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
Holyoke Medical Center Inc
Employer identification number
22-2520073
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
Holyoke Medical Center Inc
Employer identification number
22-2520073
Identifier
Return Reference
Explanation
FORM 990, PAGE 6, PART VI, SECTION A, LINE 2 (BUSINESS RELATIONSHIPS):
Certain officers and directors of Holyoke Medical Center, Inc. are employed by a related tax-exempt organization which has some common officers and/or directors. The President (Hank J. Porten), Treasurer (Antonio Correia), and Director (Mary E. Kelleher) are employees of H-C Management Services, Inc. and its common officers and/or directors are: Hank J. Porten, Antonio Correia, Peter C. Connor, Priscilla Mandrachia, and Richard J. Wells. Form 990, Page 6, Part VI, Section A, Line 4: The Holyoke Medical Center, Inc. Bylaws were changed as follows: 1. Composition of the Board of Directors and Term of Office: * The composition was changed from no less than 15 and no more than 22 persons to no less than 12 and no more than 18 persons. * The President of the Holyoke Hospital Auxiliary Association was removed as an ex-officio member and the Treasurer of the Corporation was added as a member. 2. Quorum and Attendance: * The Quorum was changed from eight (8) voting members to six (6) voting members. * Absence of a board member from four (4) consecutive meetings was changed to two (2) consecutive meetings as being grounds for removal. 3. Committees: * Executive Committee: The composition was changed to include the Chair of the Board of Directors of Holyoke Medical Center, Inc. (HMC), the Vice Chair of the Board of Directors of HMC, the President of HMC, the Chair of the Board of Directors of Valley Health Systems, Inc., and the Chair of the Board of Directors of H-C Management Services, Inc. * Finance Committee: The composition was changed from eight (8) persons to the Committee Chair, the Vice Chair of the Board of Directors, the President of the Corporation and no more than six (6) other persons, of which no less than four (4) of whom shall be members of the Board of Directors. 4. Indemnification of Directors and Officers: * The by-laws were re-written to bring them up-to-date with current practices and with the requirements set forth in Chapter 180 of the Massachusetts General Laws. 5. Conflict of Interest: * It was added that any member of the Board who has a financial, personal, official, or duality of interest in, or conflict or appearance of a conflict with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse themself and will vacate their seat and refrain from discussion and voting on said item. Form 990, Page 6, Part VI, Section A, Line 6: Valley Health Systems, Inc. is the sole member of Holyoke Medical Center, Inc.
FORM 990, PAGE 6, PART VI, SECTION A, LINE 7A:
Valley Health Systems, Inc. elects the members of the governing body of Holyoke Medical Center, Inc. Form 990, Page 6, Part VI, Section A, Line 7b: Significant decisions of the governing body of Holyoke Medical Center, Inc. are subject to the approval of Valley Health Systems, Inc. as specified in the organization's bylaws. Form 990, Page 6, Part VI, Section B, Line 11b: A copy of Holyoke Medical Center, Inc.'s Federal Form 990 was provided to each voting member of the governing body prior to its filing with the Internal Revenue Service. The Form 990 was prepared with the assistance of PricewaterhouseCoopers LLP. Form 990, Page 6, Part VI, Section B, Line 12c: The conflict of interest policy of Holyoke Medical Center, Inc. is monitored and enforced as part of the Valley Health Systems, Inc. system and is reviewed once a year by the system's conflict of interest committee. HMC board members, officers, and key employees complete and sign a conflict of interest questionnaire annually. All signed questionnaires are then submitted to HMC and to the parent company.
FORM 990, PAGE 6, PART VI, SECTION B, LINE 15A & 15B:
The compensation committee engages an outside compensation consulting firm to complete a compensation survey for the review, evaluation, and ultimate approval of said committee to help determine the appropriate compensation levels of the Chief Executive Officer, senior management, and key employees. These individuals, with the exception of the CEO, are not members of the compensation committee and do not participate in this process. The CEO is excused from discussions and deliberations regarding his compensation. This process was last undertaken in 2011. Form 990, Page 6, Part VI, Section C, Line 19: The governing documents, conflict of interest policy, and financial statements of Holyoke Medical Center, Inc. are available to the public upon request at the organization's administrative office at 575 Beech Street, Holyoke, MA.
FORM 990, PAGE 7, PART VII, LINE 1A, COLUMN (B):
Average hours per week for compensated executive's time devoted to the system of related organizations - Holyoke Medical Center, Inc. (HMC); Valley Health Systems, Inc. (VHS); Masswest Services, Inc. (MWS); Western Mass Physician Associates, Inc. (WMPA); H-C Management Services, Inc. (HCM); River Valley Counseling Center, Inc. (RVCC); and Holyoke Visiting Nurse Association, Inc. (VNA) are as follows: HMC VHS MWS WMPA HCM RVCC VNA TOTAL Hank J. Porten 35.0 1.5 0.5 1.0 4.5 2.0 0.5 45.0 Antonio Correia 33.0 2.5 0.5 2.5 4.5 1.5 0.5 45.0 Mary E. Kelleher 34.5 0.5 2.0 2.0 1.0 40.0 Form 990, Page 12, Part XI, Line 5 (Other Changes in Net Assets or Fund Balances): Pension Adjustments (13,529,125) Contributions to Affiliates (1,165,000) Change in Beneficial Int - VHS (170,780) Net Unrealized Loss on Investments (44,062) ------------ Total (14,908,967) Schedule L, Part IV, Column (b): Deborah Buckley, Director of Holyoke Medical Center, Inc., is President/Owner of Goss & McLain Insurance Agency, Inc. Holyoke Medical Center, Inc. made "pass-through" premium payments (passing through Goss & McLain Insurance Agency, Inc.) to insurance companies for personal lines of insurance coverage purchased by employees of Holyoke Medical Center, Inc. and also for some insurance coverage purchased by Holyoke Medical Center, Inc., obtained through the broker services of Goss & McLain Insurance Agency, Inc. Such "pass-through" premium payments are passed on by Goss & McLain Insurance Agency, Inc. to the insurance companies writing the coverage. Holyoke Medical Center, Inc. also made other insurance premium payments directly to insurance companies for which Goss & McLain Insurance Company, Inc. served as the broker/agent.
WANDANA JOSHI, D.O., THE WIFE OF VIJAY V. GANDEVIA, M.D., DIRECTOR OF
Holyoke Medical Center, Inc., received compensation as an employee (Anesthesiologist) of Holyoke Medical Center, Inc. Adam Fenn, the son of Holyoke Medical Center, Inc. key employee Clark A. Fenn, received compensation as an employee (Mental Health Assistant) of Holyoke Medical Center, Inc. Peter C. Connor, Director of Holyoke Medical Center, Inc. is Secretary of Whiting Oil Corporation. Holyoke Medical Center, Inc. made payments to Whiting Oil Corporation for fuel/oil burner services. Kathleen Hankel, Director of Holyoke Medical Center, Inc., is Dean of the Department of Health and Life Sciences at Holyoke Community College. Holyoke Medical Center, Inc. made payments to the college for space rental. Anne Correia, the wife of Antonio Correia, Treasurer of Holyoke Medical Center, Inc., received compensation as an employee (Nuclear Medicine Coordinator) of Holyoke Medical Center, Inc. Patrick Keefe, the son of Holyoke Medical Center, Inc. key Employee, James Keefe, received compensation as an employee (Nursing Assistant) of Holyoke Medical Center, Inc. Holyoke Medical Center, Inc. (HMC) made payments to Valley Health Partners, Inc. (VHP) for membership dues and member capital contributions. Hank J. Porten, HMC President, Clerk, and Director, is a Vice President and Director of VHP. Paul M. Silva, HMC Vice President of Finance, is Tresaurer and Director of VHP. Michael A. Zwirko, HMC Vice President, Outpatient Services, is a Director of VHP. Clark A. Fenn, HMC Vice President, Quality Improvement and Innovation, is a Director of VHP.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.