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
EASTERN MAINE HEALTHCARE SYSTEMS TAMC THE AROOSTOOK MEDICAL CENTER TAMC
Employer identification number
01-0372148
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:
13000170
Software Version:
2013v4.0
-
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
EASTERN MAINE HEALTHCARE SYSTEMS TAMC THE AROOSTOOK MEDICAL CENTER TAMC
Employer identification number
01-0372148
Return Reference
Explanation
Form 990, Part III, Line 4d: Other Program Services Description
OTHER PROGRAM SERVICES 4: MEDICARE SHORTFALLS (AT COST). 9,087 PERSONS SERVED
Form 990, Part VI, Line 4: Description of Significant Changes to Organizational Documents
Adoption of Uniform Bylaws by EMHS Member OrganizationsAs part of the Governance Integration Project, a Bylaws Task Force was established and charged with drafting a uniform set of bylaws for EMHS Member Organizations for the purpose of achieving clarity and transparency, shared understanding, efficiency in board operations and administration, and compliance with legal requirements and best practice standards.As a result of the work performed by the Bylaws Task Force, the following EMHS Member Organizations adopted Restated Bylaws in FY2014:1. Acadia Hospital, Corp.2. Charles A. Dean Memorial Hospital3. Eastern Maine HomeCare4. Eastern Maine Medical Center5. EMHS Foundation6. Inland Hospital7. Mercy Hospital8. Rosscare9. The Blue Hill Memorial Hospital10. The Aroostook Medical Center11. VNA Home Health & HospiceThere were no changes to the Bylaws of Sebasticook Valley Health in FY2014 because Sebasticook is not an Integrated Member Organization.Impact on Board Structure and Key OperationsThis summary focuses on the elements in the uniform bylaws adopted by the Member Organizations that required a change in board structure and/or key operations. Structure includes board composition and the role of officers. Key operations include how the board's oversight responsibilities are deployed across committees and the board as a whole. These changes had the most impact on board leadership, as their implementation shifted current committee roles, affected individual trustee or director's committee assignments, and affected the appointment of the secretary and the treasurer. Key Changes in Board Structure and Role of Officers:1. Proposed size ranges. The number of board members for member hospitals is 11-19; and the number of board members for non-hospital members is 9-15. The term limit for board members is up to four (4) consecutive three-year terms.2. EMHS CEO became a voting member of all boards. This was previously the case for all Member Organizations with the exception of Inland and BHMH.3. Hospital boards have ex officio seats for the two senior physician leaders. Exceptions: a) EMMC retained current complement of four ex officio physician seats; Acadia established one ex officio physician seat and Charles A. Dean Memorial Hospital retained one ex officio physician seat. b) Inland previously had a third seat designated for a physician, but now the current occupant may continue service on the board as a "regular" trustee assigned to an elected term.4. Officers. The President of the Member appoints the secretary and, in consultation with the Board, the president of the Member Organizations. The president may be removed by the President of the Member, in consultation with the Board. EMHS general counsel now serves as secretary of each Member Organization. The respective chief financial officers now serve as treasurer of the Member Organizations. Previously, volunteer board members served in the offices of secretary and treasurer at BHMH, Inland and TAMC. a) After the changes noted, the remaining board volunteer officer positions were limited to chair and vice chair unless otherwise deemed necessary by the board. The chair and vice chair positions are limited to three consecutive one-year terms.5. The position of honorary board member was eliminated. Previsouly, four hospitals (Acadia, Charles A. Dean Memorial Hospital, EMMC and Inland) permitted the election of honorary board members. Among them, only Inland had (two) honorary trustees, who are grandfathered under the uniform bylaws.Key Changes in Board OperationsThe committee structure was designed to: align across Member Organizations to the extent practicable; assure that boards have the benefit of committee work in areas requiring specialty expertise; facilitate coordinated board education and development; and encourage the exchange of best practices. Under the uniform bylaws, as has always been the case, unless explicitly delegated by the board (see 2c and 2d below), committee authority is limited to making recommendations to the full board.1. The changes in committee structure made under the uniform bylaws reflect consideration that, rather than being delegated to a standing committee, the following oversight and strategic responsibilities are better retained within the province of the entire board: a) Mission, vision, values b) Community health needs assessment within a population health context c) Community benefit: planning, measuring, reporting d) Strategic planning in coordination with the EMHS process e) Compliance with IRS Form 990, conflict of interest policy, and independence requirements f) Philanthropy g) Advocacy2. Committees - a) Under the uniform bylaws, Hospital standing committees comprise: Finance (and where relevant, an Investment Subcommittee); Governance (and an independent Nominating Subcommittee); Quality and Professional Affairs; and Joint Conference. b) Under the uniform bylaws, Non-hospital standing committee comprise: Finance (and where relevant, and Investment Subcommittee); Governance (and an independent Nominating Subcommittee); and where patient care is provided, Quality and Professional Affairs. c) Under the uniform bylaws, Special and ad hoc committees may be appointed by the chair for any specific purpose or function, to be terminated at any time by the chair. Committee chairs may serve no more than five (5) consecutive full one-year terms.3. Dissolution of the Executive Committee (EC)Under the uniform bylaws, the Executive Committee has been dissolved and certain responsibilities transferred to the Governance Committee and the Quality and Affairs Committee. The rationale behind this change was as follows: a) Over time, ECs can grow in size and function to a degree that risks generating a sense among non-members of being "rubber stamps." Prior to adoption of the uniform bylaws, five of the six ECs had rosters that represented half or more of the elected board members. b) Prior to adoption of the uniform bylaws, three of the ECs had committee-level responsibility for finance. Under the uniform bylaws, each Member Organization has a dedicated Finance Committee. c) Historically, the EC has been delegated authority to act on behalf of the board, within defined parameters, when a time-sensitive matter requires action between regularly scheduled board meetings. The uniform bylaws vest this authority in teh Governance Committee, which has been the practice on the EMHS board. d) Prior to adoption of the uniform bylaws, four hospital ECs (Acadia, EMMC, Inland, TAMC) had authority to approve medical staff privileges and credentials between board meetings. The uniform bylaws vest this authority in the Quality and Professional Affairs Committee. Transferring this between-meetings exigency role to the Quality and Professional Affairs Committee retains the integrity of the process and aligns with the role and aptitude of the Quality and Professional Affairs Committee. e) Over time, some ECs have "inherited" responsibilities when another committee has been dissolved. Current examples include community relations and fundraising - functions increasingly viewed as board-wide concerns. f) Some ECs conduct executive performance reviews. A uniform policy to be developed in support of the uniform bylaws will assign this responsibility to an ad hoc group comprising the EMHS CEO and independent Member Organization board members serving as chair, vice chair, and committee chairs. 4. Meeting Frequency - Under the uniform bylaws, Boards will meet at least four times annually. Provisions remain the same for holding special meetings.5. Fiduciary Duty - The uniform bylaws contain a straightforward affirmation of fiduciary duty consistent with Maine statutory law.6. Indemnification - The uniform bylaws set forth identical indemnification provisions for all Member Organizations.
Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder
The Aroostook Medical Center (the "Corporation") is a Maine nonprofit corporation. Eastern Maine Healthcare Systems ("EMHS"), also a Maine nonprofit corporation, is the sole corporate member of the Corporation.
Form 990, Part VI, Line 7a: How Members or Shareholders Elect Governing Body
Each year at their annual meeting, the directors elect replacements for those directors whose terms are expiring. Election of directors is subject to ratification by the EMHS Board of Directors.
Form 990, Part VI, Line 7b: Describe Decisions of Governing Body Approval by Members or Shareholders
EMHS has authority to appoint and remove the CEO of the Corporation. EMHS also has joint and superior authority to approve, disapprove or initiate action with respect to the following matters:I. amendments to the corporations Articles of Incorporation or Bylaws; II. changes in legal form of organization of the Corporation;III. election of the Directors/Trustees of the Corporation;IV. action concerning the Corporation's operating budget and capital expenditures;V. the Corporation's acquisition of assets or assumption of liabilities of an unaffiliated third party;VI. transfer of 5% or more of the assets of the Corporation;VII. financing transactions concerning the Corporation; VIII. merger, consolidation, sale, lease, mortgage, pledge or other disposition of all or substantially all assets of the Corporation;IX. add or revise a health care service of the Corporation;X. discontinue or close a health care service of the Corporation;XI. action concerning the Corporation's role in the EMHS Strategic Plan;XII. action concerning the Corporation's participation in key strategic affiliations with third parties not affiliated with EMHS; andXIII. dissolution of the Corporation
Form 990, Part VI, Line 11b: Form 990 Review Process
THE FORM 990 IS PROVIDED IN ADVANCE TO THE ORGANIZATION'S BOARD OF DIRECTORS' AND IS THEN REVIEWED BY THE CFO AT A MONTHLY BOARD OF DIRECTORS' MEETING.
Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts
A LIST OF ALL OFFICERS, DIRECTORS OR TRUSTEES AND KEY EMPLOYEES IS COMPILED EACH FISCAL YEAR. CONFLICT OF INTEREST REQUEST FORMS ARE DELIVERED TO EACH PERSON ON THE LIST. RESPONSES ARE COMPILED AND REVIEWED BY STAFF AND PRESENTED TO MANAGEMENT.
Form 990, Part VI, Line 15a: Compensation Review & Approval Process - CEO, Top Management
ANNUALLY, A COMMITTEE COMPRISED OF MEMBERS OF THE BOARD OF DIRECTORS EVALUATES THE SALARY OF THE ORGANIZATION'S CEO. THE COMMITTEE USES EXTERNAL COMPARABILITY DATA TO DETERMINE A FAIR LEVEL OF COMPENSATION.
Form 990, Part VI, Line 19: Other Organization Documents Publicly Available
NO DOCUMENTS TO THE PUBLIC.
Other Changes In Net Assets Or Fund Balances - Other Increases
Contributions to PRNA = $1004000
Other Changes In Net Assets Or Fund Balances - Other Increases
Contributions to TRNA = $1088994
Other Changes In Net Assets Or Fund Balances - Other Decreases
Net Assets Release = -$83236
Other Changes In Net Assets Or Fund Balances - Other Decreases
Transfer to exempt parent - Eastern Maine Healthcare Systems = -$2777278
Form 990, Part VII, Section A
Board member Jennifer Sonntag resigned in the first part of 2014.
Schedule K, Part 1, Column E
The issue price listed is The Aroostook Medical Center's share of the total pool issue amount of $96,755,000.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.