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
Carrington Health Center
Employer identification number
45-0227311
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
Carrington Health Center
Employer identification number
45-0227311
Identifier
Return Reference
Explanation
New Program Services
Form 990, Part III, Q2
IN FISCAL YEAR 2011, CARRINGTON HEALTH CENTER CREATED THE BEHAVIORAL HEALTH AND WELLNESS PROGRAM WHICH FOCUSES ON WELLNESS AND PREVENTITIVE MAINTENANCE. THE CARRINGTON HEALTH CENTER FOUNDATION WAS ALSO CREATED IN FISCAL YEAR 2011.
Significant Changes to Program Services
Form 990, Part III, Q3
During the fiscal year ending June 30, 2011, Catholic Health Initiatives ("CHI"), a related organization, created CHI Health Connect at Home - Fargo ("CHCH"), a Minnesota nonprofit corporation. CHCH was created to nurture the healing ministry of the Roman Catholic Church by bringing together 10 existing home care businesses into one legal entity. These existing home care businesses, located in various communities in North Dakota, Minnesota & South Dakota, were departments of hospitals owned by CHI. Carrington Health Center transferred their hospice service division to CHCH during the fiscal year ending June, 30 2011. Centralizing the home care and hospice services into CHCH will reduce duplication of services among individual agencies and provide an infrastructure for streamlined administrative processes and also allows for hiring of more specialized staff in the areas of case management, process improvement and financial analysis. Through consolidation, CHCH expects to increase productivity and provide the ability to share resources, create clinical best practices, better manage outcomes and gain efficiencies from standardization.
Executive Committee composition and authority
Form 990, Part VI, Line 1a
Pursuant to Section 8.6 of the Bylaws of Carrington Health Center, the Executive Committee is composed of the board chair, the board vice chair, the President and CEO of the Corporation. Each of whom shall serve as an ex officio voting member of the Executive Committee. Each individual appointed to the Executive Committee shall serve for a term of one year or until his or her successor is duly appointed by the Board of Directors. Pursuant to Section 8.1 of the Corporation's bylaws, committees, such as the executive committee, that are granted the authority to act on behalf of the board of directors may include only directors of the corporation. Further, pursuant to Section 8.6 of the Corporation's bylaws, the executive committee has and may exercise such powers as may be delegated to it by the board of directors. The Executive Committee also possesses the power to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of directors.
Family or Business Relationship
Form 990, Part VI, Line 2
Todd Schaffer and Michael Page have a family relationship and a business relationship.
The Organization's Corporate Members/Stockholders
Form 990, Part VI, Line 6
The organization's corporate member is Catholic Health Initiatives, a Colorado non-profit corporation pursuant to Section 5.1 of the organization's bylaws.
Members/Stockholders Electing Governing Body Members
Form 990, Part VI, Line 7a
THE SOLE MEMBER OF THE ORGANIZATION HAS THE POWER TO APPOINT, REPLACE OR REMOVE THE MEMBERS OF THE BOARD OF DIRECTORS.
APPROVAL OF GOVERNING BODY DECISIONS BY MEMBERS/STOCKHOLDERS
Form 990, Part VI, Line 7b
The organization's corporate member is Catholic Health Initiatives ("CHI"). Pursuant to Section 5.1 of the organization's bylaws, CHI has the specific rights set forth in the governance matrix. Pursuant to the governance matrix the following rights are reserved to the CHI Board directly or through powers delegated to the CHI Chief Executive Officer: * Substantial change in the mission or philosophy of Carrington Health Center * Amendment of the corporate documents of Carrington Health Center * Approve members of Carrington Health Center's board * Removal of a member of the governing body of Carrington Health Center * Approval of issuance of debt by Carrington Health Center * Approval of participation of Carrington Health Center in a joint venture * Approval of formation of a new corporation by Carrington Health Center * Approval of a merger involving Carrington Health Center * Approval of the sale of all or substantially all of the assets of Carrington Health Center * To require the transfer of assets by the Carrington Health Center to CHI to accomplish CHI's goals and objectives, and to satisfy CHI debts. * Adoption of long range and strategic plans for Carrington Health Center. Pursuant to Section 5.4.1 of the organization's bylaws, CHI may, in exercise of its approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the Board and the President and Chief Executive Officer of the organization, recommend such other or different actions as it deems appropriate.
Process of Reviewing Form 990
Form 990, Part VI, Line 11
The controller is responsible for reviewing the form 990. A copy of the return will be provided to both the finance and audit compliance committee and the board prior to filing with the IRS. Subsequently, the CHI tax department files the return with the appropriate Federal agency, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.
Procedures for monitoring and enforcing the COI policy
Form 990, Part VI, Line 12c
The organization has a conflict of interest policy; however, it was not formally approved by the board of directors as of June 30, 2011. DISCLOSURE, REVIEW AND INITIAL DETERMINATION Each director must promptly and fully report to the Board Chair situations that may create a conflict of interest when he or she becomes aware of such situations. In the case of an officer, disclosure must be made to the Corporation's President and Chief Executive Officer who will report such disclosure to the Board Chair. In any situation where a director or officer is in doubt, full disclosure should be made so as to permit an impartial and objective determination. A written record of the disclosure will be made. Annual Disclosure Statement In addition to the ongoing disclosure obligation, the Corporation's President and Chief Executive Officer shall annually send to all directors and officers a copy of this Policy statement and the Conflict of Interest Disclosure Statement. The directors and officers must promptly complete, sign, and return the statement to the Corporation's President and Chief Executive Officer. The completed statements will be reviewed by the President and Chief Executive Officer and the Board Chair. Review, Evaluation and Initial Determination The Board Chair or designee shall make such further investigation of conflicts of interest disclosures as he or she may deem appropriate. If the conflict involves the Board Chair, the Vice Chair will assume the Chair's role outlined in this Policy. Based on review and evaluation of the relevant facts and circumstances, the Board Chair will make an initial determination as to whether a conflict of interest exists and whether, pursuant to this Policy statement, review and approval or other action by the Board of Stewardship Directors is required. A written record of the Board Chair's determination, including relevant facts and circumstances, will be made. The Board Chair shall then make an appropriate report to the Executive Committee of the Board concerning such review, evaluation and determination. If there is a difference of opinion between the Board Chair and another director or officer as to whether the facts and circumstances of a given situation constitute a conflict of interest or whether Board of Directors review and approval or other action is required within this Policy statement, the matter shall be submitted to the Board's Executive Committee, which shall make a final determination as to the matter presented. Such determination, including relevant facts and circumstances, will be reflected in the Committee minutes and will be reported to the Board of Directors. BOARD REVIEW Transactional Conflicts of Interest The Board of Directors shall carefully scrutinize and must in good faith approve or disapprove any transaction in which the Corporation and/or any of its Affiliates is a party and in which one or more of the Corporation's directors or officers either: has a material financial interest or is a director or officer of the other party (other than the Corporation's own Affiliates). The Board of Directors must approve the transaction by a majority of the directors on the Board, without counting the vote of any director who has an interest in the transaction. In reviewing such transactions between the Corporation and vendors or other contractors who are, or are affiliated with, directors or officers, the Board shall act no more or less favorably than it would in reviewing transactions with unrelated third parties. The transaction will not be approved unless the Board determines that the transaction is fair to the Corporation. Other Conflicts of Interest The Board shall carefully review and scrutinize non-transactional conflicts of interests (e.g., disclosure of nonpublic information, competition with the Corporation, failure to disclose a corporate opportunity, excessive gifts or entertainment, etc.). By a majority vote of the disinterested directors, the Board shall take whatever action is deemed appropriate under the circumstances with respect to the director or officer in order to best protect the interests of the Corporation including possible disciplinary or corrective action. The Board should consult with the General Counsel of the Corporation when considering disciplinary or corrective action. Disclosure by Interested Director When conflicts of interest are considered by the Board, the director or officer must disclose all of the material facts to the Board. The director or officer shall not vote or use his or her personal influence on the matter. However, if requested, such director or officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from Board members, as his or her knowledge may be of significant importance. The director or officer shall be excused from the meeting during discussion and vote on the conflict of interest. Record of Proceedings Minutes of the Board of Directors shall reflect the following: the individual making the disclosure, the nature of the disclosure, discussion regarding any proposed transaction, the decision made by the Board, and that the interested director abstained from voting. Questions regarding the implementation and interpretation of this Policy shall be referred to the General Counsel of the Corporation. POLICY VIOLATIONS If the Board reasonably believes that a director or officer has failed to disclose either an actual or potential conflict of interest, or all material facts surrounding an actual or possible conflict as required by this Policy, the director or officer will be given an opportunity to explain such alleged failure to disclose. After hearing the response of the director or officer, the Board will conduct such additional investigation as may be appropriate. If the Board determines that the director or officer has in fact failed to disclose as required by this Policy, the Board shall take appropriate disciplinary or corrective action.
Process for Determining CEO's Compensation
Form 990, Part VI, Line 15a
The organization's CEO's compensation is paid by CHI. CHI has a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges are reviewed annually in comparison to market data. CHI uses The Hay Group as the independent third party to assess executive compensation programs and to ensure the reasonableness of actual salaries and total compensation packages. Compensation of the senior most executives is reviewed annually. The Hay Group reviews both cash and total compensation for overall reasonableness, for adherence to CHI's compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review is delivered by Hay Group to the HR committee of the CHI Board of Stewardship Trustees annually at their September meeting and minutes are shared with the full board at the December meeting. The last review was September 2011. In addition, in December 2009, Hay Group completed a comprehensive review of all positions at the level of vice president and above to determine and validate appropriate compensation levels.
Process for determining officer's compensation
Form 990, Part VI, Line 15b
Carrington Health Center HAS A COMPENSATION SUBCOMMITTEE OF THE BOARD OF DIRECTORS THAT REVIEWS PROPOSED WAGE INCREASES FOR OFFICERS. THE SUBCOMMITTEE UTILIZES a written employment contract, compensation survey, comparability studies and board approval to determine compensation. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation.
Public availability of Governing documents/COI Policy/Financial Statements
Form 990, Part VI, Line 19
The organization's governing documents and the Conflict of Interest Policy are available to the public upon request. Carrington Health Center's FINANCIAL STATEMENTS ARE INCLUDED IN THE CATHOLIC HEALTH INITIATIVES' CONSOLIDATED AUDITED FINANCIAL STATEMENTS THAT ARE AVAILABLE AT WWW.CATHOLICHEALTHINIT.ORG OR AT WWW.DACBOND.COM
Estimate of Hours Devoted to Related Organizations
Form 990, Part VII
Compensation reported on the Form 990, Part VII was paid to these individuals by related organizations in exchange for the fulfillment of their duties as full-time, 60 hours per week employees.
Other Changes in Net Assets
Form 990, Part XI, Line 5
Unrealized Gain $333,791 CHI Connect Depreciation $50,425 Capital Resources Pool Contribution -$38,760 Total $345,456
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.