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
2012
Open to Public Inspection
Name of the organization
Visiting Nurse Association Foundation
Employer identification number
43-1336600
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 supported organization?
................
11g(i)
No
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
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 monetary support
Yes
No
Yes
No
Yes
No
(A)
VNA CORP
431337104
09
Yes
300,000
Total
300,000
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
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 2012 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2011 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2012.
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—2011.
If the organization did not check a 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—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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 2012 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2011 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information.
Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and 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) 2012
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
2012
Open to Public Inspection
Name of the organization
Visiting Nurse Association Foundation
Employer identification number
43-1336600
Identifier
Return Reference
Explanation
ORGANIZATION'S MISSION
FORM 990, PART III, LINE 1
THE VNA FOUNDATION IS ORGANIZED AND SHALL BE OPERATED EXCLUSIVELY FOR CHARITABLE PURPOSES BY CONDUCTING OR SUPPORTING ACTIVITIES FOR THE BENEFIT OF, TO PERFORM THE FUNCTION OF, OR TO CARRY OUT THE PURPOSES OF HOME HEALTH AND VISITING NURSE ACTIVITIES OF THE VISITING NURSE ASSOCIATION. THE FOUNDATION SHALL CONTINUE TO SEEK CONTRIBUTIONS AND BEQUESTS FOR SUCH PURPOSES. ALL FUNDS RECEIVED BY THE FOUNDATION SHALL BE DEDICATED TO HOME HEALTH AND RELATED SERVICES FOR THE COMMUNITY AND INVESTED UNDER GUIDELINES ESTABLISHED BY THE FOUNDATION FOR SUCH PURPOSES.
PROGRAM SERVICE ACCOMPLISHMENTS
FORM 990, PART III, LINE 4A
THE VISITING NURSE ASSOCIATION FOUNDATION HANDLES DONATIONS AND INVESTMENT ACTIVITIES TO BENEFIT THE VNA CORPORATION, D/B/A VISITING NURSE ASSOCIATION HOME HEALTH, VISITING NURSE SERVICES, AND RELATED ACTIVITIES. THE FOUNDATION SHALL ALSO SOLICIT, REVIEW, AND FUND, AS APPROPRIATE, PROPOSALS FOR NEW SERVICES, PROGRAMS AND CAPITAL OUTLAYS. ADDITIONALLY, EXCESS FUNDS HELD BY THE FOUNDATION SHALL BE USED FOR THE PURPOSE OF FUNDING REVENUE SHORTFALLS OF THE OPERATING ORGANIZATION TO ENABLE THEM TO CONTINUE THEIR MISSION OF PROVIDING HEALTH CARE SERVICES REGARDLESS OF ABILITY TO PAY. DURING 2012, THE VNA FOUNDATION PROVIDED $300,000 IN SUPPORT TO THE VNA CORPORATION THROUGH AN INTERCOMPANY TRANSFER OF ASSETS.
MEMBERS
FORM 990, PART VI, SECTION A, LINE 6
VNA CORPORATION, A MISSOURI PUBLIC BENEFIT CORPORATION, IS THE SOLE MEMBER OF THE FOUNDATION.
MEMBERS
FORM 990, PART VI, SECTION A, LINE 7A
VNA CORPORATION, AS SOLE MEMBER, HAS THE POWER TO CHANGE THE NUMBER OF DIRECTORS, AS PROVIDED IN ARTICLE IV, SECTION 2; TO APPOINT AND ELECT THE BOARD OF DIRECTORS, AS PROVIDED IN ARTICLE IV, SECTION 4; AND TO REMOVE DIRECTORS, AS PROVIDED IN ARTICLE IV, SECTION 8.
GOVERNING BODY DECISIONS SUBJECT TO APPROVAL OF MEMBERS
FORM 990, PART VI, SECTION A, LINE 7B
VNA CORPORATION, AS SOLE MEMBER, HAS THE POWER TO AMEND THE ARTICLES OF INCORPORATION; TO APPROVE OR DISAPPROVE ANNUAL BUDGETS ADOPTED BY THE BOARD; TO ESTABLISH FROM TIME TO TIME LEVELS OF APPROVAL AUTHORITY FOR THE CORPORATION; TO ELECT OR REMOVE THE BOARD OF DIRECTORS; TO APPROVE IN ADVANCE ANY PROPOSED DISSOLUTION AND/OR LIQUIDATION OF THE CORPORATION; AND SHALL FURTHER HAVE ALL SUCH OTHER RIGHTS AND PRIVILEGES OF MEMBERS OF A PUBLIC BENEFIT CORPORATION ORGANIZED UNDER R.S. MO. CHAPTER 355.
FORM 990 REVIEW PROCESS
FORM 990, PART VI, SECTION B, LINE 11B
THE BOARD OF DIRECTORS OF THE CORPORATION RETAINS ULTIMATE RESPONSIBILITY FOR THE PREPARATION AND FILING OF THE CORPORATIONS' ANNUAL INFORMATIONAL RETURN ON IRS FORM 990. THE BOARD WILL DELEGATE THE RESPONSIBILITY FOR PREPARATION OF THE FORM TO ITS ACCOUNTING FIRM, BUT THE BOARD SHALL REVIEW THE ANNUAL FORM 990 PRIOR TO FILING. THE CFO, UNDER THE DIRECTION OF THE COMPLIANCE OFFICER, WILL PROVIDE EACH MEMBER OF THE BOARD WITH A COPY OF THE ANNUAL FORM 990.
CONFLICT OF INTEREST POLICY
FORM 990, PART VI, SECTION B, LINE 12C
AT THE TIME OF HIRE, OR ELECTION IN THE CASE OF CORPORATE DIRECTORS, THE CEO OR HIS/HER DESIGNEE SHALL PROVIDE TO THE BOARD MEMBERS AND OFFICERS A COPY OF THE CONFLICT OF INTEREST POLICY AND THE APPLICABLE CONFLICT OF INTEREST DISCLOSURE FORM AND QUESTIONNAIRE, WHICH SHALL BE COMPLETED TO IDENTIFY ANY RELATIONSHIPS, POSITIONS, OR CIRCUMSTANCES WITH RESPECT TO WHICH IT IS BELIEVED A CONFLICT MAY ARISE. CORPORATE DIRECTORS AND OFFICERS ANNUALLY COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE. ON-GOING COMPLIANCE TRAINING FOR OFFICERS AND DIRECTORS. THIS ANNUAL MONITORING IS SUBJECT TO REVIEW BY THE CORPORATE COMPLIANCE COMMITTEE. EACH MEMBER OF THE BOARD AND ALL OFFICERS SHALL DISCLOSE FULLY AND FRANKLY ANY AND ALL ACTUAL OR POTENTIAL CONFLICTS OR DUALITY OF INTEREST OR RESPONSIBILITY, WHETHER PERSONAL, INDIVIDUAL, OR BUSINESS, WHICH MAY EXIST OR APPEAR TO EXIST. VNAF HAS NO EMPLOYEES. A DUALITY OF INTEREST BECOMES A CONFLICT OF INTEREST ONLY IF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF VNA DECIDES THAT A CONFLICT OF INTEREST EXISTS BECAUSE THE DUALITY OF INTEREST IS SO SUBSTANTIAL THAT IT COULD COMPROMISE OBJECTIVE DECISION-MAKING OR COULD OTHERWISE BE DETRIMENTAL TO A VNA ORGANIZATION. IF A CONFLICT OF INTEREST IS DETERMINED TO EXIST, 1) THE INDIVIDUAL WITH THE CONFLICT SHALL NOT BE GIVEN ACCESS TO ANY INFORMATION THAT MIGHT PROVIDE AN UNFAIR ADVANTAGE TO THAT INDIVIDUAL OR THE FIRM THEY REPRESENT; 2) THE INDIVIDUAL WITH THE CONFLICT WILL BE REQUIRED TO WITHDRAW FROM ANY MEETING IN WHICH THE MATTER IS ADDRESSED, UNLESS THE APPLICABLE BOARD OR BOARD COMMITTEE ASKS THE INDIVIDUAL TO RESPOND TO SPECIFIC QUESTIONS OR TO MAKE A BRIEF PRESENTATION, OTHERWISE THE INDIVIDUAL SHALL NOT BE PRESENT FOR ANY DISCUSSION OF THE MATTER AND SHALL NOT CAST ANY VOTE ON ANY DECISION OR DETERMINATION RELATING TO THE TRANSACTION ARRANGEMENT; 3) THE CHAIRPERSON OF THE BOARD OR BOARD COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR DISINTERESTED COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION ARRANGEMENT; 4) AFTER EXERCISING DUE DILIGENCE, THE BOARD OR BOARD COMMITTEE SHALL DETERMINE WHETHER THE VNA ORGANIZATION CAN OBTAIN WITH REASONABLE EFFORTS A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST: 5) IF A MORE ADVANTAGEOUS TRANSACTION ARRANGEMENT IS NOT POSSIBLE OR FEASIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE BOARD OR BOARD COMMITTEE SHALL DETERMINE BY MAJORITY OF VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE VNA ORGANIZATIONS BEST INTEREST, FOR ITS OWN BENEFIT, AND WHETHER IT IS FAIR AND REASONABLE. IN CONFORMITY WITH THE ABOVE DETERMINATION, IT SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION ARRANGEMENT. NONDISCLOSURE OF INFORMATION SHALL BE ADHERED TO AND RECORDS OF PROCEEDINGS SHALL BE ENTERED INTO THE MINUTES OF THE BOARD AND ALL COMMITTEES.
COMPENSATION REVIEW
FORM 990, PART VI, SECTION B, LINES 15A & B
VNA CORPORATION CONDUCTED COMPENSATION REVIEWS IN 2010. CBIZ WAS RETAINED BY THE FIRM'S LEGAL COUNSEL, JOE HIERSTEINER, SEIGFRIED BINGHAM, ON THE DIRECTION OF THE HUMAN RESOURCES COMMITTEE AND THE EXECUTIVE COMMITTEE TO PERFORM THE REVIEW OF THE ORGANIZATION'S PRESIDENT, CFO & CNO (CLINICAL DIRECTOR). OTHER KEY EMPLOYEES' COMPENSATION IS REVIEWED BY THE HUMAN RESOURCES COMMITTEE AND VNA'S HUMAN RESOURCE DIRECTOR ON AN ANNUAL BASIS. LAST REVIEW WAS PERFORMED IN 2012.
AVAILABILITY OF DOCUMENTS
FORM 990, PART VI, SECTION C, LINE 19
THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST.
RECONCILIATION OF NET ASSETS
FORM 990, PART XI, LINE 9
INTERCOMPANY TRANSFER OF ASSETS (300,000)
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.