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 | |||
|---|---|---|---|---|---|---|---|---|---|
| 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 | |
|---|---|---|---|---|---|---|---|
| 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.") . | 170,001 | 835,716 | 717,775 | 865,990 | 2,589,482 | |
| 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...... | 700,000 | 85,000 | 1,513,259 | 3,095,338 | 5,393,597 | |
| 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. | 870,001 | 920,716 | 2,231,034 | 3,961,328 | 7,983,079 | |
| 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.) | 7,983,079 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2008 | (b) 2009 | (c) 2010 | (d) 2011 | (e) 2012 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 870,001 | 920,716 | 2,231,034 | 3,961,328 | 7,983,079 | |
| 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.).. | 870,001 | 920,716 | 2,231,034 | 3,961,328 | 7,983,079 | |




| Facts And Circumstances Test |
|---|
| Explanation |
|---|
| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
|---|---|---|
| FIRST ACCOMPLISHMENT DESCRIPTION | FORM 990, PAGE 2, PART III, LINE 4A | IMMUNIZATION DELIVERY AND REPORTABLE LABS DELIVERY WITH THE STATE, A BEHAVIORAL HEALTH REFERRAL NETWORK, ADMISSION AND DISCHARGE NOTIFICATIONS, AND DIRECT HISP SERVICES. MHC'S BUSINESS MODEL CONTINUES TO BE FOCUSED ON MAKING SERVICES AND SOLUTIONS AVAILABLE TO INDEPENDENT COMMUNITY PROVIDERS AND CLINICS WHO CARE FOR THE POOR/UNINSURED/UNDERINSURED AT NO COST TO MAKE SURE THERE ARE NO DISPARITIES OF HIE CAPABILITY BASED ON AN ABILITY TO PAY. MHC'S COMMUNITY HEALTH RECORD SOLUTION NOW INCLUDES OVER 2.4 MILLION PATIENTS IN THE DATABASE AND IS ADDING OVER 2 MILLION CLINICAL MESSAGES TO THE REPOSITORY EACH MONTH. WITH THE ADDITION OF RECENT HOSPITALS, MHC NOW COVERS ALL COUNTIES IN THE LOWER PENINSULA OF MICHIGAN BASED ON THE SERVICE AREA OF THOSE FACILITIES AND HAS EXPANDED SIGNIFICANTLY THE NUMBER OF PROVIDERS/ORGANIZATIONS CONNECTED THROUGH ITS SOLUTIONS. |
| ADDITIONAL INFORMATION | FORM 990, PART V | LINE 1A - NUMBER REPORTED IN BOX 3 OF FORM 1096 PURSUANT TO A SHARED SERVICES CONTRACT WITH A MEMBER ORGANIZATION, THE ORGANIZATION'S VENDORS ARE PROCESSED AND PAID. AMOUNTS PAID TO THE MEMBER ORGANIZATION BY THE ORGANIZATION ARE INCLUDED ON LINES 11-24 OF PART IX. LINE 2A - NUMBER OF EMPLOYEES REPORTED ON FORM W-3 THE ORGANIZATION HAS EMPLOYEES WHO ARE LEASED TO THE ORGANIZATION BY ONE OF THE MEMBER ORGANIZATIONS. AMOUNTS PAID FOR THESE EMPLOYEES ARE PURSUANT TO A SHARED SERVICES CONTRACT AND ARE INCLUDED ON LINE 11G OF PART IX. |
| MANAGEMENT DELEGATED | FORM 990, PAGE 6, PART VI, LINE 3 | SPECTRUM HEALTH SYSTEM, A MEMBER OF MICHIGAN HEALTH CONNECT, PROVIDED BUDGET AND FINANCIAL PLANNING SERVICES TO THE FILING ORGANIZATION AS WELL AS SUPERVISION OF EXEMPT OPERATIONS. ALL OTHER MANAGEMENT DUTIES WERE PERFORMED BY MICHIGAN HEALTH CONNECT. |
| CLASSES OF MEMBERS OR STOCKHOLDERS | FORM 990, PAGE 6, PART VI, LINE 6 | THE CORPORATION IS ORGANIZED ON A MEMBERSHIP BASIS. 4.1 CLASSES OF MEMBERS. A. THERE SHALL BE TWO (2) CLASSES OF MEMBERS IN CORPORATION. THE TERM "MEMBERS" SHALL MEAN ANY PERSON ACCEPTED AS A MEMBER OF THE CORPORATION AND SIGNING THESE BYLAWS AS A MEMBER, OR HEREAFTER ADMITTED TO THE CORPORATION AS A MEMBER AS PROVIDED IN THESE BYLAWS, BUT DOES NOT INCLUDE ANY PERSON WHO HAS CEASED TO BE A MEMBER IN THE CORPORATION. THE TERM "TAX-EXEMPT MEMBER" MEANS THOSE MEMBERS THAT ARE EXEMPT FROM FEDERAL INCOME TAXATION, AS DEFINED BY THE CODE. THE TERM "MEMBERSHIP" MEANS ANY MEMBER'S INTEREST IN THE CORPORATION, INCLUDING, WITHOUT LIMITATION, THE RIGHTS INCIDENT THERETO, AND MAY BE EXPRESSED AS A PERCENTAGE OF THE WHOLE. 1)CLASS A MEMBERS. CLASS A MEMBERS ARE ENTITIES OR ORGANIZATIONS THAT ARE MATERIALLY INVOLVED IN THE PROVISION OF HEALTHCARE, PAYMENT FOR HEALTHCARE, OR OTHERWISE ARE COMMITTED TO ENSURING EFFICIENT, SAFE AND ACCESSIBLE HEALTHCARE THAT HAVE AGREED TO COMMIT SIGNIFICANT RESOURCES TO SUPPORT THE DEVELOPMENT AND OPERATION OF THE CORPORATION. ADDITIONAL ENTITIES MAY BE GRANTED STATUS AS A CLASS A MEMBER UPON THE TWO-THIRDS (2/3) MAJORITY APPROVAL OF THE EXISTING CLASS A MEMBERS, AND SUCH APPROVAL SHALL GRANT THE AUTHORITY FOR EXECUTION OF DOCUMENTS AS DEEMED APPROPRIATE. CRITERIA FOR CLASS A MEMBERS MAY INCLUDE: A) THE PROPOSED NEW CLASS A MEMBER SERVES A POPULATION OR SERVICE AREA NOT ALREADY REPRESENTED BY A CLASS A MEMBER; B) THE PROPOSED NEW CLASS A MEMBER HAS MADE A SUBSTANTIAL COMMMITMENT TO HEALTH INFORMATION TECHNOLOGY, IN EXCESS OF THE MINIMAL BYLAWS OF MICHIGAN HEALTH CONNECT REQUIREMENTS FOR "MEANINGFUL USE" UNDER THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 AND ITS RELATED REGULATIONS; C) THE PROPOSED NEW CLASS A MEMBER HAS THE ABILITY, AND HAS COMMITTED TO, ALLOCATE FUNDS, PERSONNEL AND IN-KIND SUPPORT TO THE CORPORATION; D) THE PROPOSED NEW CLASS A MEMBER HAS TECHNOLOGICAL CAPABILITY TO PARTICIPATE IN A HEALTH INFORMATION EXCHANGE PURSUANT TO THE CORPORATION'S STANDARDS AT THE TIME IN QUESTION; E) THE PROPOSED NEW CLASS A MEMBER HAS A UNIQUE ABILITY TO SUBSTANTIALLY CONTRIBUTE TO THE ACCOMPLISHMENT OF THE CORPORATION'S PURPOSES; AND/OR F) THE PROPSED NEW CLASS A MEMBER WILL, IN THE JUDGMENT OF THE BOARD, ADD VALUE TO THE CORPORATION. 2) CLASS B MEMBERS. CLASS B MEMBERS ARE HEALTHCARE PROVIDERS THAT SEND AND/OR RECEIVE ELECTRONIC MEDICAL INFORMATION VIA THE CORPORATION'S HEALTH INFORMATION EXCHANGE, AND OTHERS WHO HAVE A DEMONSTRATED INTEREST IN AND DESIRE TO SUPPORT THE CORPORATION, AND WHO HAVE SOUGHT MEMBERSHIP AND BEEN APPROVED BY THE BOARD AS CLASS B MEMBERS PURSUANT TO THE CRITERIA SPECIFIED BY THE BOARD FROM TIME TO TIME. |
| ELECTION OF MEMBERS AND THEIR RIGHTS | FORM 990, PAGE 6, PART VI, LINE 7A | EACH CLASS A MEMBER SHALL HAVE THE RIGHT TO DESIGNATE ONE (1) PERSON ("MEMBER'S DESIGNEE") TO PARTICIPATE ON THE BOARD. THE CLASS A MEMBERS SHALL, AT THE ANNUAL MEETING OF THE MEMBERS, NOMINATE THE MEMBER'S DESIGNEE(S) FOR ELECTION TO THE BOARD. IN THE EVENT A MEMBER'S DESIGNEE IS NOT ELECTED AT SUCH MEETING, OR IS REMOVED, RESIGNS OR OTHERWISE TERMINATES HIS OR HER POSITION AS A DIRECTOR FOR ANY REASON, THE MEMBER WHO DESIGNATED THE MEMBER'S DESIGNEE SHALL HAVE THE RIGHT TO NOMINATE A REPLACEMENT MEMBER'S DESIGNEE FOR ELECTION TO THE BOARD. CLASS B MEMBERS SHALL ELECT ONE (1) INDIVIDUAL TO THE BOARD BY A MAJORITY VOTE AT THE MEMBER'S ANNUAL MEETING. THE CHAIR OF THE CONSUMER/PATIENT ADVISORY COMMITTEE AND THE CHAIR OF THE PROVIDER COMMITTEE SHALL EACH BE MEMBERS OF THE BOARD EX OFFICIO, AND THE CHAIR OF THE INFORMATION PRIVACY AND SECURITY ADVISORY COMMITTEE SHALL BE A MEMBER OF THE BOARD EX OFFICIO WITHOUT VOTE. |
| DECISIONS SUBJECT TO APPROVAL OF MEMBERS | FORM 990, PAGE 6, PART VI, LINE 7B | EACH CLASS A MEMBER SHALL ACT THROUGH A DESIGNATED AUTHORIZED REPRESENTATIVE. A. EACH CLASS A MEMBER MAY ELECT ONE INDIVIDUAL TO REPRESENT THAT MEMBER ON THE BOARD. IN THE EVENT ONE OR MORE CLASS A MEMBERS MERGES WITH OR IS ACQUIRED BY, OR OTHERWISE BECOMES SUBJECT TO THE CONTROL OF (OR COMMON CONTROL WITH) AN EXISITING CLASS A MEMBER, THE MERGED, ACQUIRED OR CONTROLLED ENTITY MAY REMAIN A CLASS A MEMBER, PROVIDED, THAT IN NO EVENT MAY SUCH RELATED ENTITIES CONSTITUTE GREATER THAN 50% OF A QUORUM OF MEMBERS PRESENT, NOR MAY THE CUMULATED VOTES OF SUCH RELATED ENTITY BE GREATER THAN 33% ON ANY GIVEN VOTE. B. CLASS A RESERVED POWERS. THE FOLLOWING ARE RESERVED POWERS WHICH REQUIRE A SUPER-MAJORITY APPROVAL OF TWO-THIRDS (2/3) OF THE CLASS A MEMBERS: 1) INVOLUNTARY REMOVAL OF A CLASS A MEMBER; AND 2) MERGER, CONSOLIDATION OR DISSOLUTION OF THE CORPORATION. C. EACH CLASS B MEMBER SHALL ACT THROUGH A DESIGNATED AUTHORIZED REPRESENTATIVE. CLASS B MEMBERS MAY AS A CLASS ELECT ONE DIRECTOR TO THE BOARD, BASED ON A MAJORITY VOTE OF A QUORUM AT THE ANNUAL MEMBER MEETING. D. CLASS B MEMBERS MAY VOTE ONLY ON THE FOLLOWING: 1) THE ELECTION OF THE CLASS B BOARD MEMBER 2) THE DISSOLUTION OF THE CORPORATION; AND 3) MERGER OF THE CORPORATION, AS PERMITTED UNDER THE MICHIGAN NONPROFIT CORPORATION ACT. |
| ORGANIZATION'S PROCESS USED TO REVIEW FORM 990 | FORM 990, PAGE 6, PART VI, LINE 11B | A COPY OF THE FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS PRIOR TO FILING. THE REVIEW PROCESS FOR THIS FORM 990 IS AS FOLLOWS: 1. PREPARATION OF THE RETURN IS SUPERVISED AND REVIEWED BY THE EXECUTIVE DIRECTOR. 2. A SECOND REVIEW IS PERFORMED BY AN EXTERNAL CPA FIRM WITH EXPERTISE IN TAX EXEMPT RETURN PREPARATION. 3. THE ORGANIZATION'S EXECUTIVE DIRECTOR AND BOARD TREASURER REVIEW THE RETURN, ALONG WITH COMMENTS OR QUESTIONS RECEIVED BY MEMBERS OF THE BOARD OF DIRECTORS, IF ANY, TO ADDRESS OR TO INCORPORATE, AS APPROPRIATE, INTO THE RETURN PRIOR TO FILING. |
| ENFORCEMENT OF CONFLICTS POLICY | FORM 990, PAGE 6, PART VI, LINE 12C | BOARD OF DIRECTORS 1. CONFLICTS OF INTEREST MUST BE DISCLOSED, BOTH VIA AN ANNUAL ELECTRONIC DISCLOSURE PROCESS AS WELL AS VERBALLY AT A BOARD MEETING PRIOR TO DISCUSSION OF ANY AGENDA ITEM WITH REGARD TO WHICH A BOARD MEMBER HAS A CONFLICT. 2. A PERSON HAVING A FINANCIAL INTEREST IN A PROPOSED TRANSACTION OR ARRANGEMENT MAY MAKE A PRESENTATION AT A MEETING OF THE BOARD OF DIRECTORS OR COMMITTEE CONSIDERING THAT TRANSACTION OR ARRANGEMENT, BUT AFTER THAT PRESENTATION HE OR SHE SHALL LEAVE THE MEETING DURING DISCUSSION AND VOTING ON THAT PROPOSED TRANSACTION OR ARRANGEMENT. THE PERSON HAVING THE FINANCIAL INTEREST SHALL NOT BE COUNTED IN DETERMINING WHETHER A QUORUM IS PRESENT. 3. THE CHAIRPERSON OF THE BOARD OF DIRECTORS OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE (INCLUDING OUTSIDE ADVISORS) TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND TO ADVISE WHETHER THE PROPOSED TRANSACTION OR ARRANGEMENT IS IN MICHIGAN HEALTH CONNECT'S BEST INTEREST. 4. THE BOARD OF DIRECTORS OR COMMITTEE SHALL EXERCISE DUE DILIGENCE TO DETERMINE WHETHER MICHIGAN HEALTH CONNECT CAN, WITH REASONABLE EFFORTS, OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. 5. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD OF DIRECTORS OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS AND MEMBERS WHETHER THE PROPOSED TRANSACTION OR ARRANGEMENT IS IN MICHIGAN HEALTH CONNECT'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO MICHIGAN HEALTH CONNECT, AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. 6. THE MINUTES OF THE MEETINGS OF THE BOARD OF DIRECTORS AND ALL COMMITTEES SHALL SET FORTH: A) THE NAMES OF THE PERSONS WHO DISCLOSED A FINANCIAL INTEREST IN A PROPOSED TRANSACTION OR ARRANGEMENT INVOLVING MICHIGAN HEALTH CONNECT OR ANY OF ITS SUBSIDIARIES AND THE NATURE OF THE FINANCIAL INTEREST; AND B) THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO SUCH TRANSACTION OR ARRANGEMENT, INCLUDING ANY DISCUSSION OF ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION WITH THAT MATTER. THE VOTES OF INDIVIDUAL MEMBERS NEED NOT BE RECORDED UNLESS OTHERWISE DIRECTED BY THE BOARD OF DIRECTORS OR COMMITTEE. MANAGEMENT 1. UPON ACCEPTANCE OF AN EMPLOYMENT OFFER, EACH MEMBER OF MANAGEMENT WILL COMPLETE A CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRE. A COPY OF THE MEMBER OF MANAGEMENT'S DISCLOSURE QUESTIONNAIRE IS SENT TO THE ORGANIZATION'S LEGAL DEPARTMENT AND IS ALSO MAINTAINED BY HUMAN RESOURCES IN THAT PERSON'S PERSONNEL FILE. 2. ANNUALLY, EACH MEMBER OF MANAGEMENT WILL COMPLETE AN ANNUAL CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRE ELECTRONICALLY. THE DISCLOSURE QUESTIONNAIRE IS REVIEWED BY THE LEGAL AND ORGANIZATIONAL INTEGRITY DEPARTMENTS. 3. THERE IS AN ONGOING REQUIREMENT THAT MEMBERS OF MANAGEMENT COMPLETE ANOTHER DISCLOSURE QUESTIONNAIRE AT ANY POINT DURING HIS/HER EMPLOYMENT WHEN A NEW POTENTIAL CONFLICT OF INTEREST ARISES. IF A MEMBER OF MANGEMENT COMPLETES A DISCLOSURE QUESTIONNAIRE AS A RESULT OF A NEW POTENTIAL CONFLICT OF INTEREST, THAT DISCLOSURE QUESTIONNAIRE IS SUBMITTED TO THE LEGAL AND ORGANIZATIONAL INTEGRITY DEPARTMENTS FOR REVIEW. 4. THE LEGAL AND ORGANIZATIONAL INTEGRITY DEPARTMENTS, IN CONSULTATION WITH EXECUTIVE MANAGEMENT, DETERMINE HOW ANY REPORTED CONFLICTS SHOULD BE MANAGED. MANAGEMENT OF A CONFLICT MAY TAKE A VARIETY OF DIFFERENT FORMS FROM IMPLEMENTATION OF A MANAGEMENT PLAN TO REQUIRING THAT THE MEMBER OF MANAGEMENT CEASE THE ACTIVITY CREATING THE CONFLICT OR, IN EXTREME CASES, LEAVE ORGANIZATION'S EMPLOYMENT. MANAGEMENT IS DETERMINED ON AN INDIVIDUAL BASIS BASED UPON THE FACTS AND CIRCUMSTANCES SURROUNDING THE DISCLOSURE. THE PURPOSE OF CONFLICT MANAGEMENT IS TO PROVIDE TRANSPARENCY WITHIN THE ORGANIZATION AND TO ENSURE THAT THE ORGANIZATION'S EMPLOYEES ARE ALWAYS ACTING IN THE BEST INTEREST OF THE ORGANIZATION. |
| COMPENSATION PROCESS FOR TOP OFFICIAL | FORM 990, PAGE 6, PART VI, LINE 15A | THE ORGANIZATION'S EXECUTIVE DIRECTOR IS LEASED TO THE ORGANIZATION BY ONE OF THE MEMBER ORGANIZATIONS. THE BOARD OF DIRECTORS OF THE MEMBER ORGANIZATION (THROUGH ITS EXECUTIVE COMMITTEE) USES THE FOLLOWING PROCESS FOR DETERMINING COMPENSATION OF THE TOP MANAGEMENT OFFICIAL. LABOR MARKET DATA REFLECTING COMPARABLE ORGANIZATIONS AND JOBS (PREPARED BY INDEPENDENT FIRMS) ARE RELIED UPON. COMPETITIVE ASSESSMENT REPORTS ARE PROVIDED TO THE EXECUTIVE COMMITTEE IN ADVANCE OF MEETINGS. THE COMPETITIVE ASSESSMENT REPORT IS PREPARED BY A NATIONALLY KNOWN INDEPENDENT EXECUTIVE COMPENSATION FIRM AND, FOR FY 2012 (7/1/11-6/30/12), WAS BASED ON THE FOLLOWING INDEPENDENT SURVEYS OF HEALTH CARE EXECUTIVES AT COMPARABLE HEALTH SYSTEMS: - SULLIVAN, COTTER AND ASSOCIATES, INC.: 2011 SURVEY OF MANAGER AND EXECUTIVE COMPENSATION IN HOSPITALS AND HEALTH SYSTEMS - INTEGRATED HEALTHCARE STRATEGIES: 2011 HEALTHCARE EXECUTIVE COMPENSATION SURVEY - MERCER HUMAN RESOURCES CONSULTING: 2011 INTEGRATED HEALTH NETWORKS COMPENSATION SURVEY - TOWERS WATSON DATA SERVICES: 2011/2012 HOSPITAL AND HEALTHCARE MANAGEMENT COMPENSATION REPORT THESE SOURCES ARE CONSISTENT WITH THOSE USED IN LAST YEAR'S ANALYSIS. COMPENSATION ADJUSTMENTS ARE APPROVED BY EXECUTIVE COMMITTEE MEMBERS, CONSISTENT WITH THE SPECTRUM HEALTH COMPENSATION PHILOSOPHY DESCRIBED BELOW. MINUTES OF COMMITTEE DISCUSSIONS AND DECISIONS ARE PREPARED TO MEMORIALIZE EXECUTIVE COMMITTEE DECISIONS BASED UPON THE ABOVE DATA. CASH COMPENSATION DATA RELIED UPON BY THE EXECUTIVE COMMITTEE IS NATIONAL AND REFLECTS THE COMPENSATION PAID TO EXECUTIVES IN COMPARABLE JOBS IN COMPARABLY-SIZED HEALTHCARE ORGANIZATIONS. SPECTRUM HEALTH RECRUITS NATIONALLY FOR ITS EXECUTIVES. BENEFITS DATA REFLECT NATIONAL HEALTHCARE MARKET PRACTICES. GEOGRAPHIC PAY DIFFERENTIAL AND COST OF LIVING DATA INDICATE CONSISTENCY WITH NATIONAL DATA. THIS PROCESS IS INTENDED TO ASSIST SPECTRUM HEALTH IN QUALIFYING FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS (INTERMEDIATE SANCTIONS REGULATIONS) AND COMPLYING WITH THE POTENTIAL SPECTRUM HEALTH EXCESS BENEFIT TRANSACTION POLICY FOR THOSE INDIVIDUALS IN THE GROUP WHO ARE DISQUALIFIED PERSONS. THE OPINION SUBMITTED FROM THE THIRD PARTY INDEPENDENT CONSULTING FIRM IS IN ACCORDANCE WITH THE PROVISIONS OF TREASURY REGULATIONS SECTION 53.4958-6(C)(2) AND IS ALSO INTENDED TO SATISFY THE PROFESSIONAL ADVICE REQUIREMENT OF TREASURY REGULATIONS SECTION 53.4958-1(D)(4)(III). |
| COMPENSATION PROCESS FOR OFFICERS | FORM 990, PAGE 6, PART VI, LINE 15B | THE ORGANIZATION DID NOT HAVE A PROCESS FOR DETERMINING COMPENSATION OF OTHER OFFICERS OR KEY EMPLOYEES AS THE ORGANIZATION DID NOT EMPLOY ANY OTHER OFFICERS OR KEY EMPLOYEES OTHER THAN THE ORGANIZATION'S EXECUTIVE DIRECTOR. |
| GOVERNING DOCUMENTS DISCLOSURE EXPLANATION | FORM 990, PAGE 6, PART VI, LINE 19 | THE ORGANIZATION'S ARTICLES OF INCORPORATION HAVE BEEN PROVIDED TO THE STATE OF MICHIGAN AND ARE AVAILABLE TO THE PUBLIC ON THE STATE'S WEBSITE. THE ORGANIZATION'S BYLAWS AND INTERNAL POLICIES ARE GENERALLY NOT MADE AVAILABLE TO THE PUBLIC. AT THE TIME OF THIS FILING, THE FINANCIAL STATEMENTS HAVE NOT BEEN AVAILABLE TO THE PUBLIC BUT ARE REPRESENTED IN PARTS VIII, IX AND X OF THIS FORM 990. THE ORGANIZATION SCHEDULES MEETINGS FOR THE PUBLIC ON A QUARTERLY BASIS. NOTIFICATIONS OF UPCOMING MEETINGS ARE PROMINENTLY DISPLAYED ON THE ORGANIZATION'S WEBSITE. |
| ADDITIONAL INFORMATION | FORM 990, PART VII | SECTION A - COMPENSATION COMPENSATION AND BENEFITS ARE REPORTED USING THE MOST RECENT CALENDAR YEAR COMPENSATION DATA. THE COMPENSATION FIGURES REPORTED IN THESE SECTIONS ARE FOR THE YEAR ENDED DECEMBER 31, 2012. |
| OTHER FEES FOR SERVICES | FORM 990, PART IX, LINE 11G | 3,167,321 158,432 0 |
| Software ID: | |
| Software Version: |