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. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
FAXTON-ST LUKES HEALTHCARE FOUNDATION
Employer identification number
22-3078768
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)
FAXTON ST LUKES HEALTHCARE INC
161576637
7
Yes
Yes
Yes
2,062,464
(B)
ST LUKES HOME RESIDENTIAL HEALTHCARE FACILITY
161476372
7
Yes
Yes
Yes
81,728
(C)
VNA OF UTICA AND ONEIDA COUNTY INC
150532259
3
Yes
Yes
Yes
15,000
Total
2,159,192
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2013.
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—2012.
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—2013.
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—2012.
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) 2013
Schedule A (Form 990 or 990-EZ) 2013
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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2013.
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—2012.
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) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information.
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) 2013
Additional Data
Software ID:
13000241
Software Version:
v1.00
-
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.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
FAXTON-ST LUKES HEALTHCARE FOUNDATION
Employer identification number
22-3078768
Return Reference
Explanation
Form 990, Part VI, Section A, Line 6
THE CHAIRPERSON PRESIDENT SECRETARY AND TREASURER OF FAXTON ST LUKES HEALTHCARE FOUNDATION ARE THE SOLE MEMBERS OF THE ORGANIZATION.
Form 990, Part VI, Section A, Line 7a
ELECTED DIRECTORS OF THE FOUNDATION SHALL BE ELECTED AT THE ANNUAL MEETING OF THE MEMBERS EACH YEAR BY A PLUARALITY OF THE VOTES OF THE MEMBERS. ANY ELECTED DIRECTOR OF THE CORPORATION MAY BE REMOVED, WITH OR WITHOUT CAUSE, AT ANY MEETING OF THE MEMBERS BY AN AFFIRMATIVE VOTE OF TWO-THIRDS OF THE MEMBERS PRESENT, IF A QUORUM IS PRESENT AT THE TIME OF THE VOTE.
Form 990, Part VI, Section B, Line 11b
THE FORM 990 WAS PRESENTED TO, AND REVIEWED BY, THE BOARD AT A MEETING PRIOR TO THE FILING.
Form 990, Part VI, Section B, Line 12c
Any director principal officer member of a committee with Board delegated powers who has a direct or indirect financial interest as defined below is an interested person. If a person is an interested person with respect to any entity in the health care system of which the Corporation is a part he or she is an interested person with respect to all entities in the health care system. A person has a financial interest if he or she personally has directly or indirectly through business investment or family 1. an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement or 2. a compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement or 3. a potential ownership or investment interest in or compensation arrangement with any entity or individual with which the Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. DUTY TO DISCLOSE In connection with any actual or possible conflicts of interest an interested person must disclose the existence and nature or his or her financial interest or any circumstances which may impair his or her ability to exercise independent fiduciary judgment to the other Directors or to the other members of committees with Board delegated powers considering a proposed transaction or arrangement. DETERMINING CONFLICT An interested person may after disclosing a known conflict disqualify him or herself from further participation in discussions or determinations regarding the transaction or arrangement or may seek the guidance of the Board or Committee. In such cases the interested person may be asked to leave the Board or committee meeting while the actual or apparent conflict is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists. ADDRESSING THE CONFLICT OF INTEREST 1. The Chairperson of the Board or committee shall if appropriate appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 2. After exercising due diligence the Board or committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. 3. 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 or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporations best interest and for its own benefit and whether the transaction is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. VIOLATIONS OF CONFLICT 1. If the Board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. 2. If after hearing the response of the member and making such further investigation as may be warranted in the circumstances the Board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest it shall take appropriate corrective action as determined by the Board with respect to the Director and the transaction or arrangement. RECORDS OF PROCEEDINGS The minutes of the Board and all committees with Board delegated powers shall contain a. the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest the nature of the financial interest any action taken to determine whether a conflict of interest was present and the Boards or committees decision as to whether a conflict of interest in fact existed and b. the names of the persons who were present for discussions and votes relating to the transaction or arrangement the content of the discussion including any alternatives to the proposed transaction or arrangement and a record of any votes taken in connection therewith. COMPENSATION COMMITTEE a. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation directly or indirectly from the Corporation for services is precluded from voting on matters pertaining to that members compensation. b. Physicians who receive compensation directly or indirectly from the Corporation or any affiliate whether as employees or independent contractors are precluded from membership on any committee whose jurisdiction includes physician compensation matters. ANNUAL STATEMENTS Each director principal officer and member of a committee with Board delegated powers shall annually sign a statement which affirms that such person a. has received a copy of the conflicts of interest policy and the Corporations ByLaws b. has read and understands those provisions c. has agreed to comply with those provisions and d. understands that the Corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes. PERIODIC REVIEW To ensure that the Corporation operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax periodic reviews shall be conducted. The periodic review shall at a minimum include the following subjects a. Whether compensation arrangements and benefits are reasonable and are the result of arms length bargaining. b. Whether acquisitions of physician practices and other provider services result in inurement or impermissible private benefit. c. Whether partnership and joint venture arrangements and arrangements with management service organizations and physician hospital organizations conform to written policies are properly recorded reflect reasonable payments for goods and services further the Corporations charitable purposes and do not result in inurement or impermissible private benefit. d. Whether agreements to provide health care and agreements with other health care providers employees and third party payers further the Corporations charitable purposes and do not result in inurement or impermissible private benefit. USE OF OUTSIDE EXPERTS In conducting the periodic reviews provided for in Section 7 of this policy the Corporation may but need not use outside advisors. If outside experts are used their use shall not relieve the Board of its responsibility for ensuring that periodic reviews are conducted. LOANS No loans other than through the purchase of bonds debentures or similar obligations of the type customarily sold in public offerings or through the ordinary deposit of funds in a bank shall be made by the Corporation to its directors or officers or to any other corporation firm association or other entity in which one or more of its directors or officers are directors or officers or hold a substantial financial interest except a loan to another Type B notforprofit corporation. The Corporation may nevertheless engage in transactions with its corporate affiliates provided that such transactions are consistent with the Corporations tax exempt status and any exemption rulings or guidance issued by the Internal Revenue Service.
Form 990, Part VI, Section B, Line 15
The Boards Executive Compensation Committee, has adopted and follows a process for reviewing and determining the compensation of the CEO and the executive management team. The executive management team consists of the following positions Senior Vice PresidentChief Operating Officer Senior Vice PresidentChief Financial Officer Senior Vice PresidentChief Medical Officer Senior Vice PresidentChief Nursing Officer. The Committee has engaged an independent compensation consultant to provide information and advice to Committee, including but not limited, providing independent compensation comparability data for functionally comparable positions in similarly situated hospitals. The data is provided on an annual basis and is reviewed by the Committee, along with other information, prior to approving any changes to compensation. The independence of the Committees members is reviewed and verified prior to the start of the annual compensation review process. Should a conflict present, those individuals with actual or perceived conflicts abstain from voting until such time as the conflict can be resolved or a replacement member is appointed to the Committee. The Committees deliberations and decisions are guided by a written compensation philosophy and documented through written minutes taken during each meeting. The minutes include, among other things, the written materials distributed or presented during the meeting and the specific decisions taken at the meeting.
Form 990, Part VI, Section C, Line 19
IT IS THE POLICY OF THIS ORGANIZATION TO MAKE AVAILABLE TO ANYONE WHO ASKS, A COPY OF ITS ANNUAL REPORT TO THE INTERNAL REVENUE SERVICE (IRS) ON FORM 990, AND ITS EXEMPT STATUS FORM. IN ACCORDANCE WITH THE LAW, FORM 990 FOR A GIVEN YEAR, WILL BE MADE AVAIALBLE FOR PUBLIC INSPECTION FOR A THREE-YEAR PERIOD.
Form 990, Part XI, Line 9
Change in value of charitable remainder trust.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.