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 Medical Group PLLC
Employer identification number
20-3905216
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
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
FLETCHER ALLEN MEDICAL GROUP, PLLC (FAMG) IS AN EXEMPT ORGANIZATION DESCRIBED IN IRC SECTION 509(a)(1) & 170 (B)(I)(A)(III). HOWEVER, IT DOES NOT OPERATE ANY FACILITY THAT IS, OR IS REQUIRED TO BE, LICENSED, REGISTERED, OR SIMILARLY RECOGNIZED BY A STATE AS A HOSPITAL. IN FURTHERANCE OF FAMG AND FLETCHER ALLEN HEALTH CARE INC.'S EXEMPT PURPOSE FAMG RENDERS MEDICAL SERVICES TO PATIENTS AT VARIOUS HOSPITALS. AS A RESULT, FAMG IS APPROPRIATELY CATEGORIZED AS A HOSPITAL FOR SCHEDULE A PURPOSES, BUT IT IS NOT REQUIRED TO COMPLETE SCHEDULE H.
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 Medical Group PLLC
Employer identification number
20-3905216
Identifier
Return Reference
Explanation
MEMBERS OR STOCKHOLDERS
FORM 990, PART VI, QUESTIONS 6 AND 7A
FLETCHER ALLEN MEDICAL GROUP, PLLC (FAMG) IS INCORPORATED AS A PROFESSIONAL SERVICES LIMITED LIABILITY COMPANY IN THE STATE OF NEW YORK. MEMBERS/MANAGERS OF FAMG MAY CONSIST OF: EMPLOYEES OF FAMG OR UNIVERSITY OF VERMONT MEDICAL GROUP, INC. (UVMMG), A RELATED ORGANIZATION, WHO ARE EITHER LICENSED TO PRACTICE IN THE STATE OF NEW YORK, OR INDIVIDUALS WHO HAVE BEEN ENGAGED IN THE PRACTICE OF MEDICINE ON BEHALF OF THE COMPANY AND ARE EMPLOYED BY FAHC, A VERMONT NOT-FOR-PROFIT 501(C)(3) OR ITS WHOLLY OWNED TAX EXEMPT SUBSIDIARY, UVMMG.
MEETING DOCUMENTATION
FORM 990, PART VI, QUESTION 8B
FLETCHER ALLEN MEDICAL GROUP, PLLC DOES NOT MAINTAIN COMMITTEES WITH AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY.
FORM 990 REVIEW
FORM 990, PART VI, QUESTION 11B
FLETCHER ALLEN MEDICAL GROUP, PLLC'S (FAMG) 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 MANAGEMENT PRESENTS THE FORM 990 TO THE AUDIT COMMITTEE FOR REVIEW AND COMMENT. THE COMPLETED FORM 990 IS PROVIDED TO ALL MEMBERS OF FAMG'S BOARD OF MANAGERS PRIOR TO THE FORM BEING FILED WITH THE IRS.
CONFLICT OF INTEREST POLICY
FORM 990, PART VI, QUESTION 12
THE ORGANIZATION IS SUBJECT TO THE CONFLICT OF INTEREST POLICY AND REQUIREMENTS OF FLETCHER ALLEN HEALTH CARE (FAHC), ITS PARENT ORGANIZATION. FAHC 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 OF FAHC. THE CONFLICT OF INTEREST POLICY IS ENFORCED BY THE OFFICE OF GENERAL COUNSEL OF FAHC AND OVERSEEN BY A FIVE-PERSON CONFLICT OF INTEREST COMMITTEE OF THE FAHC BOARD OF TRUSTEES. THE GENERAL COUNSEL REPORTS AT LEAST QUARTERLY ON CONFLICT OF INTEREST ISSUES TO THE FAHC 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.
COMPENSATION DETERMINATION
FORM 990, PART VI, QUESTION 15
FLETCHER ALLEN MEDICAL GROUP, PLLC (FAMG) RELIED ON THE PARENT ORGANIZATION TO ESTABLISH ITS PRESIDENT/CEO'S COMPENSATION. THE BOARD OF MEMBER/MANAGERS OF FAMG HAS ADOPTED A PHYSICIAN COMPENSATION PLAN FOR ITS EMPLOYED PHYSICIANS THAT PROVIDES IN PART AS FOLLOWS: "THE TOTAL COMPENSATION PAID TO A PHYSICIAN SHALL NOT BE IN EXCESS OF REASONABLE COMPENSATION NOR INCONSISTENT WITH THE FAIR MARKET VALUE OF THE PHYSICIAN'S SERVICES, MEASURED BY APPROPRIATE INDUSTRY BENCHMARKS." THE COMPENSATION PLAN HAS ALSO BEEN APPROVED BY THE BOARD OF TRUSTEES OF FLETCHER ALLEN HEALTH CARE (FAHC), THE PARENT ORGANIZATION OF FAMG. THE BOARD OF TRUSTEES OF FAHC, THROUGH ITS COMPENSATION COMMITTEE, MONITORS COMPLIANCE WITH THE PHYSICIAN COMPENSATION PLAN AND OTHER APPLICABLE LEGAL REQUIREMENTS TO ASSURE THAT THE COMPENSATION PAID TO PHYSICIANS AND EXECUTIVES EMPLOYED BY FAMG IS NOT EXCESS OF REASONABLE COMPENSATION. THE COMPENSATION COMMITTEE IS COMPRISED SOLELY OF INDEPENDENT TRUSTEES. TO ASSIST THE COMPENSATION COMMITTEE WITH THIS WORK, FAHC ENGAGES AN INDEPENDENT CONSULTING FIRM, INTEGRATED HEALTHCARE STRATEGIES, WITH NATIONAL EXPERTISE IN HEALTH CARE COMPENSATION. INTEGRATED HEALTHCARE STRATEGIES BENCHMARKS THE COMPENSATION PAID BY FAMG TO ITS EXECUTIVES AND EMPLOYED PHYSICIANS AGAINST THE COMPENSATION PAID BY OTHER COMPARABLE ORGANIZATIONS AND PROVIDES AN OPINION TO THE COMPENSATION COMMITTEE OF FLETCHER ALLEN AS TO WHETHER THE COMPENSATION IS IN EXCESS OF REASONABLE COMPENSATION. BASED ON THIS OPINION PRESENTED IN AUGUST 2013, AND OTHER AVAILABLE INFORMATION, THE COMPENSATION COMMITTEE MAKES DETERMINATIONS AS TO THE REASONABLENESS OF COMPENSATION AND DOCUMENTS ITS DETERMINATIONS AS TO THE REASONABLENESS OF COMPENSATION CONTEMPORANEOUSLY IN ITS MINUTES. IF A DETERMINATION IS MADE THAT THE COMPENSATION PAID TO AN INDIVIDUAL EMPLOYEE IS EXCESSIVE, MEASURES ARE TAKEN TO ADJUST THE COMPENSATION TO ASSURE THAT IT IS NOT IN EXCESS OF REASONABLE COMPENSATION. DUE TO THE COMPLEXITY OF THIS REVIEW, CALENDAR YEAR ENDS ARE SOMETIMES SPANNED AND WILL NOT ALWAYS ALIGN WITH THE FISCAL YEAR.
DOCUMENT DISCLOSURE
FORM 990, PART VI, QUESTION 19
GOVERNANCE DOCUMENTS CONSIST OF THE ARTICLES OF ORGANIZATION, OPERATING AGREEMENT AND MEMBERSHIP AGREEMENT. THE ARTICLES OF ORGANIZATION ARE FILED WITH THE NEW YORK SECRETARY OF STATE AND PUBLICLY AVAILABLE THROUGH THAT OFFICE. THE OPERATING AGREEMENT AND MEMBERSHIP AGREEMENT ARE NOT PUBLICLY POSTED, BUT WOULD BE FURNISHED TO ANY MEMBER OF THE PUBLIC WHO REQUESTED ONE. CONFLICT OF INTEREST POLICY IS NOT PUBLICLY POSTED, BUT WE WOULD FURNISH A COPY TO ANY MEMBER OF THE PUBLIC WHO REQUESTED ONE. WITH THE ENACTMENT OF VERMONT'S ACT 48 IN MAY 2011, THE GREEN MOUNTAIN CARE BOARD (GMCB) BECAME THE REGULATORY BODY OVERSEEING HOSPITALS IN THE STATE OF VERMONT. AS A RESULT, THE BUDGET OF FLETCHER ALLEN (WITH WHICH THE FLETCHER ALLEN MEDICAL GROUP, PLLC IS CONSOLIDATED) IS SUBJECT TO REVIEW BY THE GMCB ON AN ANNUAL BASIS. ONGOING DISCLOSURE OF OPERATING RESULTS IS ALSO REQUIRED AND FLETCHER ALLEN SUBMITS ITS FINANCIAL STATEMENTS REGULARLY THROUGHOUT THE YEAR. FLETCHER ALLEN ALSO REGULARLY DISCLOSES ITS FINANCIAL RESULTS ON ITS WEBSITE AND SUBMITS PRESS RELEASES RELATING TO PERFORMANCE ON A REGULAR BASIS TO LOCAL NEWS ORGANIZATIONS. THE ANNUAL EXTERNAL AUDIT IS ALSO POSTED ON THE WEB SITE AND ATTACHED TO THE CURRENT YEAR'S FORM 990.
AUDIT COMMITTEE
FORM 990, PART XII, QUESTION 2C
FLETCHER ALLEN HEALTH PARTNERS' AUDIT COMMITTEE ASSUMES RESPONSIBILITY FOR THE OVERSIGHT OF THE CONSOLIDATED AUDIT, AS WELL AS THE CHOICE OF AN INDEPENDENT ACCOUNTANT.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.