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
Via Christi Foundation Inc
Employer identification number
48-1173588
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)
VIA CHRISTI HOSPITALS WICHITA INC
481172106
03
Yes
Yes
Yes
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
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
Via Christi Foundation Inc
Employer identification number
48-1173588
Identifier
Return Reference
Explanation
Changes in Conducting Program Services
PART III, Question 3
A plan of dissolution was approved by the Foundation's board of directors on June 27, 2012, and a request for dissolution by written consent was filed with and approved by the state of Kansas on September 28, 2012. On September 30, 2012, the organization ceased operations and began winding up its affairs. On October 1, 2012, the foundation's assets were transferred to Via Christi Health, Inc., a related organization.
Form 990 Review
PART VI, SECTION A, QUESTION 11B
A COPY OF FORM 990 will be reviewed by the top management and financial official of the related transferee organization, Via Christi Health, Inc., prior to filing with the IRS.
Conflict of Interest Policy
PART VI, SECTION B, QUESTION 12C
THE ORGANIZATION'S POLICY IS MONITORED AS PART OF THE SYSTEM-WIDE PROCEDURES of Via Christi Health, Inc., a related organization, AND NOT AT THE ORGANIZATIONAL LEVEL. THE SYSTEM-WIDE PROCEDURES ARE AS FOLLOWS: 1) AT TIME OF APPOINTMENT AND ANNUALLY THEREAFTER, ALL INTERESTED PERSONS, INCLUDING BOARD AND COMMITTEE MEMBERS, COMPLETE A DISCLOSURE STATEMENT WHICH ADDRESSES ACTUAL OR POTENTIAL CONFLICTS OF INTEREST; 2) THE DISCLOSURE STATEMENT IS DONE ELECTRONICALLY AND THE RETURN OF THE COMPLETED STATEMENT IS A CONDITION OF CONTINUED APPOINTMENT, EMPLOYMENT, OR PARTICIPATION WITH THE ORGANIZATION; 3) ALL ACTUAL OR POTENTIAL CONFLICTS ARE REVIEWED, INVESTIGATED, AND RESOLVED BY THE CHIEF GOVERNANCE OFFICER AND THE CORPORATE RESPONSIBILITY OFFICER, WITH THE RESULTS SHARED WITH THE CHIEF EXECUTIVE OF THE ORGANIZATION; and 4) PERIODIC REVIEWS ARE CONDUCTED BY GOVERNANCE, COMPLIANCE, AND INTERNAL AUDIT TO ENSURE THE ORGANZIATION IS OPERATING CONSISTENT WITH THE POLICY AND ENFORCING THE POLICY'S TERMS.
Governing Documents
PART VI, SECTION C, QUESTION 19
VIA CHRISTI FOUNDATION, INC.'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE AVAILABLE TO THE PUBLIC UPON REQUEST.
Compensation Review
PART VI, SECTION B, QUESTIONS 15A & 15B
Via Christi Foundation, Inc. uses the policies established by Via Christi Health, Inc. (VCH). VCH has established a common philosophy, strategy, and processes for executive compensation. Through the oversight of the VCH Executive Compensation Committee, executive compensation is competitively positioned at its stated market position when compared to the compensation paid by relevant organizations (comparably-sized health systems, hospitals, and long-term care providers). VCH recognizes its responsibility to ensure that its executive compensation program is appropriate in view of its mission and tax-exempt status and that its compensation levels and expenditures are reasonable and not excessive. To ensure these ends, the VCH Executive Compensation Committee has established and approved the executive compensation philosophy for VCH and all related entities. It will also approve all changes in the compensation package for VCH executives in advance. On an annual basis, the Committee conducts a comprehensive review of total compensation for all executives. It also reviews and approves "off-cycle" compensation transactions as needed. In their review, the Committee considers the following factors: * Market data from independent compensation surveys and sources that reflect comparable positions in organizations of similar size and scope; * Difficulties in recruiting and retaining executives; * Skills, experience, and performance history of individual executives; * Critical business or strategic issues that the organization may face; and * Market position for total compensation. The adequacy, competitiveness, and cost of the VCH total executive compensation program are reviewed on an ongoing basis and changes are made as the Committee determines appropriate. The executive compensation program will be maintained such that it will fall within the safe harbor guidelines established by the Intermediate Sanctions regulations. The Committee also employs the services of an independent compensation consultant to prepare market analysis to aid and support the Committee's actions, provide documentation of market trends for budget setting purposes, review annual compensation changes to ensure "reasonableness" and provide attestation, and provide consultation on all executive compensation issues. The Committee also relies on third-party validation of performance measures used in the determination of compensation.
Members
PART VI, SECTION A, QUESTIONS 6, 7A, & 7B
THE SOLE MEMBER OF THE ORGANIZATION IS VIA CHRISTI HOSPITALS WICHITA, INC. THE MEMBER IS THE SOLE VOTING MEMBER AND HAS THE FOLLOWING RIGHTS AND POWERS: 1) APPROVE, BEFORE THEY MAY BECOME EFFECTIVE, ALL MISSION, PHILOSOPHY, AND VALUE STATEMENTS AND ALL AMENDMENTS. 2) MONITOR COMPLIANCE WITH THE MISSION AND PHILOSOPHY OF THE MEMBER THROUGH RECEIPT OF ANNUAL REPORTS, FINANCIAL STATEMENTS, AND OTHER PERTINENT INFORMATION. 3) ENACT OR AMEND ARTICLES OF INCORPORATION. 4) APPOINT OR REMOVE ALL TRUSTEES. 5) APPOINT THE PRESIDENT. 6) APPROVE, BEFORE IT MAY BECOME EFFECTIVE, ANY MERGER OR CONSOLIDATION. 7) APPROVE ANY PARTIAL OR TOTAL DISSOLUTION. 8) APPROVE ALL DONATIONS, TRANSFERS, LEASES, ENCUMBRANCES, OR OTHER CONVEYANCES OF ALL ASSETS WHICH ARE LESS THAN THE CANONICAL ALIENATION THRESHOLD OR THE AMOUNT SPECIFIED IN WRITING FROM TIME TO TIME BY THE MEMBER. 9) APPROVE, BEFORE IT MAY BECOME EFFECTIVE, THE CREATION OF ANY TAXABLE OR TAX-EXEMPT SUBSIDIARY ORGANIZATION. 10) APPROVE ALL UNBUDGETED EXPENSES IN EXCESS OF $200,000 OR THE AMOUNT SPECIFIED IN WRITING FROM TIME TO TIME BY THE MEMBER. 11) APPROVE THE ISSUANCE OF ANY DEBT IN EXCESS OF THE LESSER OF THE CANONICAL ALIENATION THRESHOLD OR THE AMOUNT SPECIFIED IN WRITING FROM TIME TO TIME BY THE MEMBER. 12) APPROVE APPOINTMENT OF THE OUTSIDE AUDITORS FOR THE FOUNDATION.
Reconciliation of Net Assets
Part XI, Question 9
Transfer of Net Assets to Via Christi Health, Inc. (15,987,253)
Board of Directors
Part VI, Section A, Question 1a
Prior to the final year of 10/1/2012 - 10/1/2012, the organization's board of directors held their final meeting on 9/26/2012; thus, no members are considered for this final return.
Compensation
Part VII, Section A
As this return is for a final tax period of one day the amount of compensation allocable to this tax period is below the reportable threshold; thus, no compensation is disclosed on Form 990, Part VII or Schedule J.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.