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
Baystate Wing Hospital Corporation
Employer identification number
22-2519813
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
Baystate Wing Hospital Corporation
Employer identification number
22-2519813
Return Reference
Explanation
Form 990, Part VI, Section A, line 2
2013 - COOLIDGE, KATHERINE, BOARD MEMEBER, EDWARD NOONAN (BUSINESS), JAMES PHANEUF (BUSINESS), PAUL SCULLY (BUSINESS) 2013 - PHANEUF, JAMES, BOARD MEMBER, CHARLES CAVAGNARO (BUSINESS), EDWARD NOONAN (BUSINESS), ROBERT S. HAVELES (BUSINESS), JAMES ST. AMAND (BUSINESS), PAUL SCULLY (BUSINESS), KATHERINE COOLIDGE (BUSINESS) 2013 - NOONAN, EDWARD, BOARD MEMBER, CHARLES CAVAGNARO (BUSINESS), JAMES PHANEUF (BUSINESS), ROBERT S. HAVELES (BUSINESS), JAMES ST. AMAND (BUSINESS), PATRICK TURLEY (BUSINESS), KATHERINE COOLIDGE (BUSINESS), LAUREN MILLER (BUSINESS), ELAINE ANDERSON (BUSINESS) 2013 - TURLEY, PATRICK, BOARD MEMBER, EDWARD NOONAN (BUSINESS), RON CHRISTENSEN BUSINESS), PAUL SCULLY (BUSINESS) 2013 - HAVELES, ROBERT, BOARD MEMBER, EDWARD NOONAN (BUSINESS), JAMES ST. AMAND (BUSINESS), PAUL SCULLY (BUSINESS), JAMES PHANEUF (BUSINESS) 2013 - CHRISTENSEN RON, BOARD MEMBER, PATRICK TURLEY (BUSINESS), MARK BORSARI (Business) 2013 - BORSARI MARK, BOARD MEMBER, RON CHRISTENSEN (Business) 2013 - SCULLY, PAUL, BOARD MEMBER, CHARLES CAVAGNARO (BUSINESS), JAMES PHANEUF (BUSINESS), ROBERT S. HAVELES (BUSINESS),RON CHRISTENSEN(BUSINESS), PATRICK TURLEY (BUSINESS), KATHERINE COOLIDGE (BUSINESS), ELAINE ANDERSON (BUSINESS) 2013 - ANDERSON, ELAINE, BOARD MEMBER, EDWARD NOONAN (BUSINESS)
Form 990, Part VI, Section A, line 4
The filing organization amended it's Articles of Organization to change its name from Wing Memorial Hospital Corporation to Baystate Wing Hospital Corporation. The organization also amended its bylaws to: (1) reflect the name change, change its sole member to Baystate Health, Inc. ("BH"), (2) change the identity of the four ex officio members of the Board of Directors, (3) rename its finance committee as the Finance and Compliance Committee and remove its separate audit and compliance committee, and (4) clarify that the trustee of a certain trust that benefits the organization has the right to designate one individual to serve on the Board of Directors, pursuant to the terms of the applicable trust document.
Form 990, Part VI, Section A, line 6
As of September 1, 2014 the filing organization has one member, Baystate Health, Inc. (BH). Prior to September 1, 2014, the filing organization was included in a group return with UMass Memorial Medical Center, Inc. - Group Exemption #3642.
Form 990, Part VI, Section A, line 7a
Four of the directors of the filing organization serve ex officio based on positions they hold with BH or the filing organization and the remaining directors are elected by BH as the organization's sole member. The trustee of a certain trust of which the organization is the beneficiary has the right to designate one individual to serve on the Board of Directors pursuant to the terms of the trust document and the organization's bylaws.
Form 990, Part VI, Section A, line 7b
The bylaws of the filing organization provide that the following matters are subject to the approval of BH as a member: (1) the appointment or removal of the President and the Treasurer of the Corporation, (2) the adoption or amendment of annual operating and capital budgets, (3) approval of any unbudgeted expenditure in excess of $250,000, (4) the issuance of indebtedness, loans, guarantees or other encumbrances in excess of $1,000,000, (5) adoption of the organization's Strategic Plan and significant changes thereto, (6) and amendment of the organization's medical staff bylaws, (7) the making of any significant change to clinical services provided by the organization, (8) the filing of a Determination of Need application under Massachusetts law, (9) the creation of a corporate affiliation with a health care provider not affiliated with BH, (10) engaging the services of a certified public accountant or attorney, and (11) any merger, consolidation, change in control, dissolution, liquidation, or transfer of interest in all or substantially all of the organization's assets or operations.
Form 990, Part VI, Section B, line 11
THE ORGANIZATIONS MANAGEMENT TEAM WORKS CLOSELY WITH AN OUTSIDE ACCOUNTING FIRM, DELOITTE TAX LLP, WHOM IT ENGAGES TO REVIEW THE RETURN. THE FINAL DRAFT OF THE FORM 990 IS REVIEWED BY THE MANAGEMENT TEAM AND DELOITTE TAX LLP. THE ENTIRE BOARD RECEIVES A COPY OF THE RETURN PRIOR TO FILING.
Form 990, Part VI, Section B, line 12c
THE CONFLICT OF INTEREST POLICY REQUIRES BOARD MEMBERS AND MANAGEMENT TO COMPLETE ANNUAL DISCLOSURE STAMENTS FOR SIGNIFICANT CHANGES IN THEIR OUTSIDE GOVERNANCE AND PROFESSIONAL ACTIVITIES OR, FINANCIAL RELATIONSHIPS AS APPROPIATE. ANNUAL DISCLOSURE STATEMENTS ARE REVIEWED BY THE CHIEF COMPLIANCE OFFICER OF THE PARENT ENTITY, CONSULTING WITH LEGAL COUNSEL AND THE CEO, TO DETERMINE WHAT ACTIONS SHOULD BE TAKEN TO REDUCE, ELIMINATE OR MANAGE THE CONFLICTS OF INTEREST. REPORTS OF POTENTIAL CONFLICTS OF INTEREST, AND PROPOSED RESOLUTIONS THEREOF, ARE REPORTED TO THE BOARD OF TRUSTEES/DIRECTORS OF BOTH THE PARENT ORGANIZATION AND THE HOSPITAL ENTITY ANNUALLY. ADDITIONALLY, ALL TRANSACTIONS INVOLVING BOARD MEMBERS OR MANAGEMENT AND THE ORGANIZATION ARE REQUIRED TO BE APPROVED BY THE FINANCE AND COMPLIANCE COMMITTEE OF THE BOARD AND, THERE IS ACTIVE MONITORING AND COMMUNICATION TO ENSURE INDIVIDUALS WITH OUTSIDE RELATIONSHIPS DO NOT INAPPROPRIATELY PARTICIPATE IN BUSINESS DECISIONS OF THE ORGANIZATION, PURCHASING OR RESEARCH DECISIONS.
Form 990, Part VI, Section B, line 15b
PRIOR TO SEPTEMBER 1, 2014 OPERATING AS WING MEMORIAL HOSPITAL, ALL COMPENSATION MATTERS FOR THE SENIOR EXECUTIVES THROUGHOUT THE SYSTEM (INCLUDING ALL "DISQUALIFIED PERSONS") WERE GOVERNED AND OVERSEEN BY THE BOARD OF TRUSTEES OF THE FORMER PARENT (UMASS). THE BOARD APPROVED A COMPENSATION PHILOSOPHY THAT GOVERNED ALL SUCH DECISIONS. THE PHILOSOPHY INCLUDED THE OBJECTIVES OF THE PROGRAM COMPONENTS OF EXECUTIVE COMPENSATION THE RELEVANT MARKET POSITIONING IN THE MARKET FACTORS CONSIDERED IN SETTING EXECUTIVE COMPENSATION AND THE IMPORTANCE OF TYING SUCH COMPENSATION TO PERFORMANCE. THE BOARD ESTABLISHED A COMPENSATION COMMITTEE MADE UP OF DISINTERESTED TRUSTEES WHO WERE GIVEN THE AUTHORITY TO ESTABLISH COMPENSATION FOR ALL SENIOR EXECUTIVES WITHIN THE PARAMETERS OF THE PHILOSOPHY AND WITH FULL AND COMPLETE REPORTING TO THE FULL BOARD. THE COMPENSATION COMMITTEE PERFORMED ITS WORK PURSUANT TO ITS CHARTER AND A COMPENSATION POLICY THAT ESTABLISHED THE PROCESS THE COMMITTEE WILL FOLLOW IN REVIEWING AND APPROVING EXECUTIVE COMPENSATION EACH YEAR. THE COMMITTEE ENSURES THAT ITS PROCESS MET THE REBUTTABLE PRESUMPTION OF REASONABLENESS ESTABLISHED BY THE IRS. IN ORDER TO ASSIST THE COMMITTEE IN ITS RESPONSIBILITIES THE COMPENSATION COMMITTEE HIRED INDEPENDENT OUTSIDE COMPENSATION CONSULTANTS TO ADVISE THE COMMITTEE AND THE BOARD ON THE REASONABLENESS OF OVERALL EXECUTIVE COMPENSATION PROGRAM INCLUDING COMPENSATION OF THE SPECIFIC EXECUTIVES. THESE CONSULTANTS REPORT DIRECTLY TO THE COMMITTEE AND NOT TO MANAGEMENT. THE COMMITTEE WORKED WITH THESE CONSULTANTS AND WITH LEGAL COUNSEL TO ENSURE THAT ALL COMPENSATION PAID, AS WELL AS THE PROCESS FOLLOWED TO DETERMINE SUCH COMPENSATION WAS REASONABLE, MET ALL REGULATORY REQUIREMENTS AND WAS COMPETITIVE WITH THE RELEVANT MARKET. AS OF SEPTEMBER 1, 2014 AND OPERATING AS BAYSTATE WING HOSPITAL, OFFICERS AND KEY EMPLOYEES COMPENSATION IS REVIEWED AND APPROVED ON AN ANNUAL BASIS BY THE BAYSTATE COMPENSATION COMMITTEE. THIS COMMITTEE IS MADE UP OF DISINTERESTED TRUSTEES WHO CAN ESTABLISH COMPENSATION FOR BAYSTATE WING EMPLOYED EXECUTIVES AND KEY EMPLOYEES. AT THE PRESENT, THE PRESIDENT AND TREASURER ARE COMPENSATED BY BAYSTATE ADMINISTRATIVE SERVICES (BAS) AND NOT BAYSTATE WING HOSPITAL. THE PHILOSOPHY INCLUDES THE OBJECTIVES OF THE PROGRAM COMPONENTS OF EXECUTIVE COMPENSATION AND THE RELEVANT MARKET POSITIONING IN THE MARKET FACTORS CONSIDERED IN SETTING EXECUTIVE COMPENSATION AND THE IMPORTANCE OF TYING SUCH COMPENSATION TO PERFORMANCE.
Form 990, Part VI, Section C, line 19
BAYSTATE WING HOSPITAL GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST ON A CASE-BY-CASE BASIS.
Form 990, Part IX, line 11g
Fees for services: Program service expenses 7,997,812. Management and general expenses 719,314. Fundraising expenses 10,772. Total expenses 8,727,898.
Other Expenses Uniforms $ 13,070 Other Direct Expenses $ 575,641 Membership Dues $ 223,444 Taxes/Fees/Fines and Lic $ 27,161 Food $ 562,851 Professional Fees $ 435,957 --------- Total $1,838,124
Form 990, Part XI, line 9:
Adjustment on Re-evaluation of Assets -8,338,984. Unrealized Gain/Loss on Temp Restricted 15,891. Change in Beneficial Interest and Perpetual Trust -20,314.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.