUSE, AFTER CONSULTATION WITH THE BOARD OF DIRECTORS OF THE CORPORATION, ANY MEMBER OF THE BOARD, IN ACCORDANCE WITH ARTICLE V, SECTION 9 OF THESE BYLAWS; AND K. TO MAKE SIGNIFICANT AND MATERIAL CHANGES TO THE SCOPE OF HEALTH CARE SERVICES PROVIDED ON THE CORPORATION'S HEALTHCARE CAMPUS.
FORM 990, PART VI, SECTION B, LINE 11
THE FORM 990 IS REVIEWED BY THE CHIEF FINANCIAL OFFICER PRIOR TO FILING.
FORM 990, PART VI, SECTION B, LINE 12C
CONFLICT OF INTEREST QUESTIONAIRES ARE COMPLETED ANNUALLY. POTENTIAL CONFLICTS ARE REPORTED TO THE BOARD CHAIR. MEMBERS WITH POSSIBLE CONFLICTS ARE PERMITTED TO PARTICIPATE IN DISCUSSION, BUT NOT VOTE IN A MATTER THAT IS A POTENTIAL MATTER OF CONFLICT OF INTEREST.
FORM 990, PART VI, SECTION B, LINE 15
A REVIEW OF ALL ASPECTS OF COMPENSATION IS CONDUCTED ON AN ANNUAL BASIS. ANY RECOMMENDED CHANGES DUE TO INTERNAL ORGANIZATION MODIFICATIONS, EXTERNAL MARKET CONDITIONS, OR ADMINISTRATIVE REQUIREMENTS WILL BE PROPOSED TO THE CHIEF EXECUTIVE OFFICER FOR IMPLEMENTATION DURING THE NEXT PLAN YEAR. THE COMPENSATION REVIEW IS USED BY THE CHIEF EXECUTIVE OFFICER TO BUDGET FOR THE UPCOMING YEAR. ULTIMATELY, THE BUDGET IS APPROVED BY THE BOARD OF DIRECTORS. THE CHIEF EXECUTIVE'S COMPENSATION IS BASED UPON MARKET CONDITIONS GATHERED FROM STATE AND NATIONAL WAGE SURVEYS AND IS APPROVED BY THE BOARD OF DIRECTORS. THE LAST COMPENSATION REVIEW PROCESS FOR TOP LEVEL OFFICIALS AND OTHER KEY EMPLOYEES WERE CONDUCTED IN 2010.
FORM 990, PART VI, SECTION C, LINE 19
THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE NOT MADE AVAILABLE TO THE PUBLIC.
OVERLAP OF OFFICER AND BOARD MEMBERS
FORM 990, PART VII, SECTION A, LINE 1A
THE ORGANIZATION'S CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER ALLOCATED TIME BETWEEN REPORTING ENTITY AND RELATED ORGANIZATIONS. SEE BELOW FOR ALLOCATION OF HOURS: CEO: 40 HOURS REGINA MEDICAL CENTER 1 HOUR REGINA HEALTHCARE, INC. 1 HOUR REGINA FOUNDATION CFO: 40 HOURS REGINA MEDICAL CENTER 1 HOUR REGINA HEALTHCARE, INC. 1 HOUR REGINA FOUNDATION IN ADDITION, THE FOLLOWING BOARD MEMBERS ALLOCATED THEIR TIME BETWEEN REPORTING ENTITY AND RELATED ORGANIZATIONS: - BERNIE ESTENSON - JAMES NOREEN
CHANGES IN NET ASSETS OR FUND BALANCES:
FORM 990, PART XI, LINE 5:
NET UNREALIZED LOSSES ON INVESTMENTS: -478,720. CHANGE IN RESIDENTS FUNDS 18,481. NET ASSETS RELEASED FROM RESTRICTION -4,642. CHANGE IN BENEFICIAL INTEREST 554,218. INVESTMENT MANAGEMENT FEES -68,885. TOTAL TO FORM 990, PART XI, LINE 5: 20,452.
THE ORGANIZATION HAS NOT CHANGED ITS OVERSIGHT PROCESS FOR THE AUDIT OF THE FINANCIAL STATEMENTS FROM THE PREVIOUS YEAR.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.