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.).. | ||||||




| Facts And Circumstances Test |
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| Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| FORM 990, PART I, QUESTION 6 | NUMBER OF VOLUNTEERS: THE ORGANIZATION'S BOARD OF DIRECTORS IS A VOLUNTEER BOARD. |
| FORM 990, PART III, LINE 4C | EXEMPT PURPOSE ACHIEVEMENTS - ADDITIONAL INFORMATION ABOUT HOME CARE: OXFORD SUPPORTS THE COMMUNITY THROUGH THEIR ASSOCIATION SUPPORT (I.E. ALZHEIMER'S ASSOCIATION, DIABETES ASSOCIATION, HEART ASSOCIATION, ETC,) THEY WORK DILIGENTLY TO RAISE FUNDS FOR PATIENTS THROUGH DONATIONS FROM THEIR EMPLOYEES AND A COMMUNITY WIDE FAN DRIVE FOR PATIENTS WITHOUT AIR CONDITIONING. HOME SUPPORT HAS PROVIDED DURABLE MEDICAL EQUIPMENT AND SERVICES TO PATIENTS IN SOUTHWEST MISSOURI FOR OVER 30 YEARS AND AS THE COMPANY HAS GROWN IT HAS STEADILY BECOME MORE INVOLVED IN AN EFFORT TO BETTER MEET THE NEEDS OF THE COMMUNITY AS A WHOLE. THE STAFF SUPPORT THEIR PATIENTS AND FAMILIES IN MANY WAYS BY CONTACTING HOME HEALTH CARE AGENCIES, DIVISION OF AGING AND OTHER LOCAL CHARITIES. THEY REGULARLY DONATE MEDICAL EQUIPMENT TO CONVOY OF HOPE AND OTHER AGENCIES THAT SUPPORT DISASTER AND RELIEF EFFORTS BOTH LOCALLY AND ABROAD. COMMUNITY BENEFIT ACTIVITIES INCLUDE DONATED EMPLOYEE TIME AND PARTS TO INSTALL AN OVERHEAD LIFT FOR AN ORGANIZATION CALLED "HORSES OF HOPE" THAT AIDS IN HELPING DISABLED PATIENTS RIDE HORSES. |
| FORM 990, PART III, LINES 4A-4D | EXEMPT PURPOSE ACHIEVEMENTS - COMMUNITY BENEFIT REPORT: LESTER E. COX MEDICAL CENTERS IS PROUD TO OFFER NATIONALLY RECOGNIZED QUALITY CARE AND THE LATEST IN MEDICAL TECHNOLOGY AND SERVICES TO IMPROVE OUR COMMUNITY'S HEALTH. DESPITE INNOVATION AND QUALITY, THERE ARE STILL COMMUNITY NEEDS THAT ARE NOT MET THROUGH REGULAR COURSE OF CARE. THAT IS WHY AS A COMMUNITY-OWNED, NOT-FOR-PROFIT HOSPITAL SYSTEM, WE PROVIDE THE KIND OF CARE AND PROGRAMS THAT ARE NEEDED TO SERVE ALL IN OUR COMMUNITIES, INCLUDING SOME OF THE MOST VULNERABLE - THE UNDERINSURED AND UNINSURED. PROGRAMS THAT HELP THE INDIVIDUALS AND FAMILIES OF OUR COMMUNITY ARE AN INVESTMENT IN FRIENDS, FAMILY, AND NEIGHBORS. LESTER E. COX MEDICAL CENTERS DOES THIS THROUGH INITIATIVES LIKE KOHL'S CARDIAC KIDS AND HEALTHY FOOD PANTRY COLLABORATIVE, BUT IS ALSO EVIDENT IN COMMUNITY AND HEALTH CARE EDUCATION, SUPPORT GROUPS, PREVENTIVE SCREENINGS, SPONSORSHIPS, AND DONATIONS. COMMUNITY BENEFIT MEDICARE, MEDICAID AND UNINSURED SUBSIDIES $ 137,611,273 THIS FIGURE INCLUDES THE ESTIMATED UNPAID COSTS OF PROVIDING CARE TO MEDICARE AND MEDICAID PATIENTS AND REPRESENTS THE SHORTFALL BETWEEN THE COST OF PROVIDING CARE AND THE PAYMENTS RECEIVED BY THE GOVERNMENT AND COVERED INDIVIDUALS. ALSO, IT INCLUDES THE ESTIMATED UNPAID COST OF PROVIDING FREE OR DISCOUNTED CARE TO PERSONS WHO CANNOT AFFORD TO PAY FOR ANY OR ALL OF THE SERVICES THEY RECEIVE AND WHO ARE NOT ELIGIBLE FOR PUBLIC PROGRAMS. COMMUNITY OUTREACH SERVICES $ 625,468 INCLUDES ACTIVITIES CARRIED OUT TO IMPROVE COMMUNITY HEALTH AND SERVICES THAT ARE SUBSIDIZED BECAUSE THEY ARE NEEDED IN THE COMMUNITY. EXAMPLES ARE COMMUNITY EDUCATION, HEALTH SCREENINGS, SUPPORT GROUPS, IMMUNIZATIONS, COALITION BUILDING AND SUBSIDY OF HEALTH CARE SERVICES. HEALTH PROFESSIONALS EDUCATION AND RESEARCH $ 541,582 THIS FIGURE IS THE COST OF PROVIDING CLINICAL PLACEMENTS FOR PHYSICIANS AND OTHER HEALTH PROFESSIONALS PLUS THE UN-REIMBURSED COST OF COX FAMILY MEDICINE RESIDENCY AND SCHOOLS OF ALLIED HEALTH PROFESSIONS. IT INCLUDES THE UN-REIMBURSED EXPENSE OF STUDIES ON THERAPEUTIC PROTOCOLS AND RESEARCH. FOUNDATION GRANTS, FINANCIAL CONTRIBUTIONS AND IN-KIND DONATIONS $ 1,265,114 THIS FIGURE INCLUDES CASH AND IN-KIND DONATIONS TO SUPPORT COMMUNITY ORGANIZATIONS, PATIENT ADVOCACY AND EDUCATION, AS WELL AS CONTRIBUTIONS FOR NOT-FOR-PROFIT COMMUNITY ORGANIZATIONS AND EVENT SPONSORSHIPS. TOTAL COMMUNITY BENEFIT: $ 140,043,437 ECONOMIC IMPACT: RESTRICTED FOUNDATION GRANTS $ 3,741,781 THIS FIGURE INCLUDES CASH DONATIONS PAID BY THE COXHEALTH SYSTEM TO SUPPORT COMMUNITY ORGANIZATIONS, PATIENT ADVOCACY AND EDUCATION, AS WELL AS CONTRIBUTIONS FOR NON-FOR-PROFIT COMMUNITY ORGANIZATIONS AND EVENT SPONSORSHIPS. REAL ESTATE AND PROPERTY TAXES $ 984,466 TOTAL REAL ESTATE AND PROPERTY TAXES PAID BY LESTER E. COX MEDICAL CENTERS FOR MEDICAL OFFICE BUILDINGS AND PHYSICIAN OFFICES AND CLINIC. CAPITAL INVESTMENTS $ 125,858,970 AS A NON-PROFIT ORGANIZATION, LESTER E. COX MEDICAL CENTERS REINVESTS ITS REVENUE IN THE SERVICES IT PROVIDES TO THE COMMUNITY, INCLUDING THE COST OF MEDICAL TECHNOLOGY, EQUIPMENT AND SERVICES. THIS AMOUNT INCLUDES THE TOTAL INVESTMENT MADE THROUGH PURCHASING AND LEASING OF MEDICAL EQUIPMENT AND TECHNOLOGY, AS WELL AS RENTAL FACILITIES, SUCH AS MEDICAL OFFICES. PAYROLL & BENEFITS $ 405,590,091 THE COXHEALTH SYSTEM IS ONE OF THE LARGEST EMPLOYERS IN SOUTHWEST MISSOURI. IN CALENDAR YEAR 2013, LESTER E. COX MEDICAL CENTERS ALONE EMPLOYED APPROXIMATELY 8,844 PEOPLE, AND THE REMAINING COXHEALTH SYSTEM AFFILIATES CARRY THE TOTAL EMPLOYED FIGURE TO OVER 10,000 PEOPLE. THIS DOLLAR AMOUNT INCLUDES THE COST OF PAYROLL AND BENEFITS OF OUR DEDICATED TEAM FOR LESTER E. COX MEDICAL CENTERS. IT ALSO INCLUDES A SIGNIFICANT INVESTMENT ON CONTRACT PERSONNEL IN VARIOUS MEDICAL SPECIALTIES AS WELL AS MONIES TO OTHER PROFESSIONALS WHO RESIDE LOCALLY. TOTAL ECONOMIC IMPACT: $ 536,175,308 TOTAL CONTRIBUTIONS TO THE COMMUNITY: $ 676,218,745 |
| FORM 990, PART VI, SECTION A, LINE 2 | BUSINESS RELATIONSHIPS: BOARD MEMBERS JERRY JARED AND JOSEPH TURNER ALSO HAVE A BUSINESS RELATIONSHIP. |
| FORM 990, PART VI, SECTION A, LINE 4 | SIGNIFICANT CHANGES TO GOVERNING DOCUMENTS: THE FOLLOWING SIGNIFICANT CHANGES WERE MADE TO THE ORGANIZATION'S (CMC) BYLAWS DURING THE FISCAL YEAR: SECTION 1: MEMBER CMC SHALL HAVE ONE MEMBER WHICH SHALL BE COXHEALTH, A MISSOURI NONPROFIT CORPORATION ("COXHEALTH") OR ("MEMBER"). SECTION 2: FUNCTIONS THE MEMBER SHALL EXERCISE ITS POWERS AND FULFILL THE RESPONSIBILITIES OF THE MEMBER AS SPECIFIED IN THE ARTICLES OF INCORPORATION OF CMC AND THE BYLAWS. HOWEVER, IN THE EVENT THAT THE MEMBER (OR ITS EXECUTIVE COMMITTEE WHEN ACTING ON BEHALF OF THE BOARD OF THE MEMBER), EITHER VIA A VOTE OR CONSENT ACTION OF THE BOARD OF THE MEMBER, OR THROUGH THE MEMBER'S PRESIDENT AND CEO OR OTHER OFFICERS OR THEIR DESIGNEES TO THE EXTENT THAT THE BOARD OF THE MEMBER HAS DELEGATED TO SUCH OFFICER THE AUTHORITY TO EXERCISE THE APPLICABLE POWER RESERVED TO THE MEMBER, IS CONSIDERING TAKING ACTION ON ONE OR MORE OF THE FOLLOWING ITEMS, THEY SHALL FIRST CONSULT WITH THE BOARD OF DIRECTORS OF CMG ("CMG BOARD"). SECTION 3: POWERS AND RESPONSIBILITIES OF THE MEMBER EXCEPT AS SPECIFIED BELOW OR SET FORTH ELSEWHERE IN THE BYLAWS, THE FOLLOWING RESERVED POWERS MAY BE EXERCISED BY THE MEMBER WITHOUT PRIOR ACTION BY THE BOARD. SAID RESERVED POWERS ARE: (A) TO ESTABLISH AND CHANGE THE BUSINESS PURPOSES, MISSION, VISION OR VALUES OF CMC; (B) TO APPROVE AMENDMENTS TO THE ARTICLES OF INCORPORATION OF CMC AS PROVIDED THEREIN; (C) TO APPROVE AMENDMENTS TO THE BYLAWS OF CMC; (D) TO APPROVE THE ADOPTION OF AND ANY REVISION TO THE CHARTERS FOR ALL COMMITTEES ESTABLISHED BY THE BOARD; (E) TO APPOINT AND REMOVE THE DIRECTORS OF CMC, SUBJECT TO THE REQUIREMENTS OF ARTICLE FIVE, SECTION 1 AND TO APPOINT AND REMOVE THE OFFICERS OF THE BOARD AND CMC; (F) AFTER CONSULTATION WITH THE BOARD, TO APPROVE THE APPOINTMENT AND REMOVAL OF THE PRESIDENT AND CEO OF CMC; (G) TO APPOINT THE AUDITOR AND THE CORPORATE COUNSEL FOR CMC AND ITS CONTROLLED SUBSIDIARIES OR REMOTELY CONTROLLED SUBSIDIARIES; (H) TO ESTABLISH CENTRALIZED EMPLOYEE BENEFIT, INSURANCE, INVESTMENT, FINANCING, MARKETING, LEGAL, CORPORATE, COMPLIANCE, PERFORMANCE ASSESSMENT AND IMPROVEMENT AND OTHER OPERATIONAL AND SUPPORT PROGRAMS; TO REQUIRE THE PARTICIPATION OF CMC IN SUCH PROGRAMS; AND TO AUTHORIZE THE OPENING AND CLOSING OF BANK ACCOUNTS AND INVESTMENT ACCOUNTS IN THE NAME OF CMC; (I) TO APPROVE THE MERGER, CONSOLIDATION OR DISSOLUTION OF CMC OR THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF CMC; (J) TO APPROVE THE FORMATION OF A CONTROLLED SUBSIDIARY OR A REMOTELY SUBSIDIARY; (K) TO APPROVE THE ACQUISITION OR DISPOSITION BY CMC OF ANOTHER LEGAL ENTITY OR AN INTEREST IN ANOTHER LEGAL ENTITY; (L) AFTER RECEIVING INPUT FROM THE BOARD, TO APPROVE THE STRATEGIC PLAN AND THE OPERATING AND CAPITAL BUDGETS OF CMC; (M) APPROVAL OF CMC'S UNBUDGETED DEBT AND CAPITAL EXPENDITURES OF ONE HUNDRED THOUSAND DOLLARS ($100,000) OR GREATER; (N) TO AUTHORIZE OR APPROVE THE ACQUISITION OR DISPOSITION BY CMC OF REAL PROPERTY OR ANY INTEREST IN REAL PROPERTY HAVING A VALUE OF ONE HUNDRED THOUSAND DOLLARS ($100,000) OR GREATER; (O) TO APPROVE THE SALE OR PURCHASE OF ANY PROPERTY OF CMC HAVING A VALUE OF ONE HUNDRED THOUSAND DOLLARS ($100,000) OR GREATER; (P) TO AUTHORIZE AND APPROVE BORROWING MONEY OR ENTERING INTO FINANCIAL GUARANTIES BY CMC, INCLUDING ACTIONS RELATING TO THE FORMATION, JOINING, OPERATION, WITHDRAWAL FROM AND TERMINATION OF A CREDIT GROUP OR AN OBLICATED GROUP AND THE GRANTING OF SECURITY INTERESTS IN THE PROPERTY OF CMC; (Q) TO REQUIRE CMC TO TRANSFER ASSETS, INCLUDING BUT NOT LIMITED TO CASH, TO THE MEMBER; (R) TO APPROVE THE TRANSFER OF ASSETS BY CMC TO ANY ENTITY OTHER THAN THE MEMBER, OTHER THAN TRANSFERS MADE IN THE ORDINARY COURSE OF OPERATIONS OF CMC WHICH WILL NOT REQUIRE APPROVAL OF THE MEMBER; (S) TO APPROVE THE RATE OF PAYMENT, COMPENSATION OR RENT AND/OR ANY PROVISIONS CONCERNING EXCLUSIVITY WITH RESPECT TO ANY CONTRACT FOR PHYSICIAN SERVICES AND ANY LEASE/TIMESHARE AGREEMENT BETWEEN ANY PHYSICIAN OR PHYSICIAN GROUP, ON THE ONE HAND, AND CMC OR ANY CONTROLLED SUBSIDIARY OR REMOTELY CONTROLLED SUBSIDIARY, ON THE OTHER HAND, ALL IN ACCORDANCE WITH SUCH POLICIES AND PROCESSES WHICH MAY BE PROMULGATED FROM TIME TO TIME BY THE MEMBER; (T) TO APPROVE CHANGES TO THE TYPE OF OR RELOCATION OF PHYSICIAN PROFESSIONAL MEDICAL SERVICES OFFERED BY CMC, WHERE THE CHANGE INVOLVES (A) SERVICES OFFERED OR PROVIDED BY CMG PHYSICIANS AND (B) (I) A CHANGE IN VENUE OR PROVIDER STATUS OF THE MEDICAL SERVICE, (II) THE CESSATION OF A PRE-EXISTING MEDICAL SERVICE, OR (III) THE OFFERING OF A NEW MEDICAL SERVICE; (U) TO ENGAGE, APPROVE, AND TO FINALIZE ANY AND ALL CONTRACTS OR AGREEMENTS WITH ANY THIRD PARTY HOSPITAL-BASED PHYSICIAN GROUPS (ANESTHESIOLOGISTS, PATHOLOGISTS, RADIOLOGISTS, OR EMERGENCY MEDICINE PHYSICIANS) THAT WILL RENDER PROFESSIONAL SERVICES TO CMC; (V) TO OVERRIDE AND REVERSE ANY DECISION MADE OR ACTION AUTHORIZED BY THE CMC BOARD TO THE EXTENT THAT SUCH DECISION OR ACTION CONFLICTS WITH A DECISION MADE OR ACTION AUTHORIZED BY THE JOINT OPERATIONS COMMITTEE OF THE MEMBER; (W) TO DETERMINE THE EXTENT TO WHICH AND THE MANNER IN WHICH THE POWERS DESCRIBED IN THIS SECTION WHICH ARE RESERVED TO THE MEMBER WITH RESPECT TO CMC ARE TO BE INCLUDED IN THE GOVERNING DOCUMENTS OF ANY CONTROLLED SUBSIDIARY OR REMOTELY CONTROLLED SUBSIDIARY AND EXERCISED WITH RESPECT TO ANY CONTROLLED SUBSIDIARY OR ANY REMOTELY CONTROLLED SUBSIDIARY. ARTICLE FIVE: DIRECTORS, NOMINATIONS, AND APPOINTMENTS SECTION 1: NUMBER AND QUALIFICATIONS OF DIRECTORS THE BOARD SHALL CONSIST OF FIFTEEN (15) DIRECTORS INCLUDING THE CHAIR OF THE BOARD, THE THREE (3) VICE CHAIRS OF THE BOARD, THE IMMEDIATE PAST CHAIR OF THE BOARD AND ONE (1) COX BRANSON DIRECTOR SELECTED BY THE MEMBER. THE REMAINING NINE (9) DIRECTORS SHALL BE COMPRISED AS FOLLOWS: PHYSICIAN DIRECTORS APPOINTED AND SUCH OTHER DIRECTORS AS ARE RECOMMENDED BY THE CHAIR OF THE BOARD AND APPROVED BY THE BOARD AS SOON AS PRACTICABLE AFTER EACH ANNUAL MEETING. PRIOR TO THE ANNUAL MEETING, THE NOMINATING COMMITTEE OF THE MEMBER SHALL NOMINATE A SLATE OF PERSONS FOR APPOINTMENT BY THE MEMBER AS DIRECTORS AND OFFICERS AT THE NEXT ANNUAL MEETING. WITH RESPECT TO THE COX BRANSON DIRECTOR, THE NOMINATING COMMITTEE OF THE MEMBER SHALL RECEIVE THE NOMINATION FROM THE COX BRANSON BOARD NO LATER THAN SEPTEMBER 1 OF EACH YEAR AS TO WHICH OF THE TWO (2) COX BRANSON DIRECTORS WHO WILL BE SERVING ON THE COXHEALTH BOARD AFTER THE NEXT ANNUAL MEETING SHOULD BE APPOINTED AS A DIRECTOR OF CMC. THE MEMBER WILL ACT IN GOOD FAITH AND NOT UNREASONABLY WITHHOLD APPOINTMENT. WITH RESPECT TO THE REMAINING THREE (3) PHYSICIAN DIRECTORS OF CMC, THE NOMINATING COMMITTEE SHALL RECEIVE NOMINATIONS FROM THE CMG BOARD NO LATER THAN SEPTEMBER 1 OF EACH YEAR FOR APPOINTMENT AS DIRECTORS OF CMC. THE MEMBER WILL ACT IN GOOD FAITH AND NOT UNREASONABLY WITHHOLD APPOINTMENT. IF FOR ANY REASON A PERSON NOMINATED BY COX BRANSON BOARD OR THE CMG BOARD IS NOT APPOINTED BY THE MEMBER, THE APPLICABLE BOARD HAS THE RIGHT TO NOMINATE ANOTHER PERSON FOR CONSIDERATION. AT THE ANNUAL MEETING, THE CHAIR OF THE BOARD SHALL CALL FOR THE REPORT OF THE NOMINATING COMMITTEE OF THE MEMBER. NOMINATIONS MAY BE MADE FROM THE FLOOR BY ANY DIRECTOR. THE MEMBER SHALL THEREUPON APPOINT DIRECTORS, OFFICERS OF THE BOARD AND OFFICERS OF CMC. |
| FORM 990, PART VI, SECTION A, LINES 6, 7A & 7B | MEMBERS, STOCKHOLDERS, OR OTHER PERSONS: PER BYLAW CHANGES MADE DURING THE FISCAL YEAR, COXHEALTH IS NOW THE SOLE MEMBER OF LESTER E. COX MEDICAL CENTERS. THE FOLLOWING CORPORATE POWERS AND RESPONSIBILITIES SHALL BE SOLELY AND SPECIFICALLY RESERVED TO THE MEMBER; (A) TO ESTABLISH AND CHANGE THE BUSINESS PURPOSES, MISSION, VISION OR VALUES OF CMC; (B) TO APPROVE AMENDMENTS TO THE ARTICLES OF INCORPORATION OF CMC AS PROVIDED THEREIN; (C) TO APPROVE AMENDMENTS TO THE BYLAWS OF CMC; (D) TO APPROVE THE ADOPTION OF AND ANY REVISION TO THE CHARTERS FOR ALL COMMITTEES ESTABLISHED BY THE BOARD; (E) TO APPOINT AND REMOVE THE DIRECTORS OF CMC, SUBJECT TO THE REQUIREMENTS OF ARTICLE FIVE, SECTION 1 AND TO APPOINT AND REMOVE THE OFFICERS OF THE BOARD AND CMC; (F) AFTER CONSULTATION WITH THE BOARD, TO APPROVE THE APPOINTMENT AND REMOVAL OF THE PRESIDENT AND CEO OF CMC; (G) TO APPOINT THE AUDITOR AND THE CORPORATE COUNSEL FOR CMC AND ITS CONTROLLED SUBSIDIARIES OR REMOTELY CONTROLLED SUBSIDIARIES; (H) TO ESTABLISH CENTRALIZED EMPLOYEE BENEFIT, INSURANCE, INVESTMENT, FINANCING, MARKETING, LEGAL, CORPORATE, COMPLIANCE, PERFORMANCE ASSESSMENT AND IMPROVEMENT AND OTHER OPERATIONAL AND SUPPORT PROGRAMS; TO REQUIRE THE PARTICIPATION OF CMC IN SUCH PROGRAMS; AND TO AUTHORIZE THE OPENING AND CLOSING OF BANK ACCOUNTS AND INVESTMENT ACCOUNTS IN THE NAME OF CMC; (I) TO APPROVE THE MERGER, CONSOLIDATION OR DISSOLUTION OF CMC OR THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF CMC; (J) TO APPROVE THE FORMATION OF A CONTROLLED SUBSIDIARY OR A REMOTELY SUBSIDIARY; (K) TO APPROVE THE ACQUISITION OR DISPOSITION BY CMC OF ANOTHER LEGAL ENTITY OR AN INTEREST IN ANOTHER LEGAL ENTITY; (L) AFTER RECEIVING INPUT FROM THE BOARD, TO APPROVE THE STRATEGIC PLAN AND THE OPERATING AND CAPITAL BUDGETS OF CMC; (M) APPROVAL OF CMC'S UNBUDGETED DEBT AND CAPITAL EXPENDITURES OF ONE HUNDRED THOUSAND DOLLARS ($100,000) OR GREATER; (N) TO AUTHORIZE OR APPROVE THE ACQUISITION OR DISPOSITION BY CMC OF REAL PROPERTY OR ANY INTEREST IN REAL PROPERTY HAVING A VALUE OF ONE HUNDRED THOUSAND DOLLARS ($100,000) OR GREATER; (O) TO APPROVE THE SALE OR PURCHASE OF ANY PROPERTY OF CMC HAVING A VALUE OF ONE HUNDRED THOUSAND DOLLARS ($100,000) OR GREATER; (P) TO AUTHORIZE AND APPROVE BORROWING MONEY OR ENTERING INTO FINANCIAL GUARANTIES BY CMC, INCLUDING ACTIONS RELATING TO THE FORMATION, JOINING, OPERATION, WITHDRAWAL FROM AND TERMINATION OF A CREDIT GROUP OR AN OBLICATED GROUP AND THE GRANTING OF SECURITY INTERESTS IN THE PROPERTY OF CMC; (Q) TO REQUIRE CMC TO TRANSFER ASSETS, INCLUDING BUT NOT LIMITED TO CASH, TO THE MEMBER; (R) TO APPROVE THE TRANSFER OF ASSETS BY CMC TO ANY ENTITY OTHER THAN THE MEMBER, OTHER THAN TRANSFERS MADE IN THE ORDINARY COURSE OF OPERATIONS OF CMC WHICH WILL NOT REQUIRE APPROVAL OF THE MEMBER; (S) TO APPROVE THE RATE OF PAYMENT, COMPENSATION OR RENT AND/OR ANY PROVISIONS CONCERNING EXCLUSIVITY WITH RESPECT TO ANY CONTRACT FOR PHYSICIAN SERVICES AND ANY LEASE/TIMESHARE AGREEMENT BETWEEN ANY PHYSICIAN OR PHYSICIAN GROUP, ON THE ONE HAND, AND CMC OR ANY CONTROLLED SUBSIDIARY OR REMOTELY CONTROLLED SUBSIDIARY, ON THE OTHER HAND, ALL IN ACCORDANCE WITH SUCH POLICIES AND PROCESSES WHICH MAY BE PROMULGATED FROM TIME TO TIME BY THE MEMBER; (T) TO APPROVE CHANGES TO THE TYPE OF OR RELOCATION OF PHYSICIAN PROFESSIONAL MEDICAL SERVICES OFFERED BY CMC, WHERE THE CHANGE INVOLVES (A) SERVICES OFFERED OR PROVIDED BY CMG PHYSICIANS AND (B) (I) A CHANGE IN VENUE OR PROVIDER STATUS OF THE MEDICAL SERVICE, (II) THE CESSATION OF A PRE-EXISTING MEDICAL SERVICE, OR (III) THE OFFERING OF A NEW MEDICAL SERVICE; (U) TO ENGAGE, APPROVE, AND TO FINALIZE ANY AND ALL CONTRACTS OR AGREEMENTS WITH ANY THIRD PARTY HOSPITAL-BASED PHYSICIAN GROUPS (ANESTHESIOLOGISTS, PATHOLOGISTS, RADIOLOGISTS, OR EMERGENCY MEDICINE PHYSICIANS) THAT WILL RENDER PROFESSIONAL SERVICES TO CMC; (V) TO OVERRIDE AND REVERSE ANY DECISION MADE OR ACTION AUTHORIZED BY THE CMC BOARD TO THE EXTENT THAT SUCH DECISION OR ACTION CONFLICTS WITH A DECISION MADE OR ACTION AUTHORIZED BY THE JOINT OPERATIONS COMMITTEE OF THE MEMBER; (W) TO DETERMINE THE EXTENT TO WHICH AND THE MANNER IN WHICH THE POWERS DESCRIBED IN THIS SECTION WHICH ARE RESERVED TO THE MEMBER WITH RESPECT TO CMC ARE TO BE INCLUDED IN THE GOVERNING DOCUMENTS OF ANY CONTROLLED SUBSIDIARY OR REMOTELY CONTROLLED SUBSIDIARY AND EXERCISED WITH RESPECT TO ANY CONTROLLED SUBSIDIARY OR ANY REMOTELY CONTROLLED SUBSIDIARY. THE BOARD SHALL BE ELECTED BY THE MEMBER. NO LATER THAN SEPTEMBER 1 OF EACH YEAR, THE BOARD SHALL NOMINATE A SLATE OF PERSONS FOR ELECTION AS CMC DIRECTORS AND OFFICERS TO SUBMIT TO COXHEALTH FOR APPOINTMENT. COXHEALTH WILL ACT IN GOOD FAITH AND NOT UNREASONABLY WITHHOLD APPOINTMENT. IF FOR ANY REASON A NOMINATED PERSON IS NOT APPOINTED BY THE COXHEALTH BOARD, THE CMC BOARD HAS THE RIGHT TO NOMINATE ANOTHER PERSON FOR CONSIDERATION. SEE THE SIGNIFICANT CHANGES TO GOVERNING DOCUMENTS NARRATIVE FOR ADDITIONAL INFORMATION. |
| FORM 990, PART VI, SECTION B, LINE 11B | 990 REVIEW POLICY: 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. PRIOR TO FILING, FORM 990 IS FIRST REVIEWED BY MEMBERS OF TOP MANAGEMENT. ONCE THEY HAVE APPROVED THE DRAFT, A FINAL COPY IS PRESENTED TO THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. IN ADDITION, A FINAL COPY IS PROVIDED TO THE BOARD OF DIRECTORS THROUGH THE ONLINE BOARD PORTAL PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | MONITORING COMPLIANCE WITH CONFLICT OF INTEREST POLICY: COXHEALTH OFFICERS, DIRECTORS AND KEY EMPLOYEES, AS WELL AS OFFICERS, DIRECTORS AND KEY EMPLOYEES OF THE COXHEALTH AFFILIATES, ARE ANNUALLY REQUIRED TO DISCLOSE POTENTIAL CONFLICTS OF INTEREST FOLLOWING THE CORPORATE COMPLIANCE POLICY, SET FORTH BELOW. IN ADDITION, THE LESTER E. COX MEDICAL CENTERS BYLAWS CONTAIN A CONFLICT OF INTEREST PROVISION TO ENSURE BOARD MEMBERS MAKE DECISIONS THAT ARE CONFLICT FREE, OR IF A CONFLICT IS PRESENT, THAT IT IS FULLY DISCLOSED FOR THE BOARD'S CONSIDERATION. COXHEALTH'S EMPLOYEES AND BOARD MEMBERS MUST AVOID ALL ACTIVITIES, ASSOCIATIONS OR INTERESTS THAT CREATE A CONFLICT OF INTEREST. CONFLICTS OF INTEREST FOR EMPLOYEES MUST BE REPORTED TO THE CORPORATE INTEGRITY DEPARTMENT. A FILE WILL BE MAINTAINED OF ALL REPORTED CONFLICTS OF INTEREST. FOR MEDICAL STAFF MEMBERS, THE CONFLICT OF INTEREST PROCESS MAY BE ACCESSED THROUGH THE MEDICAL STAFF OFFICE. FOR BOARD MEMBERS, THE CONFLICT OF INTEREST PROCESS IS HANDLED THROUGH A SUB-COMMITTEE OF THE BOARD WITH THE ASSISTANCE OF THE EXECUTIVE OFFICE AND IS DEFINED IN THE BOARD BYLAWS. IF ANY OFFICER OR DIRECTOR IS FOUND TO HAVE A CONFLICT OF INTEREST, SUCH PERSON SHALL NEITHER VOTE NOR USE HIS OR HER INFLUENCE TO AFFECT ANY DECISION RELATING TO THE CONFLICT, AND SUCH PERSON SHOULD NOT BE INCLUDED IN DETERMINING WHETHER A QUORUM PARTICIPATED IN THE DECISION. SUCH PERSON IS PERMITTED TO BRIEFLY STATE HIS OR HER POSITION ON THE MATTER, AND ANSWER PERTINENT QUESTIONS ABOUT IT, IF HIS OR HER KNOWLEDGE OR EXPERTISE COULD ASSIST THOSE PARTICIPATING IN THE DECISION. FOR VENDORS, THE POLICY IS DISTRIBUTED AT THEIR FIRST CONTRACT WITH LESTER E. COX MEDICAL CENTERS. |
| FORM 990, PART VI, SECTION B, LINES 15A & 15B | COMPENSATION REVIEW POLICY: LESTER E. COX MEDICAL CENTERS EMPLOYS A DEFINED GOVERNANCE STRUCTURE AROUND EXECUTIVE COMPENSATION. THE BOARD OF DIRECTORS MAINTAINS A COMPENSATION COMMITTEE THAT IS CHARGED WITH CARRYING OUT THE FUNCTIONS OF EVALUATING AND SETTING EXECUTIVE COMPENSATION THROUGH FORMAL DOCUMENTED MEETINGS THAT OCCUR SEVERAL TIMES DURING THE YEAR. THE COMPENSATION COMMITTEE UTILIZES A WELL RESPECTED INDEPENDENT EXTERNAL ADVISOR TO PROVIDE THIRD PARTY ASSESSMENT AND RECOMMENDATIONS REGARDING COMPENSATION LEVELS AND BENEFIT PROGRAMS FOR THE TOP EXECUTIVES OF THE ORGANIZATION TO ENSURE THE COMPENSATION PROGRAM IS COMPETITIVE AND WITHIN FAIR MARKET VALUE. AFTER A FULL REVIEW OF THE DATA AND THOROUGH DISCUSSION THE COMMITTEE MAKES A SELF DETERMINATION OF COMPENSATION LEVELS SET JANUARY 1 OF EACH YEAR. ANNUALLY THE STEPS NECESSARY TO DOCUMENT REBUTTABLE PRESUMPTION ARE TAKEN AND RECORDED. ADDITIONALLY, COMPENSATION LEVELS FOR THE VICE PRESIDENT TIER OF MANAGEMENT IS OVERSEEN BY THE CEO USING EXTERNAL COMPARABLE DATA FOR ASSESSMENT AND IS PROVIDED TO THE COMPENSATION COMMITTEE FOR REVIEW ON AN ANNUAL BASIS. |
| FORM 990, PART VI, SECTION C, LINE 19 | DOCUMENT DISCLOSURE: LESTER E. COX MEDICAL CENTERS MAKES AVAILABLE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE FOR ALL LEGITIMATE BUSINESS PURPOSES AS DETERMINED BY MANAGEMENT. IN ADDITION, AS A CONTINUING DISCLOSURE REQUIREMENT OF CERTAIN DEBT COVENANTS THE ORGANIZATION PROVIDES ITS AUDITED FINANCIAL STATEMENTS AND SPECIFIC QUARTERLY FINANCIAL INFORMATION TO DEFINED REPOSITORIES FOR REVIEW BY PARTIES OR INDIVIDUALS INTERESTED IN THE INFORMATION. |
| FORM 990, PART VII, SECTION A | BOARD MEMBER COMPENSATION: DRS. DIX, KISSELL, AND HALVERSON ARE EMPLOYEES OF COX AS WELL AS MEMBERS OF THE BOARD OF DIRECTORS. THEIR COMPENSATION IS RELATED TO THEIR ROLES AS EMPLOYEES. NO BOARD MEMBERS RECEIVE COMPENSATION FOR THEIR DUTIES AS BOARD MEMBERS. |
| FORM 990, PART IX, LINE 11G | OTHER FEES FOR SERVICES: $ 104,652,585 PHYSICIAN REMUNERATION 20,323,096 PURCHASED MANAGEMENT SERVICES 17,713,553 OTHER PURCHASED SERVICES 14,761,314 CONSULTING 14,120,013 ANESTHESIA SERVICES 8,925,916 CONTRACTED REPAIRS & MAINTENANCE 5,569,589 PURCHASED LAB SERVICES 5,505,843 BILLING/COLLECTION SERVICES 2,426,278 CONTRACT LABOR 1,726,517 PROFESSIONAL FEES 1,256,790 PHARMACY --------------- $ 196,981,494 |
| FORM 990, PART XI, LINE 9 | OTHER CHANGES TO NET ASSETS: $ (1,647,142) RETURN OF CAPITAL (37,853,458) DEFINED BENEFIT PENSION PLAN LOSS 16,069 CHANGE IN BENEFICIAL INTEREST IN TRUST ------------- $ (39,484,531) |
| FORM 990, PART XII, LINE 2C | CHANGES TO THE OVERSIGHT PROCESS: COXHEALTH, AS THE MEMBER OF LESTER E. COX MEDICAL CENTERS, NOW SELECTS THE INDEPENDENT ACCOUNTANT USED FOR AUDITS. |
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