Attach to Form 990 or Form 990-EZ.
See separate instructions.| (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 | |||
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| Yes | No | Yes | No | Yes | No | ||||
| Total | |||||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2008 | (b) 2009 | (c) 2010 | (d) 2011 | (e) 2012 | (f) Total | |
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| 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. | ||||||
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). | ||||||






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.) | ||||||
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.).. | ||||||




| Facts And Circumstances Test |
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Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
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| MISSION STATEMENT | FORM 990, PART I, LINE 1 AND PART III, LINE 1 | ADOLESCENT TREATMENT CENTERS, INC., DOING BUSINESS AS THUNDER ROAD, THEIR MISSION IS TO ASSIST YOUTH AND THEIR FAMILIES IN THE CHALLENGES TO RECOVER FROM THE ABUSE OF ALCOHOL, DRUGS AND NICOTINE, AND TO SUPPORT THEIR GROWTH AS HEALTHY, CONNECTED, AND HONORABLE MEMBERS WITHIN OUR NEIGHBORHOODS AND COMMUNITIES. IN ACHIEVING OUR MISSION, THUNDER ROAD IS GUIDED BY OPERATING PRINCIPLES THAT INCLUDE: - LEADERSHIP IN TREATMENT TECHNIQUES - INNOVATION AND CHANGE - DEDICATION TO EMPLOYEES - ACCESSIBILITY OF TREATMENT SERVICES - FAIR COST OF TREATMENT SERVICES - BALANCING THE INTERESTS OF CONSTITUENTS - ETHICAL RESPONSIBILITIES - DIVERSITY AND CULTURAL COMPETENCY - RECOVERING COMMUNITY WE STRIVE TO MAKE THUNDER ROAD THE CENTER OF A RECOVERING COMMUNITY WHICH WILL PROVIDE YOUTH AND FAMILIES WITH A PERMANENT SOURCE OF SUPPORT IN THEIR SOBRIETY. |
| EXEMPT PURPOSE ACHIEVEMENTS | FORM 990, PART III, LINE 4A | ADOLESCENT TREATMENT CENTERS, INC. (ATC), IS A CALIFORNIA NONPROFIT, PUBLIC BENEFIT CORPORATION DOING BUSINESS UNDER THE REGISTERED FEDERAL SERVICE MARK, "THUNDER ROAD." ATC OPERATES INTEGRATED ALCOHOL, OTHER DRUG, AND MENTAL HEALTH PROGRAMS FOR TEENAGERS AND THEIR FAMILIES, PROVIDING A BROAD RANGE OF EDUCATION, PREVENTION, ASSESSMENT, REFERRAL, AND TREATMENT SERVICES. THUNDER ROAD IS DUALLY LICENSED AS BOTH A CHEMICAL DEPENDENCY RECOVERY HOSPITAL (CDRH) BY THE CALIFORNIA DEPARTMENT OF HEALTH SERVICES AND AS A GROUP HOME (GH) BY THE CALIFORNIA DEPARTMENT OF SOCIAL SERVICES. WE SERVE AN AVERAGE OF 35 PATIENTS PER DAY. THE LARGEST COMPONENT OF THE THUNDER ROAD PROGRAM IS A RESIDENTIAL/ INPATIENT TREATMENT CENTER LOCATED ON 40TH STREET IN OAKLAND, CALIFORNIA. THE PROGRAM WORKS EXCLUSIVELY WITH YOUTH AGED 13 TO 19 WITH A HISTORY OF BEHAVIORAL HEALTH PROBLEMS WITH AN EMPHASIS ON DRUG AND ALCOHOL ABUSE OR DEPENDENCY. THE AVERAGE CLIENT IS NOT A "HARDENED ADDICT." MOST ARE TROUBLED YOUTH SUFFERING FROM VARIOUS BEHAVIOR DISORDERS, WHICH ARE MANIFESTED IN THE CHRONIC USE OF DRUGS, ALCOHOL, OR BOTH. NO APPLICANTS ARE ACCEPTED WHO ARE CONSIDERED TO POSE AN IMMEDIATE THREAT TO THEMSELVES OR OTHERS. SOME CLIENTS, INCLUDING MOST CLIENTS IN THE LONG-TERM GH COMPONENT, HAVE HAD SOME ENCOUNTER WITH THE JUVENILE JUSTICE SYSTEM AS A RESULT OF THEIR SUBSTANCE ABUSE. |
| DESCRIPTION OF CHANGES TO GOVERNING DOCUMENTS SINCE PRIOR FORM 990 | FORM 990, PART VI, QUESTION 4 | THE GENERAL MEMBER MAY NOT TRANSFER ITS MEMBERSHIP OR ANY RIGHTS ARISING THERE FROM EXCEPT AS PROVIDED IN THE CALIFORNIA CORPORATIONS CODE SECTION 5920. THE GENERAL MEMBER OF THE CORPORATION SHALL EXERCISE ITS MEMBERSHIP RIGHTS THROUGH ITS OWN BOARD OF DIRECTORS. SUBJECT TO THE PROVISIONS OF THE GENERAL MEMBER'S BYLAWS, THE BOARD OF DIRECTORS OF THE GENERAL MEMBER MAY, BY RESOLUTION, AUTHORIZE A PERSON OR COMMITTEE OF PERSONS TO EXERCISE ITS VOTE ON ANY MATTER TO COME BEFORE THE MEMBERSHIP OF THE CORPORATION. IN ADDITION, THE GENERAL MEMBER MAY EXERCISE ITS MEMBERSHIP RIGHTS AT ANY REGULAR OR SPECIAL MEETING OF THE BOARD OF DIRECTORS OF THE GENERAL MEMBER. SUTTER HEALTH AND THE CORPORATION'S GENERAL MEMBER HAVE THE POWER TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT AND POLICIES OF THE CORPORATION. DIRECTORS: NUMBER, QUALIFICATION, SELECTION. THE BOARD OF DIRECTORS OF THE CORPORATION (HEREAFTER SOMETIMES REFERRED TO AS THE "BOARD") SHALL CONSIST OF BETWEEN FIVE (5) AND FIFTEEN (15) DIRECTORS. THE EXACT NUMBER OF DIRECTORS SHALL BE SET BY THE GENERAL MEMBER. ANY NUMBER OUTSIDE OF THESE LIMITS MAY BE REQUESTED BY THE CORPORATION AND APPROVED OR NOT APPROVED BY THE GENERAL MEMBER. SUCH APPROVAL SHALL BE DOCUMENTED AS AN EXHIBIT TO THESE BYLAWS. ALL DIRECTORS SHALL BE ELIGIBLE TO VOTE AND PARTICIPATE IN ALL DISCUSSIONS OF THE BOARD EXCEPT WHEN THE BOARD IS CONSIDERING A MATTER INVOLVING A DIRECTOR WHO IS CONSIDERED TO HAVE A CONFLICT FOR THE PARTICULAR MATTER UNDER CONSIDERATION. A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS SHALL BE BROADLY REPRESENTATIVE OF THE GEOGRAPHIC AREA SERVED BY THE CORPORATION. NOT MORE THAN FORTY-NINE PERCENT (49%) OF THE PERSONS SERVING AS MEMBERS OF THE BOARD OF DIRECTORS AT ANY TIME MAY BE INTERESTED PERSONS. THE PRESIDENT OF THE GENERAL MEMBER MAY DESIGNATE, BY WRITTEN NOTICE TO THE SECRETARY OF THE CORPORATION, TWO (2) VOTING MEMBERS OF THE BOARD ("DESIGNATED DIRECTORS"). ANY RESIDENCY REQUIREMENT APPLICABLE TO DIRECTORS SHALL NOT APPLY TO THE DESIGNATED DIRECTORS. THE PRESIDENT OF THE GENERAL MEMBER MAY REVOKE ANY SUCH DESIGNATION EFFECTIVE UPON DELIVERY OF WRITTEN NOTICE THEREOF TO THE SECRETARY OF THE CORPORATION. IN ANY INSTANCE WHERE HE/SHE HAS NOT BEEN DESIGNATED A "DESIGNATED DIRECTOR," THE PRESIDENT OF THE GENERAL MEMBER SHALL BE INVITED TO AND MAY ATTEND ANY BOARD OR COMMITTEE MEETING. THE PRESIDENT OF THE CORPORATION AND THE CHIEF FINANCIAL OFFICER SHALL BE EX OFFICIO MEMBERS OF THE BOARD OF DIRECTORS WITH FULL VOTING RIGHTS. FOR PURPOSES OF THESE BYLAWS "EX OFFICIO" MEANS "BY VIRTUE OF THE OFFICE HELD" AND, UNLESS OTHERWISE EXPRESSLY STATED IN THESE BYLAWS, A PERSON WHO IS A MEMBER OF THE BOARD EX OFFICIO WILL HAVE THE SAME RIGHTS AND PRIVILEGES OF (INCLUDING VOTING RIGHTS), AND WILL SERVE UNDER THE SAME LIMITATIONS AS, ALL OTHER MEMBERS OF THE BOARD. THE RESIGNATION OR REMOVAL OF ANY SUCH PERSON FROM OFFICE SHALL AUTOMATICALLY TERMINATE SUCH PERSON'S MEMBERSHIP ON THE BOARD. DIRECTORS SHALL BE APPOINTED BY THE GENERAL MEMBER FROM A SLATE OF NOMINEES SELECTED AS DESCRIBED AT SECTION 5-5 OF THE BYLAWS. THE STANDARD TERMS OF ALL APPOINTED DIRECTORS SHALL BE THREE (3) YEARS, OR UNTIL HIS/HER SUCCESSOR HAS BEEN APPOINTED BY THE GENERAL MEMBER, AND THE TERMS SHALL BE STAGGERED. NO APPOINTED DIRECTOR MAY SERVE FOR MORE THAN NINE (9) CONSECUTIVE YEARS. THE POWERS AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: - TO ACT AS FIDUCIARIES TO FULFILL THE PURPOSES OF THE CORPORATION AS SET FORTH IN ITS ARTICLES OF INCORPORATION; - TO SUPERVISE THE CORPORATION'S QUALITY IMPROVEMENT ACTIVITIES, INCLUDING ALL ASPECTS OF PATIENT CARE EVALUATION, CONSISTENT WITH GUIDELINES ESTABLISHED BY SUTTER HEALTH; - TO MONITOR AND ASSURE THAT THE CORPORATION HAS AN EFFECTIVE ETHICS AND COMPLIANCE PROGRAM WHICH IS CONSISTENT WITH THE SUTTER HEALTH'S ETHICS AND COMPLIANCE PROGRAM; - TO ASSURE THAT THE CORPORATION'S COMMUNITY BENEFIT AND CHARITY CARE PROGRAMS ARE MEETING THE NEEDS OF THE COMMUNITIES SERVED BY THE CORPORATION WITHIN THE RESOURCES AVAILABLE TO DO SO; - TO REVIEW OPERATIONS WITH MANAGEMENT AND ENSURE THAT SERVICES ARE NECESSARY TO THE CORPORATION'S MISSION, ARE AFFORDABLE WHEN COMPARED TO LIKE SERVICES IN THE COMMUNITIES SERVED, AND ARE COST EFFECTIVELY PROVIDED; - TO OVERSEE THE DEVELOPMENT AND IMPLEMENTATION OF ANNUAL OPERATING AND CAPITAL BUDGETS, IN ACCORDANCE WITH GUIDELINES ESTABLISHED BY THE GENERAL MEMBER AND SUTTER HEALTH WITH DUE CONSIDERATION TO INPUT FROM THE CORPORATION'S BOARD; - TO OVERSEE THE DEVELOPMENT AND IMPLEMENTATION OF STRATEGIC PLANS WHICH ARE CONSISTENT WITH AND FULLY SUPPORT PROGRESS TOWARD ACHIEVING STRATEGIC OBJECTIVES AS DEFINED BY THE GENERAL MEMBER, SUTTER HEALTH AND THE CORPORATION; - TO SELECT AND APPOINT A QUALIFIED MEDICAL STAFF AND MAINTAIN A LIAISON THEREWITH. - TO PROVIDE INPUT TO THE PRESIDENT OF THE GENERAL MEMBER, OR HIS/HER DESIGNEE, REGARDING THE PERFORMANCE OF THE PRESIDENT OF THE CORPORATION AND OTHER KEY EXECUTIVES; - TO RECOMMEND INDIVIDUALS FOR APPOINTMENT BY THE GENERAL MEMBER TO THE BOARD; - TO ARRANGE AND CONDUCT PERIODIC REVIEW OF ITS OWN PERFORMANCE AS PRESCRIBED BY THE GENERAL MEMBER; - TO OVERSEE AND SUPPORT THE PHILANTHROPIC ACTIVITIES OF THE CORPORATION AND ANY AFFILIATE PHILANTHROPIC FOUNDATION; - TO BE LOYAL TO THE CORPORATION, ITS GENERAL MEMBER AND SUTTER HEALTH, ALWAYS FURTHERING THE INTERESTS OF THE CORPORATION, ITS GENERAL MEMBER AND SUTTER HEALTH IN THEIR PURSUIT OF THEIR MISSIONS AND COMPLYING WITH ALL LAWS, REGULATIONS AND BOARD POLICIES REGARDING CONFLICTS OF INTEREST; - TO BE DILIGENT IN THE FULFILLMENT OF BOARD RESPONSIBILITIES. THIS INCLUDES BEING PREPARED FOR QUESTIONS ADDRESSED BY THE BOARD, ATTENDANCE AT AND ACTIVE PARTICIPATION IN BOARD MEETINGS, AND PARTICIPATION IN CONTINUING EDUCATION OPPORTUNITIES; - TO BE PRUDENT IN ALL DECISIONS MADE ON BEHALF OF THE CORPORATION, INCLUDING ALWAYS ACTING IN GOOD FAITH AND IN A MANNER BELIEVED TO BE IN THE BEST INTERESTS OF THE CORPORATION, ITS GENERAL MEMBER AND SUTTER HEALTH, EMPLOYING JUDGMENT CONSISTENT WITH GENERALLY ACCEPTED COMMUNITY STANDARDS AND/OR PRACTICES FOR THE ISSUE AT HAND, INCLUDING MAKING REASONABLE INQUIRY AS AN ORDINARILY PRUDENT PERSON WOULD UNDER THE CIRCUMSTANCES; - TO RESPECT THE CONFIDENTIALITY OF THE BOARDROOM; AND - TO SUPPORT THE DECISIONS AND POLICIES OF THE BOARD, UNTIL SUCH TIME AS THOSE DECISIONS OR POLICIES ARE CHANGED BY AN OFFICIAL ACTION OF THE BOARD AND PLANNING RESPONSIBILITIES. NOTICE SHALL BE PROVIDED CONSISTENT WITH THE PROVISIONS OF CALIFORNIA CORPORATIONS CODE SECTION 5211. SPECIAL MEETINGS OF THE BOARD OF DIRECTORS SHALL BE HELD UPON FOUR (4) DAYS' NOTICE TO EACH DIRECTOR BY FIRST-CLASS MAIL OR FORTY-EIGHT (48) HOURS' NOTICE TO EACH DIRECTOR DELIVERED PERSONALLY OR BY ELECTRONIC OR TELEPHONIC TRANSMISSION. THE ATTENDANCE OF A DIRECTOR AT ANY MEETING SHALL CONSTITUTE A WAIVER OF NOTICE OF THE MEETING, EXCEPT WHERE A DIRECTOR ATTENDS A MEETING ONLY FOR THE EXPRESS PURPOSE OF OBJECTING TO THE TRANSACTION OF ANY BUSINESS. HOWEVER, A MAJORITY OF THOSE PRESENT AT THE TIME AND PLACE OF ANY MEETING, ALTHOUGH LESS THAN A QUORUM, MAY ADJOURN THE SAME FROM TIME TO TIME OR FROM DAY TO DAY, WITHOUT FURTHER NOTICE, UNTIL A QUORUM IS IN ATTENDANCE, AND WHEN A QUORUM IS PRESENT, ANY BUSINESS MAY BE TRANSACTED WHICH MIGHT HAVE BEEN TRANSACTED AT THE MEETING HAD THE SAME BEEN HELD ON THE DAY THE MEETING WAS ORIGINALLY CALLED. THE FOLLOWING PERSONS SHALL BE AUTHORIZED TO EXECUTE ANY DEEDS, MORTGAGES, BONDS, CONTRACTS, OR OTHER INSTRUMENTS WHICH THE BOARD HAS AUTHORIZED TO BE EXECUTED AND FOR WHICH THE CORPORATION HAS AUTHORITY TO ACT: A. ANY OFFICER OR OTHER PERSON DULY AUTHORIZED BY RESOLUTION OF THE BOARD TO EXECUTE DOCUMENTS; OR B. IN THE ABSENCE OF EXPRESS AUTHORIZATION BY BOARD RESOLUTION, THE PRESIDENT OF THE CORPORATION, THE SECRETARY, ANY ASSISTANT SECRETARY, OR THE CHIEF FINANCIAL OFFICER (ALL SUBJECT TO SUCH LIMITATIONS AS MAY BE IMPOSED BY RESOLUTION OF THE BOARD). |
| DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS | FORM 990, PART VI, QUESTIONS 6 & 7A | THIS CORPORATION IS AN AFFILIATE OF SUTTER HEALTH, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION. SUTTER HEALTH IS THE SOLE MEMBER WITH THE RIGHT TO ELECT AT LEAST A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS. |
| DESCR CLASSES OF PERSONS, DECISIONS REQUIRING APPR & TYPE OF VOTING RIGHTS | FORM 990, PART VI, QUESTION 7B | SUTTER HEALTH AS THE SOLE MEMBER OF THE ORGANIZATION IS ENTITLED TO EXERCISE FULLY ALL RIGHTS AND PRIVILEGES OF MEMBERS OF NONPROFIT CORPORATIONS UNDER THE CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION LAW, AND ALL OTHER APPLICABLE LAWS. THE MEMBER HAS THE RIGHTS AND POWERS TO APPOINT (AND REMOVE) MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS, SUBJECT TO THE PROVISIONS OF THE BYLAWS. IN ADDITION, THE MEMBER HAS THE RIGHT TO APPROVE THE FOLLOWING ACTIONS OF THE CORPORATION'S BOARD OF DIRECTORS: A. MERGER, CONSOLIDATION, REORGANIZATION, OR DISSOLUTION OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; B. AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; C. ADOPTION OF OPERATING BUDGETS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY, INCLUDING CONSOLIDATED OR COMBINED BUDGETS OF THE CORPORATION AND ALL SUBSIDIARY ORGANIZATIONS OF THE CORPORATION; D. ADOPTION OF CAPITAL BUDGETS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; E. AGGREGATE OPERATING OR CAPITAL EXPENDITURES ON AN ANNUAL BASIS THAT EXCEED APPROVED OPERATING OR CAPITAL BUDGETS BY A SPECIFIED DOLLAR AMOUNT TO BE DETERMINED FROM TIME TO TIME BY THE GENERAL MEMBER; F. LONG-TERM OR MATERIAL AGREEMENTS INCLUDING, BUT NOT LIMITED TO, BORROWINGS, EQUITY FINANCINGS, CAPITALIZED LEASES AND INSTALLMENT CONTRACTS; AND PURCHASE, SALE, LEASE, DISPOSITION, HYPOTHECATION, EXCHANGE, GIFT, PLEDGE, OR ENCUMBRANCE OF ANY ASSET, REAL OR PERSONAL, WITH A FAIR MARKET VALUE IN EXCESS OF A DOLLAR AMOUNT TO BE DETERMINED FROM TIME TO TIME BY THE DIRECTORS OF THE GENERAL MEMBER, WHICH SHALL NOT BE LESS THAN 10% OF THE TOTAL ANNUAL CAPITAL BUDGET OF THE CORPORATION; G. APPOINTMENT OF AN INDEPENDENT AUDITOR AND HIRING OF INDEPENDENT COUNSEL EXCEPT IN CONFLICT SITUATIONS BETWEEN THE GENERAL MEMBER AND THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; H. THE CREATION OR ACQUISITION OF ANY SUBSIDIARY OR AFFILIATE ENTITY; I. CONTRACTING WITH AN UNRELATED THIRD PARTY FOR ALL OR SUBSTANTIALLY ALL OF THE MANAGEMENT OF THE ASSETS OR OPERATIONS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; J. APPROVAL OF MAJOR NEW PROGRAMS AND CLINICAL SERVICES OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY. THE GENERAL MEMBER SHALL FROM TIME TO TIME DEFINE THE TERM "MAJOR" IN THIS CONTEXT; K. APPROVAL OF STRATEGIC PLANS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; L. ADOPTION OF QUALITY ASSURANCE POLICIES NOT IN CONFORMITY WITH POLICIES ESTABLISHED BY THE GENERAL MEMBER; M. ANY TRANSACTION BETWEEN THE CORPORATION, A SUBSIDIARY OR AFFILIATE AND A DIRECTOR OF THE CORPORATION OR AN AFFILIATE OF SUCH DIRECTOR. IN ADDITION, THE GENERAL MEMBER SHALL HAVE THE AUTHORITY (BY A VOTE OF NOT LESS THAN TWO-THIRDS (2/3) OF ITS BOARD), TO DECLARE A MAJOR ACTIVITY REQUIRING APPROVAL. |
| DESCRIBE THE PROCESS USED BY MGMT &/OR GOVERNING BODY TO REVIEW FORM 990 | FORM 990, PART VI, QUESTION 11B | SUTTER HEALTH, A RELATED TAX-EXEMPT ORGANIZATION, HAS A CENTRALIZED TAX DEPARTMENT RESPONSIBLE FOR THE PREPARATION OF THE FORM 990. ANNUALLY THE TAX DEPARTMENT PROVIDES TRAINING AND EDUCATION TO AFFILIATE PERSONNEL WHO ASSIST THE TAX DEPARTMENT IN COLLECTING AND REVIEWING DATA TO BE REPORTED ON THE FORM 990. THE PREPARATION MATERIAL IS REVIEWED BY VARIOUS DEPARTMENTS INCLUDING TAX, FINANCE, LEGAL, AND HUMAN RESOURCES. A NATIONAL ACCOUNTING FIRM PREPARES AND/OR REVIEWS THE RETURN. A COMPLETED RETURN IS THEN REVIEWED BY THE TAX DEPARTMENT, THE AFFILIATE, AND THE CFO BEFORE THE RETURN IS FILED. |
| DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST | FORM 990, PART VI, QUESTION 12 | EMPLOYEES ARE EDUCATED ON THE CONFLICT OF INTEREST POLICY AND THE NEED TO MAKE DISCLOSURE AS PART OF ANNUAL COMPLIANCE EDUCATION. IN ADDITION, ANNUALLY A DISCLOSURE STATEMENT IS COMPLETED BY ALL DIRECTORS AND OFFICERS THAT INCLUDES AN ACKNOWLEDGEMENT THAT THEY HAVE READ THE CONFLICT OF INTEREST POLICY. ON THIS STATEMENT THE INDIVIDUAL WILL LIST A WIDE RANGE OF INFORMATION WHICH INCLUDES BUSINESS RELATIONSHIPS, EMPLOYMENT RELATIONSHIPS, PROPERTY INTERESTS, AND THOSE OF RELATED PARTIES. THE CEO AND BOARD CHAIR WILL REVIEW THE STATEMENTS AND MONITOR SITUATIONS THAT MAY POSE A POTENTIAL CONFLICT OF INTEREST. THE CEO AND BOARD CHAIR MAY CONSULT WITH THE OFFICE OF THE GENERAL COUNSEL AS NECESSARY. IF THERE IS A POTENTIAL CONFLICT OF INTEREST RELATED TO A PARTICULAR TRANSACTION, THE INTERESTED INDIVIDUAL MUST DISCLOSE THE EXISTENCE AND NATURE OF THE RELATIONSHIP. THE BOARD CHAIR MAY APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE THE CONFLICT. UNTIL THE POTENTIAL CONFLICT IS RESOLVED, THE BOARD CHAIR MAY REQUEST THE INDIVIDUAL TO NOT PARTICIPATE DURING RELATED PRESENTATIONS AND DISCUSSIONS. IN ALL CIRCUMSTANCES INVOLVING AN ACTUAL CONFLICT, THE INTERESTED INDIVIDUAL SHALL REFRAIN FROM VOTING ON ANY MATTER RELATED TO THE TRANSACTION. |
| PROCESS FOR DETERMINING COMPENSATION | FORM 990, PART VI, QUESTION 15 | THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ENSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE COMPENSATION COMMITTEE USES CREDIBLE DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARMS LENGTH" DECISION-MAKING PROCESS, ENSURING THE INTEGRITY OF SUTTER'S EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATION'S OVERALL MISSION. IN ORDER TO ENSURE EXTERNAL COMPETITIVENESS, NATIONAL, CALIFORNIA AND LOCAL MARKET AREA COMPENSATION DATA COMPARISONS ARE REVIEWED. COMPETITIVE ANALYSIS INCLUDES: (A) BASE SALARY, (B) TOTAL CASH (BASE SALARY + ANNUAL INCENTIVE) AND (C) TOTAL REMUNERATION (BASE SALARY + ANNUAL INCENTIVE + BENEFITS AND LONG TERM INCENTIVE). THIS ANALYSIS INCLUDES COMPARABLE ORGANIZATIONS AND GEOGRAPHIC CONSIDERATIONS. FOR THE MOST SENIOR EXECUTIVE POSITIONS, NATIONAL COMPARISONS FOR ORGANIZATIONS SIMILAR IN SIZE, SCOPE AND COMPLEXITY AS SUTTER HEALTH ARE MOST APPROPRIATE SINCE IT IS A NATIONAL MARKETPLACE IN WHICH SUTTER COMPETES FOR EXECUTIVE TALENT. ON THE OTHER HAND, BECAUSE CALIFORNIA'S UNDERLYING COMPENSATION STRUCTURE IS HIGHER THAN NATIONAL DATA (ESPECIALLY IN THE BAY AREA), REGIONAL PAY COMPARISONS AND ADJUSTMENTS ARE MADE. OFFICERS AND KEY EMPLOYEES OF THIS ORGANIZATION WHO ARE SUTTER HEALTH EMPLOYEES UNDERGO A REVIEW AND COMPENSATION COMMITTEE APPROVAL, AND SUCH APPROVAL IS RECORDED IN THE MINUTES. |
| AVAIL OF GOV DOCS, CONFLICT OF INTEREST POLICY, & FIN STMTS TO GEN PUBLIC | FORM 990, PART VI, QUESTION 19 | THE SUTTER HEALTH SYSTEM POSTS ITS CURRENT AND PAST AUDITED FINANCIAL STATEMENTS AT SUTTERHEALTH.ORG. OTHER DOCUMENTS ARE ALSO LOCATED AT THIS WEBSITE INCLUDING THE ANNUAL REPORT, MISSION STATEMENT, HISTORY, AND LINKS TO AFFILIATE WEBSITES. THE GOVERNING DOCUMENTS ARE NOT AVAILABLE TO THE PUBLIC AT THIS TIME. |
| OTHER FEES FOR SERVICES | FORM 990, PART IX, LINE 11G | HEALTHCARE PROVIDER PAYMENTS $765,496 |
| OTHER CHANGES IN FUND BALANCES | FORM 990, PART XI, LINE 9 | EQUITY TRANSFERS (NET) $450,000 |
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