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
POLK MEDICAL CENTER INC
Employer identification number
45-3957368
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)
(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 monetary support
Yes
No
Yes
No
Yes
No
Total
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
POLK MEDICAL CENTER INC
Employer identification number
45-3957368
Identifier
Return Reference
Explanation
ORGANIZATION'S MISSION
FORM 990 - ORGANIZATION'S MISSION
PRIMARY INITIAL ACTIVITY OF THE CORPORATION SHALL BE TO PROVIDE MANAGEMENT SERVICES AND MANAGEMENT DIRECTION TO AND FOR THE BENEFIT OF THE LICENSED OPERATOR OF THE HOSPITAL COMMENCING APRIL 1, 2012. IT IS ANTICIPATED THAT EVENTUALLY THE CORPORATION WILL BECOME THE LICENSED OPERATOR OF POLK MEDICAL CENTER, A 501(C)(3) ORGANIZATION, LOCATED IN CEDARTOWN, GA. PMC IS A 25-BED CRITICAL ACCESS HOSPITAL PROVIDING CARE TO THE COMMUNITY REGARDLESS OF THE ABILITY TO PAY.
CLASSES OF MEMBERS OR STOCKHOLDERS
FORM 990, PAGE 6, PART VI, LINE 6
FLOYD HEALTHCARE MANAGEMENT, INC. (FHMI), A RELATED ORGANIZATION, HAS THE POWER TO APPOINT EIGHT OF THE NINE MEMBER GOVERNING BODY WHILE THE PRESIDENT/CEO OF FHMI IS THE FINAL MEMBER OF THE BOARD.
ELECTION OF MEMBERS AND THEIR RIGHTS
FORM 990, PAGE 6, PART VI, LINE 7A
FLOYD HEALTHCARE MANAGEMENT, INC. (FHMI), A RELATED ORGANIZATION, HAS THE POWER TO APPOINT EIGHT OF THE NINE MEMBER GOVERNING BODY WHILE THE PRESIDENT/CEO OF FHMI IS THE FINAL MEMBER OF THE BOARD.
DECISIONS SUBJECT TO APPROVAL OF MEMBERS
FORM 990, PAGE 6, PART VI, LINE 7B
PRIOR APPROVAL OF FHMI IS REQUIRED FOR ANY OF THE FOLLOWING ACTIONS: DISSOLUTION; SALE, MERGER OR DISPOSITION; ADOPTION OF CAPITAL OR OPERATING BUDGETS; SELECT OR REMOVE THE ADMINISTRATOR; INCUR INDEBTEDNESS IN EXCESS OF 1,000,000; TAKE ANY ACTION ON THE LEASE OR CONTRACT BETWEEN THE CORPORATION AND CEDARTOWN-POLK COUNTY HOSPITAL AUTHORITY; AMEND THE CORPORATE ARTICLES OF INCORPORATION OR BYLAWS.
ORGANIZATION'S PROCESS USED TO REVIEW FORM 990
FORM 990, PAGE 6, PART VI, LINE 11B
THE ORGANIZATION'S CEO, CFO, CONTROLLER, LEGAL COUNSEL AND EMPLOYEES OF FHMI REVIEW THE FORM 990 FOR FINANCIAL AND DISCLOSURE ACCURACY. PRIOR TO ITS FILING, A COPY OF THE ORGANIZATION'S 990 RETURN IS POSTED ON THE BOARD OF DIRECTORS' SECURE WEBSITE FOR THEIR REVIEW. MANAGEMENT WILL SEND AN EMAIL NOTIFYING MEMBERS OF ITS POSTING.
ENFORCEMENT OF CONFLICTS POLICY
FORM 990, PAGE 6, PART VI, LINE 12C
POLK MEDICAL CENTER, INC. (PMCI) HAS A WRITTEN POLICY RESPECTING CONFLICTS OF INTEREST AND DISCLOSURE OF SAME. GENERALLY SPEAKING, THE POLICY REQUIRES ANY "COVERED PERSON" WHO BELIEVES HE/SHE HAS A CONFLICT OF INTEREST TO: -DISCLOSE THE EXISTENCE AND NATURE OF THE CONFLICT OF INTEREST (INCLUDING ALL FACTS KNOWN RESPECTING THE SUBJECT MATTER) TO THE CHAIRMAN OF THE BOARD; -PLAY NO PART, DIRECTLY OR INDIRECTLY, IN THE DELIBERATION OR VOTE OF THE BOARD OF DIRECTORS WITH RESPECT TO THE DETERMINATION OF WHETHER A CONFLICT OF INTEREST EXISTS; AND -ABSENT HIMSELF/HERSELF FROM THAT PORTION OF THE MEETING AT WHICH THE CONFLICT OF INTEREST IS DISCUSSED. THE DEFINITION OF A "COVERED PERSON" INCLUDES ALL BOARD MEMBERS, OFFICERS AND MEMBERS OF SENIOR MANAGEMENT OF FHMI. WHEN A COVERED PERSON DISCLOSES A POTENTIAL CONFLICT OF INTEREST TO THE BOARD CHAIRMAN, THE CHAIRMAN IS OBLIGED TO BRING THE MATTER TO THE ATTENTION OF THE FULL BOARD. THE BOARD DETERMINES WHETHER A CONFLICT OF INTEREST ACTUALLY EXISTS. IF THE BOARD DETERMINES THAT THERE IS A CONFLICT OF INTEREST, THE TRANSACTION OR MATTER GIVING RISE TO THE CONFLICT OF INTEREST MAY NOT PROCEED UNLESS THE BOARD DETERMINES, BY A MAJORITY VOTE, THAT, DESPITE THE CONFLICT OF INTEREST, THE TRANSACTION/MATTER IS NEVERTHELESS IN THE CORPORATION'S BEST INTEREST AND IS FAIR AND REASONABLE TO THE CORPORATION. IN ADDITION TO THE REQUIREMENT THAT A COVERED PERSON DISCLOSE A POTENTIAL CONFLICT OF INTEREST AT THE TIME IT ARISES, EACH COVERED PERSON IS ALSO REQUIRED TO SUBMIT, ON AN ANNUAL BASIS, A `CONFLICT AND DISCLOSURE OF INTEREST QUESTIONNAIRE'. THIS MULTI-QUESTION DOCUMENT SERVES AS A REMINDER AND PROMPTS EACH COVERED PERSON TO PONDER THOSE AREAS AND SITUATIONS WHERE A POTENTIAL CONFLICT MIGHT EXIST. ADDITIONALLY, ANY PROPOSED TRANSACTION AT PMCI WHICH INVOLVES AN "INSIDER" (I.E., A BOARD MEMBER, OFFICER, MANAGER, ETC.) IS SCRUTINIZED, WITH THE ASSISTANCE OF CORPORATE LEGAL COUNSEL, FROM THE STANDPOINT OF WHETHER THE TRANSACTION WILL RESULT IN ANY EXCESS BENEFIT TO THE INSIDER. TYPICALLY THIS INVOLVES OBTAINING APPROPRIATE DATA REGARDING COMPARABILITY WHICH IS PROVIDED TO THE BOARD FOR ITS USE IN DETERMINING THAT THE CONSIDERATION BEING PAID TO THE INSIDER AS A PART OF THE TRANSACTION IS REASONABLE AND DOES NOT EXCEED THE VALUE OF THE BENEFIT RECEIVED BY PMCI.
GOVERNING DOCUMENTS DISCLOSURE EXPLANATION
FORM 990, PAGE 6, PART VI, LINE 19
UPON REQUEST, THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE AT THE ADMINISTRATIVE OFFICES OF THE CORPORATION.
RELATED ORGANIZATIONS
FORM 990, PAGE 7, PART VII
FORM 990, PART VI, LINE 15 - COMPENSATION PROCESS FOR OFFICERS THE ORGANIZATION DOES NOT PAY COMPENSATION TO ANY OFFICER OR EMPLOYEE. THE ORGANIZATION HAS NO EMPLOYEES. TWO INDIVIDUALS SERVE AS THE ORGANIZATION'S CORPORATE OFFICERS - KURT STUENKEL AS CEO AND RICK SHEERIN AS CFO; BUT NEITHER MR. STUENKEL NOR MR. SHEERIN ARE PAID ANY COMPENSATION FOR THIS SERVICE BY THE ORGANIZATION. RATHER, MR. STUENKEL AND MR. SHEERIN RECEIVE THEIR COMPENSATION SOLELY FROM FLOYD HEALTHCARE MANAGEMENT, INC., A RELATED ORGANIZATION. THE COMPENSATION FOR MR. STUENKEL AND MR. SHEERIN REPORTED IN PART II OF SCHEDULE J IS COMPENSATION PAID TO THEM BY FLOYD HEALTHCARE MANAGEMENT, INC. THE FOLLOWING IS AN EXPLANATION OF THE PROCESS UTILIZED BY FLOYD HEALTHCARE MANAGEMENT, INC. TO DETERMINE THE COMPENSATION IT PAYS ITS EXECUTIVES. IT IS THE RESPONSIBILITY OF THE COMPENSATION COMMITTEE OF FLOYD HEALTHCARE MANAGEMENT, INC. BOARD TO ACTIVELY MANAGE AND MONITOR EXECUTIVE COMPENSATION. TO DO SO, THE COMMITTEE HAS ESTABLISHED THE FOLLOWING OBJECTIVES FOR THE EXECUTIVE COMPENSATION PROGRAM: -PROVIDE A COMPETITIVE TOTAL COMPENSATION EARNING OPPORTUNITY TO RECRUIT, RETAIN, AND REWARD THE EXECUTIVES NEEDED TO MEET THE COMMUNITY'S HEALTHCARE NEEDS, NOW AND IN THE FUTURE; -PROVIDE PAY OPPORTUNITIES THAT WILL REWARD THE EXECUTIVE TEAM WHEN ORGANIZATIONAL PERFORMANCE IN KEY AREAS IS DEMONSTRATED; -INCENTIVE COMPENSATION UNDER THE EXECUTIVE INCENTIVE COMPENSATION PLAN IS PAYABLE ONLY IN THE EVENT THE ORGANIZATION'S OPERATING MARGIN FROM OPERATING REVENUE EXCEEDS CERTAIN PARAMETERS ESTABLISHED BY THE COMPENSATION COMMITTEE; -ENSURE THAT THE COMPENSATION PROGRAMS ARE EASY FOR ALL INTERESTED PARTIES TO UNDERSTAND. ANNUALLY, THE COMMITTEE REVIEWS THE APPROPRIATENESS OF THE TOTAL COMPENSATION PROVIDED TO EACH EXECUTIVE: -AS RELATED TO THE COMPETITIVE MARKET PAY RATES; -AS RELATED TO THE INDIVIDUAL'S ROLE AND RESPONSIBILITY IN THE ORGANIZATION; -AS IT PERTAINS TO VARIABLE OR INCENTIVE EARNING OPPORTUNITIES RELATING TO THE PERFORMANCE OF THE ORGANIZATION. TO DETERMINE THE MARKET RATES FOR EACH POSITION, THE COMMITTEE UTILIZES AN OUTSIDE CONSULTANT TO SURVEY COMPARABLE ORGANIZATIONS TO DEVELOP AN APPROPRIATE RANGE OF PAY FOR EACH EXECUTIVE POSITION. THIS RANGE GENERALLY REFLECTS THE PAY PRACTICES AND LEVELS OF COMPARABLE ORGANIZATIONS IN GEORGIA, THE SOUTHEAST, AND ACROSS THE COUNTRY. SPECIFICALLY, THE COMMITTEE REVIEWS DATA FOR MARKET RATES OF BASE SALARY AND TOTAL COMPENSATION (THE COMBINATION OF BASE SALARY AND BONUSES). AFTER REVIEWING THIS DATA, THE COMMITTEE ASSESSES THE APPROPRIATENESS OF THE BASE PAY LEVELS FOR EACH EXECUTIVE WITHIN A RANGE THAT GENERALLY REFLECTS INDUSTRY NORMS. IN ADDITION TO MONITORING BASE SALARIES, THE COMMITTEE IS RESPONSIBLE FOR ADMINISTERING THE EXECUTIVE INCENTIVE COMPENSATION PROGRAM. THE PROGRAM IS DESIGNED TO: -FURTHER ALIGN EXECUTIVE PAY WITH THE STRATEGIC AND OPERATIONAL ACHIEVEMENTS OF THE ORGANIZATION; -WHEN THE ORGANIZATION ACHIEVES RESULTS IN KEY AREAS OF PERFORMANCE, TO APPROPRIATELY REWARD EXECUTIVES ACCORDING TO THAT PROGRAM; THE COMMITTEE HAS ALSO ESTABLISHED SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAMS (SERPS). THESE SERPS WERE DESIGNED WITH THE ADVICE AND HELP OF CONSULTANTS AND ARE DESIGNED TO RETAIN AND REWARD EXECUTIVES WITH RETIREMENT OPPORTUNITIES THAT ARE CONSISTENT WITH MARKET PRACTICES IN GEORGIA, THE SOUTHEAST, AND ACROSS THE COUNTRY. IN 2001, THESE PLANS VESTED TWO EXECUTIVES. IT IS THE PHILOSOPHY OF THE FHMI BOARD THAT THE COMBINATION OF THE INCENTIVE EARNING OPPORTUNITY, THE BASE SALARY, AND THE SERPS WILL PROVIDE A COMPETITIVE COMPENSATION LEVEL TO EACH EXECUTIVE THAT REFLECTS THE MARKET FOR EACH POSITION AND ORGANIZATION PERFORMANCE. THE COMMITTEE HAS DEVELOPED THE PROGRAM TO RECRUIT, RETAIN, AND REWARD EXECUTIVES IN ORDER TO MEET THE PRESENT AND FUTURE NEEDS OF THE ORGANIZATION TO PROVIDE A HIGH QUALITY OF PATIENT CARE TO THE COMMUNITY IN A COST EFFECTIVE MANNER. AFFILIATIONS AND COMMITMENTS: THE CEDARTOWN-POLK COUNTY HOSPITAL AUTHORITY (POLK AUTHORITY) IS A HOSPITAL AUTHORITY CREATED AND ORGANIZED UNDER THE GEORGIA HOSPITAL AUTHORITIES LAW. IT IS THE OWNER OF POLK MEDICAL CENTER A 25-BED, CRITICAL ACCESS HOSPITAL LOCATED IN CEDARTOWN, GA. THE POLK AUTHORITY CONSISTS OF A SELF- PERPETUATING SEVEN-PERSON BOARD, ALL OF WHOM ARE POLK COUNTY RESIDENTS. IN 2011 THE POLK AUTHORITY SOLICITED PROPOSALS RESPECTING THE LEASE AND OPERATION OF POLK MEDICAL CENTER. FLOYD HEALTHCARE MANAGEMENT INC. (FHMI) AND THE HOSPITAL AUTHORITY OF FLOYD COUNTY (HAFC) JOINTLY RESPONDED TO THE REQUEST FOR PROPOSALS BY SUBMITTING A PROPOSAL UNDER WHICH THE FOLLOWING TRANSACTIONS AND UNDERTAKINGS WOULD OCCUR: (1) HAFC WOULD LEASE POLK MEDICAL CENTER FROM THE POLK AUTHORITY AND OPERATE IT FOR A PERIOD OF UP TO FIVE YEARS; (2) FHMI WOULD CREATE A NON-PROFIT CORPORATION TO BE CALLED POLK MEDICAL CENTER INC. (PMCI), WHICH WOULD HAVE A BOARD OF DIRECTORS COMPRISED OF NINE PERSONS APPOINTED BY FHMI, THREE OF WHOM WOULD BE RESIDENTS OF FLOYD COUNTY AND SIX OF WHOM WOULD BE RESIDENTS OF POLK COUNTY; (3) PMCI WOULD BE ENGAGED BY HAFC TO MANAGE THE DAY-TO-DAY OPERATION OF POLK MEDICAL CENTER DURING THE TERM OF THE AFORESAID FIVE-YEAR LEASE; (4) PMCI AND FHMI WOULD UNDERTAKE TO CONSTRUCT A NEW, 25-BED REPLACEMENT HOSPITAL ON LAND ALREADY OWNED BY THE POLK AUTHORITY ON THE OUTSKIRTS OF CEDARTOWN, WITH CONSTRUCTION TO BE COMPLETED WITHIN FIVE YEARS; AND (5) UPON COMPLETION OF CONSTRUCTION, THE FIVE-YEAR LEASE WOULD TERMINATE, AND OWNERSHIP OF THE NEW HOSPITAL WOULD RESIDE IN THE POLK AUTHORITY, WHICH WOULD IN TURN LEASE IT TO PMCI FOR A PERIOD OF 35 YEARS. THE FOREGOING PROPOSAL WAS ACCEPTED BY THE POLK AUTHORITY, AND IN LATE 2011, AGREEMENTS BY AND AMONG FHMI, PMCI, HAFC AND THE POLK AUTHORITY WERE EXECUTED, INCLUDING THE FIVE-YEAR LEASE AGREEMENT AND A HOSPITAL CONSTRUCTION AGREEMENT. ON APRIL 1, 2012 THE FIVE-YEAR LEASE AGREEMENT COMMENCED AT WHICH TIME HAFC BECAME THE LICENSED OPERATOR OF POLK MEDICAL CENTER, WITH THE NEWLY CREATED PMCI ENGAGED TO PROVIDE DAY-TO-DAY MANAGEMENT OF THE HOSPITAL'S OPERATION. FHMI IS A NOT-FOR-PROFIT CORPORATION CREATED IN 1991 BY HAFC. FROM NOV. 26, 1991, THROUGH DEC. 31, 1997, FHMI MANAGED AND SUPERVISED FLOYD MEDICAL CENTER AND ALL OTHER FACILITIES, PROJECTS AND PROGRAMS OF HAFC PURSUANT TO A MANAGEMENT AGREEMENT. EFFECTIVE JAN. 1, 1998, THE AFORESAID MANAGEMENT AGREEMENT WAS CONVERTED TO A LEASE AGREEMENT UNDER WHICH ALL FACILITIES, PROJECTS AND PROGRAMS OF HAFC WERE LEASED TO FHMI. AT THAT TIME, FHMI BECAME THE LICENSED OPERATOR OF ALL SUCH FACILITIES, PROJECTS AND PROGRAMS. FHMI IS GOVERNED BY AN EIGHTEEN MEMBER BOARD OF DIRECTORS, THREE OF WHOM MUST BE MEMBERS OF HAFC. ADDITIONALLY, FHMI HAS CONTRACTUALLY COMMITTED THAT AT LEAST TWO OF ITS DIRECTORS WILL BE FLOYD COUNTY COMMISSIONERS AND TWO OF ITS DIRECTORS WILL BE CEDARTOWN-POLK COUNTY HOSPITAL AUTHORITY MEMBERS.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.