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
MICHIGAN HEALTH CONNECT
Employer identification number
27-2538408
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.") .
170,001
835,716
717,775
865,990
1,009,385
3,598,867
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......
700,000
85,000
1,513,259
3,095,338
4,302,032
9,695,629
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.
870,001
920,716
2,231,034
3,961,328
5,311,417
13,294,496
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.)
13,294,496
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...
870,001
920,716
2,231,034
3,961,328
5,311,417
13,294,496
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.)..
870,001
920,716
2,231,034
3,961,328
5,311,417
13,294,496
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
MICHIGAN HEALTH CONNECT
Employer identification number
27-2538408
Return Reference
Explanation
FORM 990
ALL LINES LEFT BLANK ARE NOT APPLICABLE TO THE ORGANIZATION.
FORM 990, PAGE 2, PART III, LINE 4A
AND THE COMMUNITY HEALTH RECORD, THIS PAST YEAR MHC ADDED IMMUNIZATION DELIVERY AND REPORTABLE LABS DELIVERY WITH THE STATE, A BEHAVIORAL HEALTH REFERRAL NETWORK, ADMISSION AND DISCHARGE NOTIFICATIONS, AND DIRECT HISP SERVICES. MHC'S BUSINESS MODEL CONTINUES TO BE FOCUSED ON MAKING SERVICES AND SOLUTIONS AVAILABLE TO INDEPENDENT COMMUNITY PROVIDERS AND CLINICS WHO CARE FOR THE POOR/UNINSURED/UNDERINSURED AT NO COST TO MAKE SURE THERE ARE NO DISPARITIES OF HIE CAPABILITY BASED ON AN ABILITY TO PAY. THESE NO COST SERVICES AND SOLUTIONS INCLUDE REFERRALS, DIRECT CLINICAL MESSAGING, RESULTS DELIVERY TO EMR OR INBOX, LAB AND RADIOLOGY ORDERING, EVENT NOTIFICATIONS, COMMUNITY HEALTH RECORD QUERY ACCESS, AND STATE REGISTRY SUBMISSIONS (IMMUNIZATIONS, REPORTABLE LABS, SYNDROMIC SURVEILLANCE). MHC'S COMMUNITY HEALTH RECORD SOLUTION NOW INCLUDES OVER 3.6 MILLION PATIENTS IN THE DATABASE AND IS ADDING OVER 2 MILLION CLINICAL MESSAGES TO THE REPOSITORY EACH MONTH. WITH THE ADDITION OF RECENT HOSPITALS, MHC NOW COVERS ALL COUNTIES IN THE LOWER PENINSULA OF MICHIGAN BASED ON THE SERVICE AREA OF THOSE FACILITIES AND HAS EXPANDED SIGNIFICANTLY THE NUMBER OF PROVIDERS/ORGANIZATIONS CONNECTED THROUGH ITS SOLUTIONS.
FORM 990, PAGE 6, PART VI, LINE 6
THE CORPORATION IS ORGANIZED ON A MEMBERSHIP BASIS. 4.1 CLASSES OF MEMBERS. A. THERE SHALL BE TWO (2) CLASSES OF MEMBERS IN CORPORATION. THE TERM "MEMBERS" SHALL MEAN ANY PERSON ACCEPTED AS A MEMBER OF THE CORPORATION AND SIGNING THESE BYLAWS AS A MEMBER, OR HEREAFTER ADMITTED TO THE CORPORATION AS A MEMBER AS PROVIDED IN THESE BYLAWS, BUT DOES NOT INCLUDE ANY PERSON WHO HAS CEASED TO BE A MEMBER IN THE CORPORATION. THE TERM "TAX-EXEMPT MEMBER" MEANS THOSE MEMBERS THAT ARE EXEMPT FROM FEDERAL INCOME TAXATION, AS DEFINED BY THE CODE. THE TERM "MEMBERSHIP" MEANS ANY MEMBER'S INTEREST IN THE CORPORATION, INCLUDING, WITHOUT LIMITATION, THE RIGHTS INCIDENT THERETO, AND MAY BE EXPRESSED AS A PERCENTAGE OF THE WHOLE. 1)CLASS A MEMBERS. CLASS A MEMBERS ARE ENTITIES OR ORGANIZATIONS THAT ARE MATERIALLY INVOLVED IN THE PROVISION OF HEALTHCARE, PAYMENT FOR HEALTHCARE, OR OTHERWISE ARE COMMITTED TO ENSURING EFFICIENT, SAFE AND ACCESSIBLE HEALTHCARE THAT HAVE AGREED TO COMMIT SIGNIFICANT RESOURCES TO SUPPORT THE DEVELOPMENT AND OPERATION OF THE CORPORATION. ADDITIONAL ENTITIES MAY BE GRANTED STATUS AS A CLASS A MEMBER UPON THE TWO-THIRDS (2/3) MAJORITY APPROVAL OF THE EXISTING CLASS A MEMBERS, AND SUCH APPROVAL SHALL GRANT THE AUTHORITY FOR EXECUTION OF DOCUMENTS AS DEEMED APPROPRIATE. CRITERIA FOR CLASS A MEMBERS MAY INCLUDE: A) THE PROPOSED NEW CLASS A MEMBER SERVES A POPULATION OR SERVICE AREA NOT ALREADY REPRESENTED BY A CLASS A MEMBER; B) THE PROPOSED NEW CLASS A MEMBER HAS MADE A SUBSTANTIAL COMMITMENT TO HEALTH INFORMATION TECHNOLOGY, IN EXCESS OF THE MINIMAL BYLAWS OF MICHIGAN HEALTH CONNECT REQUIREMENTS FOR "MEANINGFUL USE" UNDER THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 AND ITS RELATED REGULATIONS; C) THE PROPOSED NEW CLASS A MEMBER HAS THE ABILITY, AND HAS COMMITTED TO, ALLOCATE FUNDS, PERSONNEL AND IN-KIND SUPPORT TO THE CORPORATION; D) THE PROPOSED NEW CLASS A MEMBER HAS TECHNOLOGICAL CAPABILITY TO PARTICIPATE IN A HEALTH INFORMATION EXCHANGE PURSUANT TO THE CORPORATION'S STANDARDS AT THE TIME IN QUESTION; E) THE PROPOSED NEW CLASS A MEMBER HAS A UNIQUE ABILITY TO SUBSTANTIALLY CONTRIBUTE TO THE ACCOMPLISHMENT OF THE CORPORATION'S PURPOSES; AND/OR F) THE PROPOSED NEW CLASS A MEMBER WILL, IN THE JUDGMENT OF THE BOARD, ADD VALUE TO THE CORPORATION. 2) CLASS B MEMBERS. CLASS B MEMBERS ARE HEALTHCARE PROVIDERS THAT SEND AND/OR RECEIVE ELECTRONIC MEDICAL INFORMATION VIA THE CORPORATION'S HEALTH INFORMATION EXCHANGE, AND OTHERS WHO HAVE A DEMONSTRATED INTEREST IN AND DESIRE TO SUPPORT THE CORPORATION, AND WHO HAVE SOUGHT MEMBERSHIP AND BEEN APPROVED BY THE BOARD AS CLASS B MEMBERS PURSUANT TO THE CRITERIA SPECIFIED BY THE BOARD FROM TIME TO TIME.
FORM 990, PAGE 6, PART VI, LINE 7A
EACH CLASS A MEMBER SHALL HAVE THE RIGHT TO DESIGNATE ONE (1) PERSON ("MEMBER'S DESIGNEE") TO PARTICIPATE ON THE BOARD. THE CLASS A MEMBERS SHALL, AT THE ANNUAL MEETING OF THE MEMBERS, NOMINATE THE MEMBER'S DESIGNEE(S) FOR ELECTION TO THE BOARD. IN THE EVENT A MEMBER'S DESIGNEE IS NOT ELECTED AT SUCH MEETING, OR IS REMOVED, RESIGNS OR OTHERWISE TERMINATES HIS OR HER POSITION AS A DIRECTOR FOR ANY REASON, THE MEMBER WHO DESIGNATED THE MEMBER'S DESIGNEE SHALL HAVE THE RIGHT TO NOMINATE A REPLACEMENT MEMBER'S DESIGNEE FOR ELECTION TO THE BOARD. CLASS B MEMBERS SHALL ELECT ONE (1) INDIVIDUAL TO THE BOARD BY A MAJORITY VOTE AT THE MEMBER'S ANNUAL MEETING. THE CHAIR OF THE CONSUMER/PATIENT ADVISORY COMMITTEE AND THE CHAIR OF THE PROVIDER COMMITTEE SHALL EACH BE MEMBERS OF THE BOARD EX OFFICIO, AND THE CHAIR OF THE INFORMATION PRIVACY AND SECURITY ADVISORY COMMITTEE SHALL BE A MEMBER OF THE BOARD EX OFFICIO WITHOUT VOTE.
FORM 990, PAGE 6, PART VI, LINE 7B
EACH CLASS A MEMBER SHALL ACT THROUGH A DESIGNATED AUTHORIZED REPRESENTATIVE. A. EACH CLASS A MEMBER MAY ELECT ONE INDIVIDUAL TO REPRESENT THAT MEMBER ON THE BOARD. IN THE EVENT ONE OR MORE CLASS A MEMBERS MERGES WITH OR IS ACQUIRED BY, OR OTHERWISE BECOMES SUBJECT TO THE CONTROL OF (OR COMMON CONTROL WITH) AN EXISTING CLASS A MEMBER, THE MERGED, ACQUIRED OR CONTROLLED ENTITY MAY REMAIN A CLASS A MEMBER, PROVIDED, THAT IN NO EVENT MAY SUCH RELATED ENTITIES CONSTITUTE GREATER THAN 50% OF A QUORUM OF MEMBERS PRESENT, NOR MAY THE CUMULATED VOTES OF SUCH RELATED ENTITY BE GREATER THAN 33% ON ANY GIVEN VOTE. B. CLASS A RESERVED POWERS. THE FOLLOWING ARE RESERVED POWERS WHICH REQUIRE A SUPER-MAJORITY APPROVAL OF TWO-THIRDS (2/3) OF THE CLASS A MEMBERS: 1) INVOLUNTARY REMOVAL OF A CLASS A MEMBER; AND 2) MERGER, CONSOLIDATION OR DISSOLUTION OF THE CORPORATION. C. EACH CLASS B MEMBER SHALL ACT THROUGH A DESIGNATED AUTHORIZED REPRESENTATIVE. CLASS B MEMBERS MAY AS A CLASS ELECT ONE DIRECTOR TO THE BOARD, BASED ON A MAJORITY VOTE OF A QUORUM AT THE ANNUAL MEMBER MEETING. D. CLASS B MEMBERS MAY VOTE ONLY ON THE FOLLOWING: 1) THE ELECTION OF THE CLASS B BOARD MEMBER 2) THE DISSOLUTION OF THE CORPORATION; AND 3) MERGER OF THE CORPORATION, AS PERMITTED UNDER THE MICHIGAN NONPROFIT CORPORATION ACT.
FORM 990, PAGE 6, PART VI, LINE 11B
A COPY OF THE FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS PRIOR TO FILING. THE REVIEW PROCESS FOR THIS FORM 990 IS AS FOLLOWS: 1. PREPARATION OF THE RETURN IS SUPERVISED AND REVIEWED BY THE EXECUTIVE DIRECTOR. 2. A SECOND REVIEW IS PERFORMED BY AN EXTERNAL CPA FIRM WITH EXPERTISE IN TAX EXEMPT RETURN PREPARATION. 3. THE ORGANIZATION'S EXECUTIVE DIRECTOR AND BOARD TREASURER REVIEW THE RETURN, ALONG WITH COMMENTS OR QUESTIONS RECEIVED BY MEMBERS OF THE BOARD OF DIRECTORS, IF ANY, TO ADDRESS OR TO INCORPORATE, AS APPROPRIATE, INTO THE RETURN PRIOR TO FILING.
FORM 990, PAGE 6, PART VI, LINE 12C
BOARD OF DIRECTORS 1. CONFLICTS OF INTEREST MUST BE DISCLOSED, BOTH VIA AN ANNUAL ELECTRONIC DISCLOSURE PROCESS AS WELL AS VERBALLY AT A BOARD MEETING PRIOR TO DISCUSSION OF ANY AGENDA ITEM WITH REGARD TO WHICH A BOARD MEMBER HAS A CONFLICT. 2. A PERSON HAVING A FINANCIAL INTEREST IN A PROPOSED TRANSACTION OR ARRANGEMENT MAY MAKE A PRESENTATION AT A MEETING OF THE BOARD OF DIRECTORS OR COMMITTEE CONSIDERING THAT TRANSACTION OR ARRANGEMENT, BUT AFTER THAT PRESENTATION HE OR SHE SHALL LEAVE THE MEETING DURING DISCUSSION AND VOTING ON THAT PROPOSED TRANSACTION OR ARRANGEMENT. THE PERSON HAVING THE FINANCIAL INTEREST SHALL NOT BE COUNTED IN DETERMINING WHETHER A QUORUM IS PRESENT. 3. THE CHAIRPERSON OF THE BOARD OF DIRECTORS OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE (INCLUDING OUTSIDE ADVISORS) TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND TO ADVISE WHETHER THE PROPOSED TRANSACTION OR ARRANGEMENT IS IN MICHIGAN HEALTH CONNECT'S BEST INTEREST. 4. THE BOARD OF DIRECTORS OR COMMITTEE SHALL EXERCISE DUE DILIGENCE TO DETERMINE WHETHER MICHIGAN HEALTH CONNECT CAN, WITH REASONABLE EFFORTS, OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. 5. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD OF DIRECTORS OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS AND MEMBERS WHETHER THE PROPOSED TRANSACTION OR ARRANGEMENT IS IN MICHIGAN HEALTH CONNECT'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO MICHIGAN HEALTH CONNECT, AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. 6. THE MINUTES OF THE MEETINGS OF THE BOARD OF DIRECTORS AND ALL COMMITTEES SHALL SET FORTH: A) THE NAMES OF THE PERSONS WHO DISCLOSED A FINANCIAL INTEREST IN A PROPOSED TRANSACTION OR ARRANGEMENT INVOLVING MICHIGAN HEALTH CONNECT OR ANY OF ITS SUBSIDIARIES AND THE NATURE OF THE FINANCIAL INTEREST; AND B) THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO SUCH TRANSACTION OR ARRANGEMENT, INCLUDING ANY DISCUSSION OF ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION WITH THAT MATTER. THE VOTES OF INDIVIDUAL MEMBERS NEED NOT BE RECORDED UNLESS OTHERWISE DIRECTED BY THE BOARD OF DIRECTORS OR COMMITTEE. MANAGEMENT 1. UPON ACCEPTANCE OF AN EMPLOYMENT OFFER, EACH MEMBER OF MANAGEMENT WILL COMPLETE A CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRE. A COPY OF THE MEMBER OF MANAGEMENT'S DISCLOSURE QUESTIONNAIRE IS SENT TO THE ORGANIZATION'S LEGAL DEPARTMENT AND IS ALSO MAINTAINED BY HUMAN RESOURCES IN THAT PERSON'S PERSONNEL FILE. 2. ANNUALLY, EACH MEMBER OF MANAGEMENT WILL COMPLETE AN ANNUAL CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRE ELECTRONICALLY. THE DISCLOSURE QUESTIONNAIRE IS REVIEWED BY THE LEGAL AND ORGANIZATIONAL INTEGRITY DEPARTMENTS. 3. THERE IS AN ONGOING REQUIREMENT THAT MEMBERS OF MANAGEMENT COMPLETE ANOTHER DISCLOSURE QUESTIONNAIRE AT ANY POINT DURING HIS/HER EMPLOYMENT WHEN A NEW POTENTIAL CONFLICT OF INTEREST ARISES. IF A MEMBER OF MANAGEMENT COMPLETES A DISCLOSURE QUESTIONNAIRE AS A RESULT OF A NEW POTENTIAL CONFLICT OF INTEREST, THAT DISCLOSURE QUESTIONNAIRE IS SUBMITTED TO THE LEGAL AND ORGANIZATIONAL INTEGRITY DEPARTMENTS FOR REVIEW. 4. THE LEGAL AND ORGANIZATIONAL INTEGRITY DEPARTMENTS, IN CONSULTATION WITH EXECUTIVE MANAGEMENT, DETERMINE HOW ANY REPORTED CONFLICTS SHOULD BE MANAGED. MANAGEMENT OF A CONFLICT MAY TAKE A VARIETY OF DIFFERENT FORMS FROM IMPLEMENTATION OF A MANAGEMENT PLAN TO REQUIRING THAT THE MEMBER OF MANAGEMENT CEASE THE ACTIVITY CREATING THE CONFLICT OR, IN EXTREME CASES, LEAVE ORGANIZATION'S EMPLOYMENT. MANAGEMENT IS DETERMINED ON AN INDIVIDUAL BASIS BASED UPON THE FACTS AND CIRCUMSTANCES SURROUNDING THE DISCLOSURE. THE PURPOSE OF CONFLICT MANAGEMENT IS TO PROVIDE TRANSPARENCY WITHIN THE ORGANIZATION AND TO ENSURE THAT THE ORGANIZATION'S EMPLOYEES ARE ALWAYS ACTING IN THE BEST INTEREST OF THE ORGANIZATION.
FORM 990, PAGE 6, PART VI, LINE 15A
COMPENSATION FOR THE EXECUTIVE DIRECTOR IS DETERMINED THROUGH INTERNAL BOARD DISCUSSIONS.
FORM 990, PAGE 6, PART VI, LINE 15B
THE ORGANIZATION DID NOT HAVE A PROCESS FOR DETERMINING COMPENSATION OF OTHER OFFICERS OR KEY EMPLOYEES AS THE ORGANIZATION DID NOT EMPLOY ANY OTHER OFFICERS OR KEY EMPLOYEES OTHER THAN THE ORGANIZATION'S EXECUTIVE DIRECTOR.
FORM 990, PAGE 6, PART VI, LINE 19
THE ORGANIZATION'S ARTICLES OF INCORPORATION HAVE BEEN PROVIDED TO THE STATE OF MICHIGAN AND ARE AVAILABLE TO THE PUBLIC ON THE STATE'S WEBSITE. THE ORGANIZATION'S BYLAWS AND INTERNAL POLICIES ARE GENERALLY NOT MADE AVAILABLE TO THE PUBLIC. AT THE TIME OF THIS FILING, THE FINANCIAL STATEMENTS HAVE NOT BEEN AVAILABLE TO THE PUBLIC BUT ARE REPRESENTED IN PARTS VIII, IX, AND X OF THIS FORM 990. THE ORGANIZATION SCHEDULES MEETINGS FOR THE PUBLIC ON A QUARTERLY BASIS. NOTIFICATIONS OF UPCOMING MEETINGS ARE PROMINENTLY DISPLAYED ON THE ORGANIZATION'S WEBSITE.
FORM 990, PART VII
SECTION A - COMPENSATION COMPENSATION AND BENEFITS ARE REPORTED USING THE MOST RECENT CALENDAR YEAR COMPENSATION DATA. THE COMPENSATION FIGURES REPORTED IN THESE SECTIONS ARE FOR THE YEAR ENDED DECEMBER 31, 2013.
FORM 990, PART IX, LINE 11G
4,044,667 242,364 0
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.