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
Overlake Hospital Foundation
Employer identification number
91-1050325
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.") ....
2,489,157
2,972,449
5,451,059
4,075,063
4,879,176
19,866,904
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
0
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
0
4
Total. Add lines 1 through 3
2,489,157
2,972,449
5,451,059
4,075,063
4,879,176
19,866,904
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)..
3,141,378
6
Public support. Subtract line 5 from line 4.
16,725,526
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..
2,489,157
2,972,449
5,451,059
4,075,063
4,879,176
19,866,904
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
162,607
196,831
218,131
221,391
410,511
1,209,471
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
0
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
0
11
Total support (Add lines 7 through 10).
21,076,375
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
79.360 %
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
85.820 %
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
Overlake Hospital Foundation
Employer identification number
91-1050325
Return Reference
Explanation
Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder
Overlake Hospital Medical Center is the sole member of Overlake Hospital Foundation.
Form 990, Part VI, Line 7a: How Members or Shareholders Elect Governing Body
Overlake Hospital Medical Center has the right to appoint and remove Overlake Hospital Foundation's Trustees.
Form 990, Part VI, Line 7b: Describe Decisions of Governing Body Approval by Members or Shareholders
Overlake Hospital Medical Center, as sole member, must approve: (a) any sale or lease of all or substantially all of the assets of the corporation; (b) any single transaction increasing long term indebtedness by an amount exceeding five percent of the total assets of the corporation during a fiscal year of the corporation; (c) the annual budget of the corporation and any material amendments thereto; (d) the auditors of the corporation; and (e) any amendments to the articles of incorporation and bylaws of the corporation.
Form 990, Part VI, Line 11b: Form 990 Review Process
The 990 is prepared internally and reviewed by an independent accounting firm. The 990 is then reviewed by Executive Director, President & CEO, CFO, VP System Change Management & CCO, VP Human Resources, and Overlake Hospital Medical Center Finance Committee. A public disclosure copy is distributed to the Foundation Board members prior to submission to the IRS.
Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts
Board members and management annually sign a statement which affirms that such person: 1) has received a copy of the Conflict of Interest Policy, 2) has read and understands the policy, 3) has agreed to comply with the policy, and 4) understands that the corporation is a charitable organization and that in order to maintain their federal tax exemption they must avoid conflicts of interest and engage primarily in activities which accomplish one or more of their tax-exempt functions. A list of all financial interests or other relationships with any organization that has, or can be reasonably expected to have, a transaction with the corporation, competes against the corporation, or whose interest materially conflicts with the interest of the corporation is submitted annually to the Overlake Hospital Medical Center Compliance Officer for review. The Compliance Officer summarizes any conflicts of interest and discusses these results with the Chair of the Audit & Compliance Committee, CEO, Overlake Hospital Medical Center VP Human Resources and General Counsel. This information is also shared with the Board Chairman, Chair-Elect, Committee Chairs, and the CFO. At Board meetings, members are expected to recuse themselves from voting on issues when there is a conflict of interest.
Form 990, Part VI, Line 15a: Compensation Review & Approval Process - CEO, Top Management
Overlake's policy and process for Executive Compensation is fully documented in the "Executive Compensation Administration and Compliance Manual". This manual details the charter of the Compensation Committee of the Board, the compensation philosophy and how salary increases, incentives, benefits and perquisites are administered. Compensation Committee members are independent board members as required by the Charter and By-laws. The process includes an independent consultant who works directly for the Compensation Committee and review of comparable data from external sources. All compensation related decisions for the Foundation's Executive Director Mary Beth Stearns are deliberated and voted on by the Compensation Committee and documented in the minutes of the meeting. Officers J. Michael Marsh, Craig Hendrickson and Gary McLaughlin are paid by related affiliate Overlake Hospital Medical Center. The last compensation review was completed in December 2013.
Form 990, Part VI, Line 15b: Compensation Review and Approval Process for Officers and Key Employees
Overlake's policy and process for Executive Compensation is fully documented in the "Executive Compensation Administration and Compliance Manual" which was last updated April 2012. This manual details the charter of the Compensation Committee of the Board, the compensation philosophy and how salary increases, incentives, benefits and prerequisites are administered. Compensation Committee members are independent board members as required by the Charter and By-laws. The process includes an independent consultant who works directly for the Compensation Committee and a review of comparable data from external sources. All compensation related decisions for the CEO, COO and Vice Presidents and Foundation Executive Director are discussed, deliberated and voted on by the Compensation Committee and documented in the minutes of the meeting. Officers Craig Hendrickson and Gary McLaughlin are paid by related affiliate Overlake Hospital Medical Center.
Form 990, Part VI, Line 19: Other Organization Documents Publicly Available
Overlake Hospital Foundation makes its governing documents, conflict of interest policy, and audited financial statements available through the Hospital's administration office.
Form 990, Part I, Line 6
Overlake Hospital Foundation had 25 board members that volunteered their time as board members during the year. Another 10 volunteers assisted with special events.
Form 990, Part V, Line 2a and 2b
Employees are paid through the use of a common paymaster and reported on the Form W-3 and other required filings of Overlake Hospital Medical Center.
Form 990, Part V, Line 7g and 7h
Overlake Hospital Foundation did not receive any contributions of intellectual property, cars, boats, airplanes, or other vehicles.
Form 990, Part VII
Overlake Hospital Foundation staff are paid by its related organization (Overlake Hospital Medical Center) through a common paymaster. These payroll expenses are charged to Overlake Hospital Foundation.
From 990, Part VII, line 27 & 28
Craig Hendrickson was President & CEO through April 2014. J. Michael Marsh was President & CEO effective April 2014.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.