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
GIFFORD MEDICAL CENTER INC
Employer identification number
03-0179418
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)
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
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) 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:
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.
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
GIFFORD MEDICAL CENTER INC
Employer identification number
03-0179418
Return Reference
Explanation
FORM 990, PART III, LINE 3
PROGRAM SERVICE ACCOMPLISHMENTS: AS OF JULY 1, 2014, THE SERVICES DESCRIBED IN PART III, LINE 4B ARE OFFERED BY GIFFORD MEDICAL CENTER'S PARENT CORPORATION, GIFFORD HEALTH CARE WHICH IS AN FQHC.
FORM 990, PART III, LINE 4D
OTHER PROGRAM SERVICE ACCOMPLISHMENTS: GIFFORD MEDICAL CENTER OFFERS VARIOUS OTHER HEALTH CARE SERVICES TO THE CENTRAL VERMONT AREA. OTHER SERVICES AVAILABLE INCLUDE ANESTHESIOLOGY, RADIOLOGY, LABORATORY, RESPIRATORY THERAPY, PHYSICAL THERAPY, OCCUPATIONAL THERAPY, SPEECH PATHOLOGY, ELECTROCARDIOLOGY, CHEMOTHERAPY, EMERGENCY, SKILLED NURSING, LABOR AND DELIVERY, NURSERY, RADIOISOTOPE, AND ELECTROENCEPHALOGRAPHY.
FORM 990, PART V, LINE 2A
W-2'S FILED: GIFFORD MEDICAL CENTER ALSO FILES W-2'S FOR ITS RELATED ORGANIZATION, GIFFORD HEALTH CARE, INC.(GHC). THE TOTAL NUMBER OF W-2'S FILED INCLUDES THESE W-2'S. THE COMPENSATION, EMPLOYEE BENEFITS AND PAYROLL TAXES AMOUNTS ARE THEN ALLOCATED TO GHC FOR THE AMOUNTS THAT REPRESENT WORK PERFORMED FOR GHC. THEREFORE, THE AMOUNT REPORTED ON PART IX INCLUDES ONLY THOSE AMOUNTS ALLOCATED TO WORK PERFORMED DIRECTLY FOR GIFFORD MEDICAL CENTER. THE HIGHEST PAID EMPLOYEES ARE DETERMINED BY THE WORK PERFORMED FOR EACH ORGANIZATION. THEREFORE, THE FIVE HIGHEST PAID EMPLOYEES LISTED ON PART VII AND SCHEDULE J ARE THOSE EMPLOYEES WHO WORK DIRECTLY FOR GIFFORD MEDICAL CENTER.
FORM 990, PART VI, SECTION A, LINE 4
BYLAW CHANGES: THE ORGANIZATION MADE THE FOLLOWING SIGNIFICANT CHANGES TO ITS BYLAWS: - THE NUMBER OF CORPORATORS WAS CHANGED FROM NO MORE THAN 75 TO NO FEWER THAN 50 AND NO MORE THAN 150. - THE NUMBER OF TRUSTEES ON THE BOARD CHANGED FROM NO MORE THAN 17 TO AT LEAST 9 AND NO MORE THAN 13. - THE MEMBERS OF THE GIFFORD HEALTH CENTER, INC. (GHC) BOARD OF EXECUTIVE COMMITTEE, WHICH INCLUDES THE CHAIRPERSON, VICE-CHAIRPERSON, SECRETARY, TREASURER AND AT LEAST TWO OTHER DIRECTORS OF GHC APPOINTED BY THE GHC BOARD CHAIRPERSON SHALL BE MEMBERS OF THE GMC BOARD OF TRUSTEES. GHC DIRECTORS MUST CONSTITUTE THE MAJORITY OF THE MEMBERS OF THE GMC BOARD. - THE CEO OF THE CORPORATION AND THE MEDICAL DIRECTOR OF GHC SHALL SERVE AS TRUSTEES EX OFFICIO WITH THE POWER TO VOTE. - AT THE ANNUAL MEETING, THE CORPORATORS SHALL ELECT A MINORITY OF THE NON-EX OFFICIO TRUSTEES TO FILL EXPIRING TERMS AND VACANCIES. - THE BOARD OF DIRECTORS OF GHC SHALL APPOINT A MAJORITY OF THE NON-EX OFFICIO TRUSTEES. - ANY TRUSTEE MAY BE REMOVED BY A 2/3 VOTE OF THE REMAINING TRUSTEES IF THE BOARD DETERMINES THAT SUCH REMOVAL WOULD BE IN THE BEST INTEREST OF THE CORPORATION. - PROVIDERS WHO RECEIVE COMPENSATION FROM THE CORPORATION, WHETHER DIRECTLY OR INDIRECTLY OR AS EMPLOYEES OR INDEPENDENT CONTRACTORS, ARE PRECLUDED FROM MEMBERSHIP ON ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND VOTING ON ANY COMPENSATION MATTERS, INCLUDING WITHOUT LIMITATION, THE COMPENSATION OF THE OFFICERS OF THE CORPORATION. NO PROVIDER, EITHER INDIVIDUALLY OR COLLECTIVELY, IS PROHIBITED FROM PROVIDING INFORMATION TO ANY COMMITTEE REGARDING PROVIDER COMPENSATION. - NO MORE THAN 49% OF TRUSTEES AT ANY ONE TIME MAY BE "FINANCIALLY INTERESTED PERSONS." - ANY ACTION REQUIRED OR PERMITTED TO BE TAKEN AT ANY MEETING OF THE BOARD MAY BE TAKEN WITHOUT MEETING IF 2/3 OF THE BOARD CONSENT TO THE ACTION BY PHONE OR IN WRITING EVIDENCING THEIR CONSENT, AND DOCUMENTATION IF FILED WITH THE SECRETARY OF THE CORPORATION. - THE CHAIRPERSON, VICE-CHAIRPERSON, SECRETARY, AND TREASURER MUST BE THE SAME CORRESPONDING OFFICERS AS GHC'S BOARD OF DIRECTORS. - THE FINANCE COMMITTEE, QUALITY COMMITTEE, AND PERSONNEL AND COMPENSATION COMMITTEE, ALL NEW COMMITTEES, SHALL BE THE SAME AS THE FINANCE COMMITTEE, QUALITY COMMITTEE, AND PERSONNEL AND COMPENSATION COMMITTEE OF GHC. - THE JOINT CONFERENCE COMMITTEE SHALL NOW HAVE AT LEAST ONE GHC DIRECTOR APPOINTED BY THE GHC CHAIR. - ACTIONS OF THE BOARD COMMITTEE, WITH THE EXCEPTION OF THE EXECUTIVE COMMITTEE, ARE ADVISORY ONLY AND ARE NOT BINDING ON THE BOARD OF TRUSTEES.
FORM 990, PART VI, SECTION A, LINES 6, 7A & 7B
ORGANIZATION'S MEMBERS: THE MEMBERSHIP OF THE ORGANIZATION CONSISTS OF THOSE PERSONS SERVING AS CORPORATORS. TO BE ELIGIBLE TO SERVE AS A CORPORATOR, AN INDIVIDUAL MUST SUPPORT THE MISSION AND PURPOSES OF THE ORGANIZATION. CORPORATORS ARE NOMINATED BY THE NOMINATING COMMITTEE AND ELECTED BY MAJORITY VOTE OF THE CORPORATORS PRESENT AT THE ANNUAL MEETING OF THE CORPORATORS, AND SERVE A TERM OF THREE YEARS. THE CORPORATORS SHALL ELECT A MINORITY OF THE TRUSTEES OF THE ORGANIZATION, WHO MANAGE AND CONDUCT THE AFFAIRS OF THE ORGANIZATION. THE CORPORATORS MAKE NO OTHER GOVERNANCE DECISIONS FOR THE ORGANIZATION, NOR ARE THE DECISIONS OF THE BOARD OF TRUSTEES SUBJECT TO APPROVAL BY THE CORPORATORS. ADDITIONALLY, THE BOARD OF DIRECTORS OF GIFFORD HEALTH CARE, INC. (GHC), APPOINTS A MAJORITY OF THE TRUSTEES.
FORM 990, PART VI, SECTION B, LINE 11B
REVIEW OF THE FORM 990: THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM BASED ON THE AUDITED FINANCIAL STATEMENTS AND INFORMATION PROVIDED BY THE ACCOUNTING DEPARTMENT OF THE ORGANIZATION. THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES FIRST REVIEWS THE FORM 990. THEN THE FULL BOARD OF TRUSTEES REVIEWS THE PUBLIC DISCLOSURE COPY OF THE FORM 990 AT ONE OF THE BOARD MEETINGS BEFORE FILING. THE PUBLIC DISCLOSURE COPY DOES NOT LIST THE NAMES OR ADDRESSES OF THE DONORS TO RESPECT THE CONFIDENTIALITY OF THE DONORS.
FORM 990, PART VI, SECTION B, LINE 12C
CONFLICT OF INTEREST POLICY: GIFFORD MEDICAL CENTER, INC. REQUIRES BOARD MEMBERS TO COMPLETE A YEARLY CONFLICT OF INTEREST SURVEY. ANY DUALITY OF INTEREST OR POSSIBLE CONFLICT OF INTEREST ON THE PART OF ANY TRUSTEE SHALL BE DISCLOSED TO THE OTHER BOARD MEMBERS. ANY TRUSTEE HAVING DUALITY OF INTEREST OR POSSIBLE CONFLICT OF INTEREST ON ANY MATTER SHALL NOT VOTE OR USE HIS PERSONAL INFLUENCE ON THE MATTER, AND SHALL NOT BE PRESENT FOR DISCUSSION OF THE MATTER. THE MINUTES OF THE MEETING SHALL REFLECT THAT A DISCLOSURE WAS MADE AND THAT THE TRUSTEE ABSTAINED FROM VOTING AND DISCUSSION.
FORM 990, PART VI, SECTION B, LINES 15A & 15B
COMPENSATION REVIEW: GIFFORD USES A BOARD COMPENSATION COMMITTEE WITH INPUT AND DATA FROM A VARIETY OF INDEPENDENT SOURCES. THE EVALUATION AND RECOMMENDATION IS THEN PRESENTED TO THE BOARD OF TRUSTEES FOR APPROVAL. TO EVALUATE THE COMPENSATION OF THE ORGANIZATION'S OTHER OFFICERS AND KEY EMPLOYEES, THE COMPENSATION REVIEW IS ADMINISTERED BY HUMAN RESOURCES AND THE CEO. THE HUMAN RESOURCES DEPARTMENT HAS SOME INTERNAL AND EXTERNAL SOURCES THAT ARE UTILIZED TO COMPARE COMPENSATION AMOUNTS.
FORM 990, PART VI, SECTION C, LINE 19
DOCUMENT DISCLOSURE: THE ORGANIZATION MAKES ITS CONFLICT OF INTEREST POLICY AVAILABLE UPON REQUEST. THE FINANCIAL STATEMENTS ARE AVAILABLE ON THE ORGANIZATION'S WEBSITE, ANOTHER'S WEBSITE AND UPON REQUEST.
FORM 990, PART VII, SECTION A
BOARD MEMBER COMPENSATION: ELLAMARIE RUSSO-DEMARA (MEDICAL STAFF PRESIDENT) AND JOSEPH WOODIN (CEO) ARE EMPLOYEES OF GIFFORD MEDICAL CENTER AS WELL AS MEMBERS OF THE BOARD OF TRUSTEES. THEY AVERAGE ONE (1) HOUR PER WEEK FOR THEIR SERVICES AS MEMBERS OF THE BOARD OF TRUSTEES. THEIR COMPENSATION IS RELATED TO THEIR ROLES AS EMPLOYEES. NO TRUSTEES RECEIVE COMPENSATION FOR THEIR ROLES AS TRUSTEES.
FORM 990, PART XI, LINE 9
OTHER CHANGES IN NET ASSETS: $(336,763) CHANGE IN FAIR VALUE OF INTEREST RATE SWAP AGREEMENT
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.