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
WINONA HEALTH FOUNDATION
Employer identification number
41-1879744
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.") ....
575,753
2,371,562
939,200
1,652,173
1,105,786
6,644,474
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..
575,753
2,371,562
939,200
1,652,173
1,105,786
6,644,474
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)..
4,170,961
6
Public Support. Subtract line 5 from line 4.
2,473,513
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..
575,753
2,371,562
939,200
1,652,173
1,105,786
6,644,474
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
786,365
1,146,092
564,518
456,548
669,418
3,622,941
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).
10,267,415
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
184,920
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
24.090 %
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
23.270 %
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
WINONA HEALTH FOUNDATION FAILS TO MEET THE PUBLIC SUPPORT TEST FOR THE YEARS ENDED SEPTEMBER 30, 2006 THROUGH SEPTEMBER 30, 2011. HOWEVER, BASED ON THE FOLLOWING FACTS AND CIRCUMSTANCES, THE ORGANIZATION SHOULD CONTINUE TO BE RECOGNIZED AS A PUBLICLY SUPPORTED ORGANIZATION UNDER INTERNAL REVENUE CODE SECTIONS 509(A)(1).TEN-PERCENT OF SUPPORT:THE TOTAL AMOUNT OF PUBLIC SUPPORT FOR THE ORGANIZATION DURING THE ABOVE MENTIONED PERIOD IS 23.84%. THEREFORE, THE TOTAL PUBLIC SUPPORT IS GREATER THAN THE REQUIRED 10%.ATTRACTION OF PUBLIC SUPPORT:THE ORGANIZATION DOES NOT RECEIVE MORE THAN 33 1/3% OF ITS SUPPORT FROM GOVERNMENT UNITS OR FROM CONTRIBUTIONS FROM THE GENERAL PUBLIC DUE TO THE FACT THAT IT HAS RECEIVED SOME SUBSTANTIAL DONATIONS FROM LOCAL CORPORATIONS. THE ORGANIZATION USES SEVERAL METHODS TO ATTRACT SUPPORT FROM THE GENERAL PUBLIC. SOME OF THESE METHODS INCLUDE AN ANNUAL FUNDRAISING EVENT, ADVERTISING FOR MEMORIALS AT ANNUAL COMMUNITY EVENTS, COMMUNITY-WIDE DIRECT MAILINGS, PERSONAL VISITS DURING PATIENT STAYS AT AFFILIATED HEALTHCARE FACILITIES, AND ONLINE SOLICITATIONS VIA THE ORGANIZATION'S WEBSITE. SOURCES OF SUPPORT:WINONA HEALTH FOUNDATION DOES NOT RECEIVE SUPPORT FROM A SINGLE FAMILY; RATHER IT RECEIVES SUPPORT FROM MEMBERS OF THE GENERAL PUBLIC. THE ORGANIZATION RECEIVED A PORTION OF ITS SUPPORT FROM INDIVIDUALS IN THE COMMUNITY. THE NUMBER OF UNIQUE DONORS WHO HAVE MADE CONTRIBUTIONS TO THE ORGANIZATION EACH FISCAL YEAR ARE AS FOLLOWS: FY2011 2,009FY2010 2,153FY2009 1,967FY2008 2,151FY2007 2,112FY2006 2,019FY2005 2,155REPRESENTATIVE GOVERNING BODY:WINONA HEALTH FOUNDATION IS SERVED BY A GOVERNING BODY THAT REPRESENTS THE INTEREST OF THE PUBLIC; IT DOES NOT REPRESENT THE INTERESTS OF THE DONORS OF WINONA HEALTH FOUNDATION. THESE REPRESENTATIVES ENSURE THAT THE ORGANIZATION MEETS THE NEEDS OF THE HEALTHCARE COMMUNITY.BASED ON THE ABOVE FACTS AND CIRCUMSTANCES, WINONA HEALTH FOUNDATION SHOULD CONTINUE TO BE CONSIDERED AS PUBLICLY SUPPORTED UNDER INTERNAL REVENUE CODE SECTION 509(A)(1).
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
WINONA HEALTH FOUNDATION
Employer identification number
41-1879744
Identifier
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 1
1. THE EXECUTIVE COMMITTEE SHALL BE RESPONSIBLE FOR TRANSACTING THE BUSINESS OF THE BOARD OF DIRECTORS IN THE INTERIM BETWEEN MEETINGS OF THE FULL BOARD SUBJECT TO THE CONTROL AND DIRECTION OF THE BOARD. 2. THE COMMITTEE SHALL ACT ON MATTERS WHICH CANNOT REASONABLY AWAIT ACTION BY THE FULL BOARD OF DIRECTORS. 3. OTHER MATTERS MAY BE DELEGATED TO THE EXECUTIVE COMMITTEE BY THE BOARD OF DIRECTORS, FOR EXAMPLE: -RECRUITMENT, SELECTION, AND EVALUATION OF THE CEO; -REVIEW AND APPROVAL OF A SENIOR EXECUTIVE DEVELOPMENT PLAN AND A CEO SUCCESSION PLAN; -REVIEW AND APPROVAL OF THE INCENTIVE EXPECTATIONS FOR THE EXECUTIVE STAFF; -REVIEW AND APPROVAL OF THE EXECUTIVE COMPENSATION COMMITTEE'S RECOMMENDATIONS; 4. CONDUCT OTHER ACTIVITIES WITHIN THE SCOPE OF THE COMMITTEES PURPOSE AND AUTHORITY AS THE BOARD MAY FROM TIME TO TIME DETERMINE; 5. PERIODICALLY REVIEW THE COMMITTEE CHARTER AND MAKE RECOMMENDATIONS TO THE BOARD WITH REGARD TO ANY CHANGES TO THE CHARTER THAT THE COMMITTEE BELIEVES WOULD BE DESIRABLE.
FORM 990, PART VI, SECTION A, LINE 2
RACHELLE HEISING-SCHULTZ AND ELLEN SMITH HAVE A BUSINESS RELATIONSHIP. RACHELLE HEISING-SCHULTZ, MICHAEL ALLEN, STEVE BLUE, AND KEN MOGREN HAVE BUSINESS RELATIONSHIPS WITH EACH OTHER.
FORM 990, PART VI, SECTION A, LINE 4
WINONA HEALTH IS NO LONG THE SOLE MEMBER OF WINONA HEALTH FOUNDATION. EFFECTIVE JULY 1, 2011, WINONA HEALTH SERVICES IS THE SOLE MEMBER OF WINONA HEALTH FOUNDATION. THE ORGANIZATIONAL DOCUMENTS WERE AMENDED TO REFLECT THIS CHANGE.
FORM 990, PART VI, SECTION A, LINE 6
THE SOLE MEMBER OF THE ORGANIZATION FROM OCTOBER 1, 2010 TO JUNE 30, 2011 WAS WINONA HEALTH. THE ARTICLES OF INCORPORATION WERE CHANGED EFFECTIVE JUNE 30, 2011 TO IDENTIFY WINONA HEALTH SERVICES AS THE SOLE MEMBER.
FORM 990, PART VI, SECTION A, LINE 7A
THE SOLE MEMBER HAS AUTHORITY TO ELECT ALL AT-LARGE DIRECTORS TO THE CORPORATION'S BOARD OF DIRECTORS AND REMOVING THEM, WITH OR WITHOUT CAUSE. THE SOLE MEMBER ALSO HAS THE RIGHT TO APPOINT THE CHAIR AND THE PRESIDENT/CEO OF THE CORPORATION, AND REMOVING THEM, WITH OR WITHOUT CAUSE, SUBJECT TO ANY CONTRACT RIGHTS THAT MAY APPLY.
FORM 990, PART VI, SECTION A, LINE 7B
THE FOLLOWING DECISIONS OF THE BOARD OF DIRECTORS IS SUBJECT TO APPROVAL BY THE SOLE MEMBER: (A) APPROVING THE AMENDMENT OF THE ARTICLES OF INCORPORATION OF THE CORPORATION AND BYLAWS. (B) APPROVING ALL MISSION AND/OR VISION STATEMENTS AND ALL STRATEGIC OR LONG-TERM PLANS OF THE CORPORATION. (C) APPROVING THE CREATION OR ACQUISITION OF ANY AND ALL SUBSIDIARIES OR CONTROLLED AFFILIATES; ANY MERGERS OR CONSOLIDATIONS; ANY PERMANENT OR LONG-TERM AFFILIATIONS; AND ALL JOINT VENTURES OF THE CORPORATION INVOLVING CAPITAL INVESTMENTS IN EXCESS OF ONE HUNDRED THOUSAND DOLLARS ($100,000). (D) APPROVING THE SALE OR ENCUMBRANCE OF ALL OR SUBSTANTIALLY ALL THE ASSETS OF THE CORPORATION AND ALL LONG-TERM DEBT IN EXCESS OF ONE HUNDRED THOUSAND DOLLARS ($100,000). (E) APPROVING THE CORPORATIONS ANNUAL OPERATING AND CAPITAL BUDGETS AND ANY MATERIAL AMENDMENTS THERETO OR DEVIATIONS THERE FROM. (F) APPROVING THE DISSOLUTION OF THE CORPORATION OR ANY PARTIAL OR COMPLETE LIQUIDATION OF ITS ASSETS.
FORM 990, PART VI, SECTION B, LINE 11
THE RETURN IS REVIEW INITIALLY BY THE CFO AND DIRECTOR OF FINANCIAL OPERATIONS. IT IS THEN REVIEWED BY THE EXECUTIVE COMMITTEE OF THE BOARD BEFORE IT IS FILED.
FORM 990, PART VI, SECTION B, LINE 12C
THE POLICY COVERS SENIOR LEADERS, DIRECTORS AND BOARD COMMITTEE MEMBERS. THE POLICY IS SIGNED ANNUALLY AND REVIEWED BY CEO FOR CONFLICTS. ANY CONFLICTS ARE BROUGHT TO THE BOARD FOR DISCUSSION. IF A BOARD MEMBER HAS A POTENTIAL CONFLICT, THEY MUST ABSTAIN FROM VOTING.
FORM 990, PART VI, SECTION B, LINE 15
THE CEO AND CFO ARE COMPENSATED BY A RELATED ORGANIZATION. THE EXECUTIVE COMMITTEE HAS A PROCESS IN PLACE FOR DETERMINING COMPENSATION FOR THE CEO AND CFO BASED ON RESULTS OF A COMPENSATION STUDY, APPROVAL AND DOCUMENTATION BY THE BOARD/COMMITTEE MEMBERS AND THE USE OF INDEPENDENT CONSULTING EVERY 3 YEARS. THE BOARD REVIEWS COMPENSATION FOR THESE INDIVIDUALS ANNUALLY.
FORM 990, PART VI, SECTION C, LINE 19
THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST.
FORM 990, PART VII, SECTION A:
THE FOLLOWING INDIVIDUALS DEVOTED TIME PROVIDING SERVICES TO RELATED ORGANIZATIONS. STEVE BLUE 9 HOURS PER WEEK KEN MOGREN 9 HOURS PER WEEK RACHELLE HEISING-SCHULTZ 48 HOURS PER WEEK MICHAEL ALLEN 48 HOURS PER WEEK
CHANGES IN NET ASSETS OR FUND BALANCES:
FORM 990, PART XI, LINE 5:
NET UNREALIZED LOSSES ON INVESTMENTS: -788,068. INVESTMENT EXPENSES: -46,082. TOTAL TO FORM 990, PART XI, LINE 5: -834,150.
FORM 990, PART XII, LINE 2C:
THE GOVERNING BOARD OF WINONA HEALTH SERVICES, A RELATED ORGANIZATION, ASSUMES RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT FOR WINONA HEALTH FOUNDATION.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.