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
2011
Open to Public Inspection
Name of the organization
DECATUR MEMORIAL FOUNDATION
Employer identification number
37-1169605
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)
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 support?
Yes
No
Yes
No
Yes
No
(1)
DECATUR MEMORIAL HOSPITAL DECATUR MEMORIAL HOSPITAL
370661199
3
Yes
Yes
Yes
9,861,966
Total
9,861,966
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
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) 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.
Section B. Total Support
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).
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—2011.
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—2010.
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—2011.
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—2010.
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) 2011
Schedule A (Form 990 or 990-EZ) 2011
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) 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
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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(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 2011 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2010 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2010 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2011.
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—2010.
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) 2011
Schedule A (Form 990 or 990-EZ) 2011
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) 2011
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
2011
Open to Public Inspection
Name of the organization
DECATUR MEMORIAL FOUNDATION
Employer identification number
37-1169605
Identifier
Return Reference
Explanation
ORGANIZATION'S MISSION
FORM 990 - ORGANIZATION'S MISSION
THE FOUNDATION'S MISSION IS TO SUPPORT AND BENEFIT DECATUR MEMORIAL HOSPITAL (A 280-BED ACUTE CARE HOSPITAL AND RELATED FACILITIES PROVIDING COMPREHENSIVE INPATIENT, OUTPATIENT AND PHYSICIAN SERVICE). IT DOES THIS BY CONDUCTING FUND DEVELOPMENT ACTIVITIES, HOLDING TITLE TO ASSETS, AND OVERSEEING THEIR PRUDENT AND EFFECTIVE INVESTMENT AND MANAGEMENT.
ADDITIONAL INFORMATION
FORM 990, PART V
IN CERTAIN PRIOR YEARS, THE FOUNDATION FILED FORM 990-T TO REPORT AS UNRELATED BUSINESS INCOME A PORTION OF THE RENTS IT RECEIVED FROM DECATUR MEMORIAL HOSPITAL, A RELATED SEC. 501(C)(3) ORGANIZATION. SUCH RENTS WERE TAXABLE UNDER SEC. 512(B)(13), IRC. FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2012, THE FOUNDATION RECEIVED NO RENTS FROM THE HOSPITAL WHICH WOULD CONSTITUTE UNRELATED BUSINESS INCOME TO THE FOUNDATION UNDER SEC. 512(B)(13). FURTHER, ALL OF THE FOUNDATION'S INCOME IS EITHER FROM CONTRIBUTIONS OR OTHER INCOME SPECIFICALLY EXCLUDED FROM TAXATION UNDER SEC. 512(B) OR SEC. 513, IRC. THEREFORE, FORM 990-T IS NOT REQUIRED TO BE FILED FOR THE FOUNDATION FOR THE YEAR ENDED SEPTEMBER 30, 2012.
RELATED PARTY INFORMATION AMONG OFFICERS
FORM 990, PAGE 6, PART VI, LINE 2
TERRY MYERS VIRGINIA SHAFTER FMR. OFFICER DIRECTOR BUSINESS VIRGINIA SHAFTER TERRY MYERS DIRECTOR FMR. OFFICER BUSINESS
CLASSES OF MEMBERS OR STOCKHOLDERS
FORM 990, PAGE 6, PART VI, LINE 6
THE SOLE CORPORATE MEMBER OF THE FOUNDATION IS DMH HEALTH SYSTEMS, AN ILLINIOS NOT-FOR-PROFIT CORPORATION THAT HAS BEEN RECOGNIZED AS AN EXEMPT ORGANIZATION DESCRIBED IN SEC. 501(C)(3), IRC. DMH HEALTH SYSTEMS ALSO SERVES AS THE SOLE CORPORATE MEMBER OF DECATUR MEMORIAL HOSPITAL.
ELECTION OF MEMBERS AND THEIR RIGHTS
FORM 990, PAGE 6, PART VI, LINE 7A
AS PROVIDED IN THE AMENDED AND RESTATED BYLAWS OF THE FOUNDATION, THE INDIVIDUALS COMPRISING THE FOUNDATION'S BOARD OF DIRECTORS ARE ELECTED BY THE FOUNDATION'S BOARD BUT MAY TAKE OFFICE ONLY UPON APPROVAL BY DMH HEALTH SYSTEMS, AS THE SOLE CORPORATE MEMBER.
DECISIONS SUBJECT TO APPROVAL OF MEMBERS
FORM 990, PAGE 6, PART VI, LINE 7B
THE AMENDED AND RESTATED BYLAWS OF THE FOUNDATION PROVIDE THAT THE ACTIVITIES AND OPERATIONS OF THE FOUNDATION ARE OVERSEEN BY ITS BOARD OF DIRECTORS, SUBJECT TO AUTHORITY SPECIFICALLY RESERVED TO DMH HEALTH SYSTEMS AS THE SOLE CORPORATE MEMBER. SUCH RESERVED POWERS RELATE TO: APPROVAL, NOMINATION AND/OR REMOVAL OF DIRECTORS AND OFFICERS; AMENDMENTS TO ARTICLES AND BYLAWS; APPROVAL OF ANNUAL BUDGETS AND LONG RANGE PLANS; APPROVAL OF PROPOSED DONEES; APPROVAL OF SIGNIFICANT TRANSACTIONS (MERGER, CONSOLIDATION, DISSOLUTION, SALE OF SUBSTANTIAL ASSETS, CREATION OF AFFILIATES); APPOINTMENT OF AN INDEPENDENT AUDITOR; AND EMPLOYMENT AND COMPENSATION OF THE FOUNDATION PRESIDENT/DIRECTOR.
ORGANIZATION'S PROCESS USED TO REVIEW FORM 990
FORM 990, PAGE 6, PART VI, LINE 11B
A COPY OF THE FORM 990, ALONG WITH A COVER NOTE, IS PROVIDED FOR REVIEW TO THE DECATUR MEMORIAL FOUNDATION BOARD PRIOR TO THE FILING OF THE RETURN.
ENFORCEMENT OF CONFLICTS POLICY
FORM 990, PAGE 6, PART VI, LINE 12C
ANNUALLY, ALL MEMBERS OF THE BOARD OF DIRECTORS, OFFICERS AND KEY EMPLOYEES ARE REQUIRED TO SUBMIT A CONFLICT OF INTEREST DISCLOSURE TO THE CEO. A LIST OF POTENTIAL CONFLICTS IS PREPARED AND IS AVAILABLE FOR REFERENCE PRIOR TO EACH BOARD AND COMMITTEE MEETING. THE CFO'S OFFICE MONITORS AND PERIODICALLY REVIEWS TRANSACTIONS BETWEEN THE ORGANIZATION AND BOARD MEMBERS OR ENTITIES WITH WHICH THEY ARE AFFILIATED.
COMPENSATION PROCESS FOR TOP OFFICIAL
FORM 990, PAGE 6, PART VI, LINE 15A
THE BOARD OF DIRECTORS OF DMH HEALTH SYSTEMS (THE SOLE CORPORATE MEMBER OF THE FOUNDATION) HAS ADOPTED AN EXECUTIVE COMPENSATION POLICY AND PROCEDURE SETTING FORTH THE AUTHORITY AND PROCESS REGARDING COMPENSATION DETERMINATIONS FOR THE TOP EXECUTIVES OF THE HOSPITAL, THE FOUNDATION, AND ITS AFFLIATES. PURSUANT TO THE POLICY, THE BOARD HAS DELEGATED TO THE EXECUTIVE COMMITTEE THE RESPONSIBILITY TO REVIEW INDEPENDENT MARKET DATA, ASSESS THE COMPARABILITY OF SUCH DATA, AND MAKE RECOMMENDATIONS TO THE BOARD REGARDING COMPENSATION PROPOSED TO BE PAID IN CARRYING OUT THEIR RESPECTIVE COMPENSATION-RELATED RESPONSIBILITIES. THE BOARD AND EXECUTIVE COMMITTEE EXCLUDE ANY PERSON DEEMED TO HAVE A CONFLICT OF INTEREST WITHIN THE MEANING OF APPLICABLE TREASURY REGULATIONS (INCLUDING ANY PHYSICIANS EMPLOYED BY DMH OR ON ITS MEDICAL STAFF). AS PROVIDED IN THE POLICY, THE EXECUTIVE COMMITTEE CONDUCTS AN IN-DEPTH TOTAL COMPENSATION ANALYSIS EVERY TWO YEARS WITH THE ASSISTANCE OF AN INDEPENDENT NATIONALLY-RECOGNIZED COMPENSATION CONSULTING FIRM. IN THE OFF-YEARS BETWEEN IN-DEPTH REVIEWS, THE COMMITTEE TYPICALLY HAS OBTAINED FROM ITS CONSULTING FIRM AN UPDATED ASSESSMENT TO CONFIRM CONTINUED COMPARABILITY WITH MARKET DATA. CONSISTENT WITH THE FOREGOING, IN AUGUST 2012, DMH OBTAINED SUCH AN UPDATE REPORT FROM ITS INDEPENDENT COMPENSATION CONSULTING FIRM, COVERING THE FOLLOWING INDIVIDUALS: SMITHMIER (CEO)AND PEACOCK (CFO),BOTH OF WHOM ARE EMPLOYED BY THE HOSPITAL BUT SERVE AS DIRECTORS AND/OR OFFICERS OF THE FOUNDATION AS WELL. ALL DETERMINATIONS OF THE BOARD AND EXECUTIVE COMMITTEE ARE THOROUGHLY AND TIMELY DOCUMENTED IN APPROPRIATE MINUTES AND SUPPORTING MATERIALS.
COMPENSATION PROCESS FOR OFFICERS
FORM 990, PAGE 6, PART VI, LINE 15B
SEE LINE 15A ABOVE
GOVERNING DOCUMENTS DISCLOSURE EXPLANATION
FORM 990, PAGE 6, PART VI, LINE 19
THE GOVERNING DOCUMENTS, CONFLICTS OF INTEREST POLICY AND FINANCIAL INFORMATION OF THE FOUNDATION ARE AVAILABLE TO THE PUBLIC UPON SPECIFIC REQUEST TO DMH ADMINISTRATION.
ADDITIONAL INFORMATION
FORM 990, PART VII
GARY PEACOCK (SENIOR VP & CFO) RETIRED IN JANUARY 2010. IN SEPTEMBER 2011, MR. PEACOCK WAS REHIRED BY DECATUR MEMORIAL HOSPITAL (DMH) AS INTERIM SENIOR VP AND CHIEF FINANCIAL OFFICER UNDER A THREE MONTH AGREEMENT BEGINNING IN OCTOBER THAT PAID 27,248 A MONTH. THE CONTRACT ALSO AGREED TO PAY FOR MR. PEACOCK'S COMMUTE TO AND FROM GEORGETOWN, TEXAS; LODGING WHILE STAYING IN DECATUR; AND USE OF A RENTAL CAR. DMH PAID 14,628 OVER THE CONTRACT PERIOD FOR MR. PEACOCK'S EXPENSES. MR. PEACOCK HANDLED ALL CFO DUTIES AND WAS CHARGED WITH THE RESPONSIBILITY OF ASSISTING WITH FINDING A NEW CFO. IN OCTOBER 2011 MR. PEACOCK WAS HIRED AS THE PERMANENT CFO OF DMH. DMH PAID 14,009 TO MOVE MR. PEACOCK TO DECATUR. MR. PEACOCK RETIRED IN SEPTEMBER 2012.
RELATED ORGANIZATIONS
FORM 990, PAGE 7, PART VII
ROBERT KRAUS, JR., M.D. (DECATUR MEMORIAL HOSPITAL) - 40 HOURS/WEEK KENNETH L. SMITHMIER (DECATUR MEMORIAL HOSPITAL) - 40 HOURS/WEEK MADHU JYOTHINAGARAM, M.D. (DECATUR MEMORIAL HOSPITAL) - 40 HOURS/WEEK GEORGE LIU, M.D. (DECATUR MEMORIAL HOSPITAL) - 40 HOURS/WEEK GARY PEACOCK (DECATUR MEMORIAL HOSPITAL) - 40 HOURS/WEEK DAVID OPPENLANDER (DECATUR MEMORIAL HOSPITAL) - 40 HOURS/WEEK
ADDITIONAL INFORMATION
FORM 990, PART XI
RECONCILIATION OF NET ASSETS - LINE 5, OTHER CHANGES, INCLUDES THE FOLLOWING: DEFERRED BOOK GAIN ON ASSET SALE (INCR. OF 220,064), NET UNREALIZED GAINS (INCR. OF 864,527), A TRANSFER OF FUNDS TO DMH (DECREASE OF 7,925,890), TOTAL DIRECT FUNDRAISING EXPENSE (DECREASE OF 51,058) AND SCHEDULE K-1 ADJUSTMENT (DECREASE OF 37,173). THE NET DECREASE IN NET ASSETS RESULTING FROM THESE OTHER CHANGES AMOUNTED TO 6,929,530.
ADDITIONAL INFORMATION
FORM 990, PART XII
DECATUR MEMORIAL FOUNDATION WAS INCLUDED IN THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF DMH HEALTH SYSTEMS AND AFFILIATED ORGANIZATIONS.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.