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
FLETCHER ALLEN PARTNERS INC
Employer identification number
45-2880726
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)
FLETCHER ALLEN HEALTH CARE INC
030219309
03
Yes
0
(B)
CENTRAL VERMONT MEDICAL CENTER
222547186
03
Yes
0
(C)
CHAMPLAIN VALLEY PHYS HOSP MED CENTER
141338471
03
No
0
(D)
ELIZABETHTOWN COMMUNITY HOSPITAL
141364513
03
No
0
Total
0
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
THE ARTICLES OF ORGANIZATION REQUIRE THE CORPORATION TO BE OPERATED EXCLUSIVELY FOR THE BENEFIT OF FLETCHER ALLEN HEALTH CARE, INC. AND CENTRAL VERMONT MEDICAL CENTER, INC. AND ANY OTHER NONPROFIT, TAX EXEMPT HEALTH CARE PROVIDERS THAT BECOME MEMBERS OF AN INTEGRATED REGIONAL HEALTH CARE SYSTEM ESTABLISHED BY THE CORPORATION, FLETCHER ALLEN AND CVMC. THE CLASS OF HEALTH CARE PROVIDERS SPECIFIED IN THE ARTICLES OF ORGANIZATION INCLUDES CVPH MEDICAL CENTER AND ELIZABETHTOWN COMMUNITY HOSPITAL.
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
FLETCHER ALLEN PARTNERS INC
Employer identification number
45-2880726
Identifier
Return Reference
Explanation
ORGANIZATION'S MISSION
FORM 990, PART 1, QUESTION 1 & PART III, QUESTION 1
THE CORPORATION IS ORGANIZED AND SHALL BE OPERATED EXCLUSIVELY FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF AND TO CARRY OUT THE EXCLUSIVELY CHARITABLE, EDUCATIONAL AND/OR SCIENTIFIC PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, OF FLETCHER ALLEN HEALTH CARE, INC. ("FLETCHER ALLEN"), CENTRAL VERMONT MEDICAL CENTER, INC. ("CVMC"), COMMUNITY PROVIDERS, INC. ("CPI"), AND ANY OTHER NONPROFIT, TAX EXEMPT HEALTH CARE PROVIDERS THAT BECOME MEMBERS OF AN INTEGRATED REGIONAL HEALTH CARE SYSTEM ESTABLISHED BY THE CORPORATION, INCLUDING THE FOLLOWING PURPOSES: A. TO ESTABLISH AN INTEGRATED REGIONAL HEALTH CARE SYSTEM THAT ALIGNS THE MISSIONS AND ECONOMIC INTERESTS OF THE AFFILIATES, CURRENT OR FUTURE, OF THE SYSTEM; B. TO ENGAGE IN COLLABORATIVE REGIONAL PLANNING TO DEVELOP A HIGHLY COORDINATED HELATH CARE NETWORK THAT WILL IMPROVE THE QUALITY, INCREASE THE EFFICIENCIES, AND LOWER THE COSTS OF HEALTH CARE DELIVERY IN THE COMMUNITIES SERVED BY THE SYSTEM. FORM 990, PART VI, LINE 2 THOMAS CURCHIN HAS A BUSINESS RELATIONSHIP WITH JUDITH TARR TARTAGLIA, CEO AT CVMC. DR. JOHN BRUMSTED, PRESIDENT AND CEO OF FLETCHER ALLEN PARTNERS(FAP), SERVES AS THE CHAIR OF THE BOARD OF DIRECTORS OF VERMONT MANAGED CARE INDEMNITY COMPANY (VMCIC), FAP'S CAPTIVE INSURANCE COMPANY DOMICILED IN BERMUDA, AND PRESIDENT OF FLETCHER ALLEN HEALTH VENTURES (FAHV). ROGER DESHAIES, TREASURER OF FAP, SERVES AS THE TREASURER AND SECRETARY OF FAHV, AND SERVES AS THE PRESIDENT OF VMCIC. FORM 990, PART VI, QUESTION 4 EFFECTIVE JANUARY 1, 2013, FLETCHER ALLEN PARTNERS, INC, ("FAP") BECAME THE SOLE CORPORATE MEMBER OF COMMUNITY PARTNERS, INC. ("CPI"). PREVIOUSLY, FAP WAS ONLY THE SOLE CORPORATE MEMBER OF FLETCHER ALLEN HEALTH CARE, INC. AND CENTRAL VERMONT MEDICAL CENTER, INC.
FORM 990 REVIEW
FORM 990, PART VI, QUESTION 11B
FLETCHER ALLEN PARTNERS (FAP) FORM 990 IS PREPARED BY A PAID PREPARER AND REVIEWED BY FLETCHER ALLEN HEALTH CARE'S (THE ORGANIZATION'S PARENT ORGANIZATION) INTERNAL MANAGEMENT. FOLLOWING THAT REVIEW, FAHC'S INTERNAL MANAGMENT PRESENTS THE FORM 990 TO THE AUDIT COMMITTEE FOR REVIEW AND COMMENT. THE COMPLETED FORM 990 IS PROVIDED TO ALL MEMBERS OF FAP'S BOARD OF TRUSTEES PRIOR TO THE FORM BEING FILED WITH THE IRS.
CONFLICT OF INTEREST POLICY
FORM 990, PART VI, QUESTION 12
THE ORGANIZATION REGULARLY MONITORS AND ENFORCES COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY. IN ACCORDANCE WITH THE POLICY, TRUSTEES, OFFICERS, KEY EMPLOYEES AND PHYSICIANS ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE AND CERTIFICATION UPON HIRING, AND THEREAFTER AT LEAST ANNUALLY, PRIOR TO PARTICIPATING IN ANY DECISION THAT MAY BE AFFECTED BY A PERSONAL INTEREST, AND WHENEVER A POTENTIALLY CONFLICTING INTEREST FIRST ARISES. CONFLICT OF INTEREST DISCLOSURES AND CERTIFICATION MAY BE MADE ONLINE OR IN WRITING AND ARE REGULARLY REVIEWED BY THE GENERAL COUNSEL. THE CONFLICT OF INTEREST POLICY IS ENFORCED BY THE OFFICE OF GENERAL COUNSEL AND OVERSEEN BY A FIVE-PERSON CONFLICT OF INTEREST COMMITTEE. THE GENERAL COUNSEL REPORTS AT LEAST QUARTERLY ON CONFLICT OF INTEREST ISSUES TO THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES. CONFLICTS OF INTEREST ARE MANAGED IN ACCORDANCE WITH THE POLICY, WHICH PROVIDES FOR A VARIETY OF REMEDIES TO ADDRESS CONFLICTS OF INTEREST. IN ADDITION, "DISQUALIFIED PERSONS", CONSISTING OF TRUSTEES, OFFICERS AND KEY EMPLOYEES ARE SUBJECT TO SPECIAL PROCEDURES TO COMPLY WITH THE INTERMEDIATE SANCTION RULES, AS OUTLINED IN THE CONFLICT OF INTEREST POLICY.
AS A NEWLY ESTABLISHED ORGANIZATION THAT IS BRINGING TOGETHER OLDER ORGANIZATIONS, FLETCHER ALLEN PARTNERS, INC. HAS RELIED ON THE POLICIES AND PROCEDURES OF ITS AFFILIATES, INCLUDING THEIR RESPECTIVE WHISTLEBLOWER AND DOCUMENT RETENTION AND DESTRUCTION POLICIES. THESE POLICIES WILL BE BROUGHT IN FRONT OF THE BOARD OF TRUSTEES FOR APPROVAL AND ADOPTION IN FY14.
COMPENSATION DETERMINATION POLICY
FORM 990, PART VI, QUESTIONS 15A & 15B
FLETCHER ALLEN PARTNERS ("FAP") RELIED ON FLETCHER ALLEN HEALTHCARE (FAHC), CENTRAL VERMONT MEDICAL CENTER ("CVMC") AND COMMUNITY PROVIDERS, INC ("CPI") TO ESTABLISH ITS OFFICERS' COMPENSATION. FAHC USES AN INDEPENDENT CONSULTING FIRM TO ASSIST THE FAHC COMPENSATION COMMITTEE IN ESTABLISHING THE TOTAL COMPENSATION FOR THE ORGANIZATION'S OFFICERS. THIS PROCESS IS COMPLETED ANNUALLY. Due to the complexity of the review, it sometimes spans calendar years and may come to closure each fiscal year. The process is ongoing. The most recent review started in FY13 and was completed in FY14. CVMC USES AN INDEPENDENT COMPENSATION STUDY THAT IS PERIODICALLY PERFORMED. THE MOST RECENT STUDY WAS PERFORMED IN 2013, WHICH INCLUDED VICE PRESIDENTS. CVPH HAS A FORMAL PROCESS THAT IS USED TO DETERMINE THE COMPENSATION OF THE CEO ON AN ANNUAL BASIS. THIS PROCESS INCLUDES A COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES, ENGAGING AN INDEPENDENT CONSULTANT, PERFORMANCE OF A COMPENSATION SURVEY OR STUDY, REVIEW OF OTHER ORGANIZATIONS' FORM 990, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. A WRITTEN EMPLOYMENT AGREEMENT IS ESTABLISHED SETTING FORTH THE COMPENSATION AND BENEFITS OF THE CEO. CVPH PAYS NONFIXED EARNINGS BASED ON THE SUCCESS OF MEETING PERFORMANCE CRITERIA THAT ARE PROSPECTIVELY AGREED UPON AS GOALS FOR THE CEO. THE SAME FORMAT IS USED TO DETERMINE THE BASE COMPENSATION OF THE OTHER OFFICERS. NONFIXED EARNINGS OF OTHER OFFICERS ARE BASED ON THE SUCCESS OF MEETING PERFORMANCE CRITERIA AND COMPARATIVE MARKET DATA.
DOCUMENT DISCLOSURE
FORM 990, PART VI, LINE 19
GOVERNANCE DOCUMENTS CONSIST OF THE ORGANIZATION'S ARTICLES OF INCORPORATION AND BYLAWS. THE ARTICLES OF NCORPORATION ARE FILED WITH THE VERMONT SECRETARY OF STATE AND ARE PUBLICLY AVAILABLE THROUGH THAT OFFICE. THE BYLAWS ARE NOT PUBLICLY POSTED, BUT WOULD BE FURNISHED TO ANY MEMBER OF THE PUBLIC WHO REQUESTED ONE. THE CONFLICT OF INTEREST POLICY IS NOT PUBLICLY POSTED, BUT WOULD BE FURNISHED TO ANY MEMBER OF THE PUBLIC WHO REQUESTED ONE. FINANCIAL STATEMENTS ARE POSTED ON THE WEBSITE. FORM 990, PART VII STEPHENS MUNDY IS EMPLOYED BY CPI. COMPENSATION FROM CPI IS NOT DISCLOSED BECAUSE CPI WAS NOT AFFILIATED WITH FLETCHER ALLEN PARTNERS, INC DURING CALENDAR 2012. DR. JOEL WOLKOWICZ IS PRESIDENT OF CVPH MEDICAL STAFF. COMPENSATION FROM CVPH IS NOT DISCLOSED BECAUSE CVPH WAS NOT AFFILIATED WITH FLETCHER ALLEN PARTNERS, INC DURING CALENDAR 2012. OTHER CHANGES IN NET ASSETS OR FUND BALANCES PART 990, PART XI, LINE 9 TRANSFER TO COMMUNITY PROVIDERS, INC. ($49,990,000)
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.