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.
| (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) 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. | ||||||
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). | ||||||






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.) | ||||||
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.).. | ||||||




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Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| Form 990, Part IV, Line 24 | Memorial Medical Center holds a liability on its books for tax-exempt bonds, which is an allocation from its sole corporate member, Centegra Health System. As a result, the question was answered no, and Schedule K will be completed in Centegra Health System's Form 990. |
| Business or Family Relationship of Officers, Directors, Etc | Form 990, Part VI, Line 2 Memorial Medical Center, (MMC), adopted specific conflict of interest policies for its governing and management staff. The policy includes, but is not limited to, when an individual, governor, committee member, agent or employee believes that he or she, or member of his or her immediate family might have or does have a real or apparent conflict, he or she should in addition to filing the disclosure notice required, abstain from making motions, voting, executing agreements, or taking any other similar direct action on behalf of MMC. Notwithstanding, it is realized that both real and apparent conflicts of interest sometimes naturally occur in the course of conducting daily affairs. Conflicts occur because the many persons associated with MMC should be expected to have, and do in fact generally have multiple interests and affiliations, and various positions of responsibility with the community. The long-range interests of MMC do not require the termination of an association with persons who have real or apparent conflicts, if an effective method can render such conflicts harmless to all concerned. During fiscal year 2014, MMC purchased certain goods and/or services from organizations with director's affiliation. All goods were competitively bid and conducted at arm's length. The fees paid were at fair market value. Rachel Sebastian, Vice President, is the daughter of Micheal Eesley, CEO. Director Kathy Powell is an employee and vice president at Home State Bank. Director Patrick Morehead is on the Board of Directors and a 2% owner of Home State Bank. Director Charie Zanck is CEO and Vice Chairman of American Community Bank & Trust. Director Charles Ruth is the Board Chairman of American Community Bank & Trust. Director Tom Carey is the Vice President and Majority Owner of Carey Electric. |
| Description of Delegated Duities to Management Company | Form 990, Part VI, Line 3 Management Companies were used for the daily operations and management of the following services for the health system. Sodexho was used for Food and Nutrition, Plant Operations and Maintenance, and Environmental Services work. Dell Marketing LP was used for the management of the Information Systems area. Professional Business Consultants was used for the management of the Managed Care department. Hearthstone Management Services was used for daily operations of the Skilled Nursing Facility. These companies were responsible for staffing decisions, personnel supervision, and financial planning. None of the organization's current or former officers, directors, trustees, key employees of highest compensated employees were compensated by the management companies during the calendar year 2013. |
| Explanation of Classes of Members or Shareholders | Form 990, Part VI, Line 6 Centegra Health System is a sole member of MMC. Centegra Health System has a single class of members. |
| How Members Elect Governing Body | Form 990, Part VI, Line 7a The powers and duties of the Centegra Health System members in fulfilling the purposes and objectives of the Corporation shall include, but not be limited to, the taking of action with respect to the following matters: The election of governors and the filling of vacancies of the Board of Governors, which shall be in accordance with the procedures set forth in the Bylaws. The Nominating Committee shall select one candidate for each position on the Board having a term to be voted upon for the office of governor at the next annual meeting of members. The Nominating Committee shall consider and approve a list of candidates and submit such a list to the Board of Governors not less than 10 days prior to the date of the last meeting of member is to be sent, and the candidates set forth on such list shall be subject to approval by the Board of Governors. The names of the candidates so selected by the Nominating Committee and approved by the Board of Governors shall be included in the notice of the annual meeting for the members of the Corporation and shall be presented to the members for the Corporation at the annual meeting. The voting members of the Corporation may nominate candidates for positions on the Board of Governors. Nominations by such members may be effected by means of written nomination signed by not less than 20 voting members in good standing, accompanied by a written statement of such nominee indicating a willingness to serve as a governor of the Corporation if elected. Any such nomination must be received by the Nominating Committee of the Corporation not less than 60 days prior to the annual meeting of members in order to be considered at such annual meeting. All elections shall be by secret ballot if there are more nominees than vacancies to be filled on the Board. All voting members present in person or by proxy at a meeting at which an election occurs shall be entitled to vote for governors. To be valid a ballot must not have more votes than there are vacancies. If there are more nominees than vacancies to be filled on the Board, those nominees who receive the most votes shall be elected to the Board of Governors. Members shall not be entitled to cumulate their votes in the election of governors. |
| Form 990 Review Process | Form 990, Part VI, Line 11b The review process for the 990 includeS compilation by internal staff, detailed review by an outside auditor, bond counsel, the Controller and Chief Financial Officer, prior to submission to the IRS. The tax return will be made available for the Board to review after submission to the IRS. |
| Explanation of Monitoring and Enforcement of Conflicts | Form 990, Part VI, Line 12c 1. In connection with any actual or possible conflicts of interest, an interested person or other person subject to this policy must disclose the existence and nature of his or her financial interest in writing to the President of Centegra or the Chief Corporate Responsibility Officer or designee, who shall provide such written disclosure to the Governors Affairs Committee of Centegra, which shall consider all conflicts of interest issues and, if appropriate, to the directors and members of committees with board-delegated powers considering the proposed transaction or agreement. The disclosure must occur, at minimum, annually, with a conflict of Interest Disclosure Statement being submitted no later than January 31st of each year. Copies of disclosure statement filed by the Board members shall be distributed to the Board annually at the February Board meeting. 2. When a conflict of interest is disclosed at a meeting of the board or committee thereof, after disclosure of the financial interest, the interested person shall leave the board or committee meeting while the financial interest is discussed and voted upon. The remaining board or committee shall decide if a conflict of interest exists. The interested person's leaving such meeting shall not affect whether a quorum exists at such meeting. 3. Procedures for addressing the transaction or arrangement from which the conflict arose. The chairperson of the board of committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or committee shall determine whether Centegra 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. 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 committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in Centegra's best interest and for its own benefit and whether the transaction is fair and reasonable to Centegra and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 4. Violations of the Conflicts of Interest Policy: If the administration, the board, or a committee has a 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. 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 refer the matter to the Governors Affairs Committee for consideration, which shall subsequently recommend appropriate disciplinary and corrective action to such board or committee. 5. The minutes of the board and all committees with board-delegated powers shall contain 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 board's or committee's decision as to whether a conflict of interest, in fact, existed. The names of the persons who were present for discussion and votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith. 6. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Centegra for services is precluded from voting on matters pertaining to that member's compensation, Physicians who receive compensation, directly or indirectly from Centegra, whether as employees or independent contractors, are precluded from membership on any committee whose jurisdiction includes compensation matters and in which such physician may have a direct or indirect interest. 7. Each director, principal officer, and member of a committee with board-delegated powers shall annually sign a statement which affirms that such person has received a copy of the conflicts of interest policy; has read and understands the policy; has agreed to comply with the policy; and understands that Centegra 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. 8. To ensure that Centegra operates in a matter 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, at a minimum, include the following subjects: Whether acquisition of physician practices and other provider services result in inurement or impermissible private benefit. Whether joint venture arrangements and arrangements with management service organizations and physician hospital organizations conform to written policies, are properly recorded, reflect reasonable payment for goods and services, further Centegra's charitable purposes and do not result in inurement or impermissible private benefit. Whether agreements to provide healthcare and agreements with other healthcare providers, employees, and third party payors further Centegra's charitable purposes and do not result in inurement or impermissible private benefit. Whether business transactions on behalf of Centegra or an entity controlled by it are the result of arms-length dealing and are no less advantageous than competitively available goods and services of like grade and quality. 9. In conducting the periodic reviews provided for in Article VII, Centegra 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. |
| Compensation Review & Approval Process | Form 990, Part VI, Line 15b THE BOARD OF DIRECTORS OF CENTEGRA HEALTH SYSTEM, THROUGH THE COMPENSATION COMMITTEE COMPRISED OF INDEPENDENT MEMBERS FREE OF CONFLICT, REVIEWED EXECUTIVE COMPENSATION LEVELS AND OTHER FEATURES OF THE COMPENSATION PLAN IN ACCORDANCE WITH THE ORGANIZATION'S APPROVED COMPENSATION PHILOSOPHY AND STRATEGY. THE COMMITTEE IS COMPRISED OF MEMBERS OF THE BOARD OF DIRECTORS, WHO ARE INDEPENDENT OF CENTEGRA MANAGEMENT, HAVE NO PERSONAL INTEREST IN THE COMPENSATION ARRANGEMENTS, ARE NOT RELATED TO, OR UNDER THE CONTROL OF ANY INDIVIDUAL WHOSE COMPENSATION ARRANGEMENT IS BEING REVIEWED AND HAVE NO MATERIAL BUSINESS RELATIONSHIP WITH CENTEGRA. THE C-SUITE'S COMPENSATION IS DETERMINED BY THE COMPENSATION COMMITTEE IN RELATION TO COMPARABLE PEERS BASED ON 990 MARKET DATA. COMPENSATION FOR OTHER MEMBERS OF THE EXECUTIVE STAFF IS RECOMMENDED BY THE CEO, REVIEWED BY THE COMMITTEE, AND EVALUATED AGAINST MARKET DATA. THE COMMITTEE APPROVES ALL COMPENSATION DECISIONS IN ADVANCE OF THEIR IMPLEMENTATION AND DOCUMENTS ITS DETERMINATIONS AND DISCUSSIONS. ITS DECISIONS AND DELIBERATIONS ARE THOROUGHLY DOCUMENTED AND MEETING MINUTES ARE KEPT AND DISTRIBUTED TO THE COMMITTEE MEMBERS (FOR HISTORICAL REFERENCE). THE COMPENSATION COMMITTEE USES A NUMBER OF EXTERNAL RESOURCES AND COMPARISONS, AND THEIR REVIEW INCLUDES TOTAL COMPENSATION (CASH COMPENSATION, PLUS BENEFITS PROVIDED BY CENTEGRA) IN RELATION TO ORGANIZATIONAL PERFORMANCE AND PREVAILING INDUSTRY PRACTICES OF COMPARABLY-SIZED ORGANIZATIONS. THEY HAVE ENGAGED THE SERVICES OF A COMPENSATION CONSULTING FIRM (SULLIVAN COTTER) SPECIALIZING IN THE NOT-FOR-PROFIT SECTOR THAT HAS WORKED WITH CENTEGRA AND REPORTS DIRECTLY TO THE COMPENSATION COMMITTEE. REASONABLENESS LETTERS AND DOCUMENTATION ARE PROVIDED TO THE ORGANIZATION AFTER EACH REVIEW. |
| Other Organization Documents Publicly Available | Form 990, Part VI, Line 19 All documents are available upon request. |
| Form 990, Part IX, Line 24a | IT SHOULD BE NOTED THAT THE RELATED COMPANY EXPENSES IN FORM 990, PART IX, LINE 24A ARE ALLOCATED AT 35% OF TOTAL EXPENSE OF THE RELATED COMPANY (CENTEGRA HEALTH SYSTEM, FEIN 36-3196559). THE ALLOCATION METHOD IS REVIEWED ANNUALLY. EXPENSE DETAIL IS AS FOLLOWS: SALARIES $8,295,652; BENEFITS $1,896,258; PAYROLL TAXES $584,122; PURCHASED SERVICES / PROFESSIONAL FEES $5,232,438; IT EXPENSES $1,786,122; OFFICE EXPENSES $1,611,737; ADVERTISING AND PROMOTIONAL $16,135; OTHER EXPENSES $3,671,005. |
| Form 990, Part XI, Line 9 | Change in Investment in Foundation $1,271,023 |
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