Attach to Form 990 or Form 990-EZ.
See separate instructions.| (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? |
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| Yes | No | Yes | No | Yes | No | ||||
| Total | |||||||||
| Calendar year(or fiscal year beginning in) | (a) 2007 | (b) 2008 | (c) 2009 | (d) 2010 | (e) 2011 | (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. | ||||||
| Calendar year(or fiscal year beginning in) | (a) 2007 | (b) 2008 | (c) 2009 | (d) 2010 | (e) 2011 | (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). | ||||||






| Calendar year(or fiscal year beginning in) | (a) 2007 | (b) 2008 | (c) 2009 | (d) 2010 | (e) 2011 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | 10,057 | 10,057 | ||||
| 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...... | 37,846,202 | 57,346,575 | 64,236,663 | 90,935,812 | 101,026,222 | 351,391,474 |
| 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. | 37,846,202 | 57,346,575 | 64,236,663 | 90,935,812 | 101,036,279 | 351,401,531 |
| 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.) | 351,401,531 | |||||
| Calendar year (or fiscal year beginning in) | (a) 2007 | (b) 2008 | (c) 2009 | (d) 2010 | (e) 2011 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 37,846,202 | 57,346,575 | 64,236,663 | 90,935,812 | 101,036,279 | 351,401,531 |
| 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.) | 33,160 | 35,088 | 107,507 | 102,368 | 278,123 | |
| 13 | Total support (Add lines 9, 10c, 11 and 12.). | 37,846,202 | 57,379,735 | 64,271,751 | 91,043,319 | 101,138,647 | 351,679,654 |




| Facts And Circumstances Test |
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Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
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| GOVERNING | FORM 990 PART VI SECTION A LINE 4 7A AND B | LINE 4 - Health Quest Systems, Inc. ("HQ") - Bylaw Amendments - Summary of Changes. HQ / Hospitals - 2010 Bylaw Amendments. HQ amended its bylaws on July 19, 2010 in order to streamline HQ's governance and promote management and operational efficiencies. In addition, bylaw amendments were made by each of HQ's affiliated hospitals (Vassar Brothers Medical Center ("VBMC" - 5/14/2010), Northern Dutchess Hospital ("NDH" - 5/25/2010), and Putnam Hospital Center ("PHC" - 6/30/2010) (collectively referred to as the "Hospitals"). Key Elements of Hospital / HQ Bylaw Changes. The bylaw amendments made several key changes: first, they confirm and enable HQ's existing and available powers under New York law as the sole member and active parent of the Hospitals; second, they focus each Hospital's board on patient safety, quality of care, and community health needs including through the elimination of all but three (3) required Hospital committees (i.e., the (i) Executive, (ii) Quality, Patient Satisfaction and Medical Staff Credentialing and (iii) Community Health Needs Committees); and third, other governance streamlining changes are implemented through the HQ and Hospital Bylaw changes (for example, several HQ committees are combined, many Hospital committees are being eliminated, and HQ's role and power as the sole member and active parent of each Hospital has been confirmed and further enabled). LINE 7A - ELECTION OF GOVERNING MEMBERS With the exception of Ex Officio Trustees, candidates for election to the HQ Board shall be nominated and elected in the following manner: 4.3.8.1. The Executive Committee shall nominate such candidates by approval of a majority vote of the Entire Executive Committee. 4.3.8.2. Any candidate nominated by the Executive Committee must be approved by Majority Vote of the HQ Board in order to be elected as a Trustee. 4.3.9. Except as otherwise expressly provided herein, any vacancy or vacancies in the HQ Board because of the death, resignation, disqualification or removal of a Trustee, an increase in the number of Trustees, or any other cause, may be filled by vote of a majority of the Trustees then in office. Each such Trustee filling a vacancy shall serve until the next annual meeting at which the Trustees are elected in the regular order of business, and until his or her successor is elected, appointed and qualified. Notwithstanding the foregoing to the contrary, any vacancy in the HQ Board due to the death, resignation, disqualified or removal of an Ex Officio Trustee shall be filled by the person succeeding to the office held by the departed Ex Officio Trustee. 4.3.10. No action of the HQ Board shall be deemed invalid or unauthorized due to the fact that, at the time of such action, there are less than fifteen (15) Trustees due to vacancies; provided, however, that this Subsection shall not be deemed to reduce the number of votes otherwise required to approve an act of the HQ Board. LINE 7B Quorum, Manner of Acting and Adjournment. 4.6.1. Except as otherwise provided in these Bylaws or the Certificate of Incorporation or by statute, a majority of the Entire HQ Board must be present at a given meeting in order to constitute a quorum of the transaction of business at such meeting. In the absence of a quorum, the Trustees present and voting may adjourn the meeting from time to time until a quorum is present. 4.6.2. Every Trustee shall be entitled to one (1) vote. 4.6.3. Except as otherwise required by law, the Certificate of Incorporation, or these Bylaws, an action approved by Majority Vote of the HQ Board shall be the act of the HQ Board. 4.6.4. Any powers not reserved to HQ in these Bylaws with respect to a given Direct Subsidiary shall be exercised by its Subsidiary Board. With respect to the Hospitals, the powers of the governing body of each Hospital shall include, but not be limited to, those specified herein for Direct Subsidiaries. 4.6.5. Exhibit 4.6.5 attached to these Bylaws sets forth the votes, approvals and conditions required in order to approve certain actions relating to HQ and its Direct Subsidiaries. |
| POLICIES | FORM 990 PART VI SECTION B LINE 11A, 12C AND 15 | LINE 11A THE 990 WAS MAILED TO EACH BOARD MEMBER TO REVIEW AND CONTACT INFORMATION WAS PROVIDED SHOULD ANY QUESTIONS ARISE. LINE 12 C ALL POTENTIAL CONFLICTS OF INTEREST ARE REVIEWED BY THE HEALTH QUEST BUSINESS ETHICS COMMITTEE ON BEHALF OF THE AFFILIATE. IN ADDITION, CONFLICT OF INTEREST STATEMENTS ARE COMPLETED BY BOARD MEMBERS AND KEY EMPLOYEES ON AN ANNUAL BASIS AND REVIEWED BY THE HEALTH QUEST CORPORATE COMPLIANCE DEPARTMENT. LINE 15 B COMPENSATION FOR THE CEO, TOP MANAGEMENT AND OTHER KEY EMPLOYEES IS ESTABLISHED BY THE HEALTH QUEST EXECUTIVE COMPENSATION COMMITTEE BASED ON INFORMATION AND RECOMMENDATIONS OF AN INDEPENDENT THIRD PARTY. |
| DISCLOSURE | FORM 990 PART VI SECTION C LINE 19 | LINE 19 POLICIES AND FINANCIAL STATEMENTS FOR THE AFFILIATE ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE DOCUMENTS ARE PROVIDED EITHER ELECTRONICALLY OR PAPER COPIES. IN ADDITION, CERTAIN FINANCIAL INFORMATION IS AVAILABLE ON VARIOUS WEBSITES DUE TO REGULATORY FILINGS SUCH AS THE 990 AND BOND HOLDER AGREEMENTS. |
| RELATED TAX EXEMPT ORGANIZATIONS | SCHEDULE R - RELATED TAX EXEMPT ORGANIZATIONS | Entity Tax ID# Primary Activity Legal Domicile Exempt Code Status Public Charity Status Directo controlling Entity Vassar Brothers Medical Center 14-1338586 Hospital NY 501c3 Box 3 HQ The Foundation for Vassar Brothers Medical Center 14-1736429 Fundraising NY 501c3 Box 9 HQ Riverside Diversified Services, Inc (Parent) 14-1675545 Education NY 501c3 Box 9 HQ Alamo Ambulance Service, Inc 14-1745417 Transport NY 501c3 Box 9 HQ Hudson Valley Home Care, Inc (Certified) 14-1788412 Home Health NY 501c3 Box 9 HQ Hudson Valley Home Care, Inc (Licensed) 14-1788410 Home Health NY 501c3 Box 9 HQ Northern Duchess Hospital 14-1338467 Hospital NY 501c3 Box 3 HQ Northern Dutchess Residential Health Care Facility 22-3129608 Nursing Home NY 501c3 Box 9 HQ NDH Foundation 14-1776208 Fundraising NY 501c3 Box 9 HQ Putnam Hospital Center 14-6019179 Hospital NY 501c3 Box 3 HQ Putnam Hospital Center Foundation 06-1399319 Fundraising NY 501c3 Box 9 HQ |
| TRANSACTIONS WITH RELATED ORGANIZATIONS | SCHEDULE R - TRANSACTIONS WITH RELATED ORGANIZATION LINE P | AAllocation of Support Services/Shared Expenses/Cash Funding General: The following services are considered shared services for Health Quest affiliates and the cost to provide these services are allocated to each entity which benefits from the service based on a pre defined allocation methodology: 1. Specialty Staffing a. VBMC Surgical b. Radiology c. Oncology d. VBMC Sleep Lab e. PT/OT/ST f. Cardiac Rehab 2. Lab Management 3. Pharmacy 4. Revenue Cycle including health information management, budgets and reimbursement, revenue cycle, system business office, patient access oversight, financial clearance center, managed care and decision support 5. Facilities including courier service, construction, property management, facility operations, hotel management and security 6. Business Development including strategic planning, marketing and public relations, answering service and community education 7. Corporate Finance including accounts payable, payroll, general accounting, purchasing and supply chain, practice management billing and management engineering 8. Internal Audit and Compliance 9. Practice management operations including physician recruitment and physician management 10. Human Resources 11. Administrative including Executive office, Hospital Support and risk management 12. Legal Counsel 13. Information Technology and Medical Technology Services (MTS) Description of Services: 1. Specialty staffing a. Provides non union staffing services for various specialties to the hospitals, offsite ancillary locations and the Fishkill Medical Mall 2. Lab management includes oversight of the outsourced lab services for each hospital 3. Pharmacy management includes oversight of all pharmacy departments 4. Revenue Cycle - a. Health Information Management functions includes coding and transcription of medical records for all 3 hospitals b. Budget functions include preparation of annual budgets, variance reporting and maintenance of the budget module Reimbursement functions include preparation of annual cost reports, analysis of third party rate accounts and third party audits c. Revenue cycle functions include charge master analysis and development of revenue producing charges, compliance with CPT coding and establishment of appropriate charges d. System business office services includes producing claims for third party payers and private pay patients, payment processing, periodic reporting, accounts receivable analysis, charity care application process, denial management, collection and follow up for the hospitals. Patient access and financial clearance center includes oversight of all centralized registration areas at the hospitals and pre-authorization for numerous hospital services to insure compliance with third party regulations e. Managed Care functions include contract negotiations and analysis of contract terms f. Decision Support functions include cost accounting reporting, maintenance of HBI (Horizon Business Insight) reporting and the contract management system 5. Facilities - a. Courier service provides delivery services internally throughout the HQ system and bank deposit drop offs b. Construction and property management functions include contracting services for Health Quest projects and property management of all HQ facilities c. Facility operations include management oversight of the engineering departments for the hospitals d. Hotel Management functions include management oversight of food and nutrition departments for the hospitals e. Security functions include management oversight of all facilities to ensure the safest environment 6. Business Development - a. Strategic Planning functions include CON submissions, market data analysis and assistance with business plans b. Marketing includes advertising services, coordination of joint Health Quest advertisements and reduction of expenses associated with larger campaigns c. Public relations functions include coordination of Health Quest communication to external customers, patients and media d. Oversight of the outsourced answering services for physicians affiliated with the hospitals and HQMP e. Community education functions include training classes specific to life saving techniques 7. Finance - a. Accounts payable functions include scheduling vendor payments, insuring flow of goods and services, maintaining days cash on hand goals and maintaining days in accounts payable b. Payroll functions include biweekly employee payments and tax filings in accordance with Human Resources and Payroll policies c. General Accounting functions include preparation of financial statements, account analysis, contract reconciliation, tax filings, investment coordination, insurance coordination and coordination of internal and external audit functions d. Purchasing and supply chain functions include procurement services, contract negotiations, price negotiations, capital purchase negotiations, including negotiations for maintenance contracts, upgrades to equipment, etc. e. Practice management billing functions include producing all claims for third party payers and private pay patients, payment processing, periodic reporting, accounts receivable analysis, charity care application process, denial management, collection and follow up services for all employed HQ physicians f. Management Engineering functions include evaluating each area within HQ to ensure compliance with various productivity benchmarks optimizing staffing ratios 8. Internal Audit and Compliance includes oversight of the corporate compliance program, internal audit, HIPAA compliance and contract review and compliance 9. Human Resource functions include recruitment, compensation, benefit administration and employee training 10. Physician management operations functions include oversight of all HQ physician practices and physician recruitment functions 11. Administrative functions include oversight of the Health Quest system, hospital management and risk management 12. Legal Counsel functions include internal legal services for HQ and coordination of all outsourced legal initiatives 13. Information Technology and MTS - a. IT provides information technology support for all applications and telephony support within HQ. In addition provides project management services for all new and upgrades to current IT applications. b. MTS/Biomed includes technical services provided to each hospital for equipment repair and maintenance Shared Expenses: In addition to services provided by support departments, certain insurance policies are consolidated for all Health Quest entities. These include property insurance, general and professional liability, cyber insurance and Directors and Officers insurance. Allocation Methodology: Net Revenue - lab management, budgets, revenue cycle, managed care, decision support, all facilities (excluding construction), business development, general accounting, management engineering, internal audit and compliance, executive office, legal, information technology and MTS # of visits/procedures - staffing specialties Historical trends - health information management, pharmacy and hospital support Cash collections - patient accounting and the financial clearance center # of FTE's - payroll and human resources Non payroll expenses - accounts payable and purchasing Project based - construction # of FTE's allocated to physician sites - Practice management billing, operations and physician practice management System Benefits: 1. Financial planning 2. Revenue enhancement 3. Improved cash collections 4. Enhanced managed care contract rates 5. Optimized medical records coding 6. Savings for supplies, contracts, insurance and capital purchases 7. Staffing reduction through shared services 8. Enhanced employee benefit programs Entity Tax ID # Amount of Transfer VASSAR BROTHERS MEDICAL CENTER 14-1338586 $59,788,514 NORTHERN DUTCHESS HOSPITAL 14-1338467 $9,009,610 PUTNAM HOSPITAL CENTER 14-6019179 $21,240,331 PHC FOUNDATION 06-1399319 $45,620 VBMC FOUNDATION 14-1736429 $421,010 RIVERSIDE MANAGEMENT SERVICES, INC 14-1675544 $27 RIVERSIDE DIVERSIFIED SERVICES, INC 14-1675545 $13,024 HUDSON VALLEY NEWBORN PHYSICIANS, PLLC 14-1811781 $568,456 HUDSON VALLEY EMERGENCY MEDICINE, PLLC 14-1810891 $1,331,840 ALAMO AMBULANCE SERVICES, INC 14-1745417 $992 HUDSON VALLEY HOME CARE, INC 14-1788412 $341,425 HEALTHSERVE, LLC 14-1797086 $610 HEALTH QUEST MEDICAL PRACTICE, PC 56-2669185 $6,336,460 HQ URGENT MEDICAL PRACTICE, PC 80-0152047 $911,611 NORTHERN DUTCHESS RESID HEALTH CARE FACILITY 22-3129608 $843,027 NDH FOUNDATION 14-1776208 $173,664 Total Administrative Fee $101,026,221 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:MICHAEL T WEBER TITLE:PRESIDENT/CEO HOURS:3 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:MARYANN KEPPLE TITLE:TREASURER/CFO HOURS:8 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:FREDERICK THOMAS TITLE:VP LEGAL COUNSEL/CORP SECRETAR HOURS:8 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:ARUN AGARWAL MD TITLE:PRESIDENT CEO OF HQMP HOURS:30 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:DANIEL ARONZON MD TITLE:PRESIDENT AND CEO VBMC HOURS:65 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:DENISE GEORGE TITLE:CEO OF NDH/VP OF CLINICAL SVCS HOURS:53 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:DONNA MCGREGOR TITLE:CEO OF PHC HOURS:58 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:MAUREEN ZIPPARO TITLE:CHIEF OPERATING OFFICER HOURS:40 |
| HOURS DEVOTED FOR RELATED ORGANIZATION | FORM 990 PART VII | NAME:JANET READY TITLE:CHIEF OPERATING OFFICER VBMC HOURS:50 |
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