Attach to Form 990 or Form 990-EZ.
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 listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| Total | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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 VI.).. | ||||||
| 11 | Total support Add lines 7 through 10. | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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 VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e | Discount claimed for blockage or other factors (explain in detail in Part VI): | |||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| 7 | Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions) | |||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2014 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2014 |
(iii) Distributable Amount for 2014 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2014 from Section C, line 6 |
||||
|
2
Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions) |
||||
| 3 Excess distributions carryover, if any, to 2014: | ||||
| a From 2009.......X | ||||
| b From 2010.......X | ||||
| c From 2011.......X | ||||
| d From 2012.......X | ||||
| e From 2013....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2014 distributable amount | ||||
|
i
Carryover from 2009 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2014 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2014 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions) |
||||
|
6
Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions) |
||||
|
7 Excess distributions carryover to 2015. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a From 2010.......X | ||||
| b From 2011.......X | ||||
| c From 2012.......X | ||||
| d From 2013....... | ||||
| e From 2014....... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|
| 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, LINE 1 & PART III, LINE 1 | DESCRIPTION OF ORGANIZATION'S MISSION COMMUNITY PHYSICIANS ASSOCIATES, INC. (CPA) PROVIDES PRIMARY CARE AND SPECIALIST HEALTHCARE SERVICES IN THE COMMUNITY AND IS AN AFFILIATE OF BETH ISRAEL DEACONESS HOSPITAL - MILTON (BID-MILTON) IN MILTON, MASSACHUSETTS. CPA IS DEDICATED TO PROVIDING HIGH-QUALITY, CUTTING-EDGE CARE TO PATIENTS IN THE COMMUNITIES WHERE THEY LIVE AND WORK, REGARDLESS OF THEIR RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, NATIONAL ORIGIN, ANCESTRY, AGE, OR DISABILITY. BETH ISRAEL DEACONESS HOSPITAL - MILTON (BID-MILTON OR HOSPITAL) AND AFFILIATES ARE COMMITTED TO IMPROVING THE HEALTH OF OUR COMMUNITY BY PROVIDING HIGH QUALITY, PERSONALIZED HEALTH CARE WITH COMPASSION, DIGNITY AND RESPECT FOR PATIENT RIGHTS IN A COST EFFECTIVE AND SAFE ENVIRONMENT. THE HOSPITAL STRIVES TO CONTINUOUSLY IMPROVE ITS PERFORMANCE TO BETTER SERVE THE COMMUNITY. MILTON HOSPITAL FOUNDATION IS THE SOLE MEMBER OF COMMUNITY PHYSICIANS ASSOCIATES, INC. (CPA). |
| FORM 990 PART III LINE 4A | ORTHOPAEDIC CARE: DURING THE PERIOD COVERED BY THIS FILING, CPA HELPED MEET COMMUNITY NEEDS FOR ORTHOPAEDIC CARE BY EMPLOYING TWO ORTHOPAEDIC SURGEONS WITH AN OFFICE LOCATION IN MILTON, MA. ORTHOPAEDIC CARE INCLUDES SURGICAL, PRE- AND POST-SURGICAL CARE AND NON-SURGICAL INTERVENTIONS IN AREAS INCLUDING JOINT PAIN/JOINT REPLACEMENT, SPORTS MEDICINE, FRACTURE CARE, KNEE, SHOULDER AND ELBOW SURGERY, ARTHROSCOPIC SURGERY AND TREATMENT FOR OTHER FORMS OF BONE AND JOINT CONDITIONS. MEDICAL STAFF PROVIDED 2979 PATIENT VISITS AND PERFORMED 425 ORTHOPAEDIC SURGICAL PROCEDURES. IN ADDITION, IN CONJUNCTION WITH BID-MILTON, THE ORTHOPAEDIC MEDICAL STAFF PROVIDED FREE COMMUNITY OUTREACH/COMMUNITY BENEFITS SERVICES DURING THE PERIOD COVERED BY THIS FILING. A SPORTS MEDICINE SPECIALIST OFFERED A FREE SPORTS INJURY ASSESSMENT CLINIC TO STUDENT ATHLETES. THE MISSION OF THE SPORTS INJURY CLINIC WAS TO PROVIDE A COST-EFFICIENT MEANS FOR STUDENT-ATHLETES TO RECEIVE CARE FOR SPORTS-RELATED INJURIES BEFORE MORE SERIOUS ISSUES DEVELOP, OR SIMPLY TO PROVIDE ASSURANCE ABOUT THE SEVERITY OF A PARTICULAR INJURY. INJURY ASSESSMENTS AND INTERVENTIONS WERE PROVIDED FREE AND WITHOUT NEED FOR A REFERRAL FROM A PHYSICIAN, AND SERVED AS A STARTING POINT FOR PURSUING PROPER TREATMENT AND REHABILITATION PATHS WHEN NECESSARY. IN ADDITION, COMMUNITY HEALTH LECTURES ON TOPICS SUCH AS JOINT PAIN AND SPORTS INJURIES WERE OFFERED AT NO CHARGE TO THE COMMUNITY IN CONJUNCTION WITH BID-MILTON'S COMMUNITY EDUCATION SERIES. |
| FORM 990, PART III, 4B | OTHER SPECIALTY CARE SERVICES: ADDITIONAL SUBSPECIALTIES OFFERED BY CPA ADDRESSED GAPS IN MUCH-NEEDED MEDICAL CARE WITHIN MILTON AND SURROUNDING COMMUNITIES. SUBSPECIALTIES INCLUDED PULMONARY CARE, PROVIDED BY TWO CPA PULMONOLOGISTS. PULMONARY CARE ALSO INCLUDED SLEEP MEDICINE, OFFERED IN CONJUNCTION WITH SLEEP HEALTH CENTERS AT BETH ISRAEL DEACONESS HOSPITAL-MILTON, TO ASSESS FOR SLEEP DISORDERS SUCH AS SLEEP APNEA, INSOMNIA, RESTLESS LEG SYNDROME AND OTHER SLEEP DISORDERS. MEDICAL STAFF PROVIDED 1364 OUTPATIENT VISITS FOR VARIOUS TYPES OF LUNG CONDITIONS, INCLUDING CHRONIC OBSTRUCTIVE PULMONARY DISEASE (COPD), ONE OF THE MOST COMMON REASONS FOR HOSPITAL RE-ADMISSIONS AT BID-MILTON. CPA ALSO PROVIDES NEUROLOGY SERVICES, WITH A NEUROLOGIST WHO HEADS THE STROKE RESPONSE AND TREATMENT COMMITTEE. DURING THE PERIOD COVERED BY THIS FILING, THERE WERE 242 STROKE CODES CALLED, 861 NEUROLOGY CONSULTS PROVIDED AND 384 EMG/EEG PERFORMED. |
| FORM 990, PART III, 4C | PRIMARY CARE SERVICES: DURING FISCAL YEAR 2015, COMMUNITY PHYSICIAN ASSOCIATES (CPA) EMPLOYED ONE PRIMARY CARE PHYSICIAN, A FAMILY PRACTITIONER, LOCATED IN RANDOLPH, MA. PRIMARY CARE PHYSICIANS (PCPS) ARE COMMUNITY BASED MEDICAL DOCTORS WHO GENERALLY PROVIDE THE FIRST CONTACT FOR A PATIENT WITH A NON-EMERGENT UNDIAGNOSED HEALTH CONCERN, AS WELL AS CONTINUING CARE FOR A VARIETY OF MEDICAL CONDITIONS, KEEPING CARE IN THE COMMUNITY WHEN IT IS APPROPRIATE. WHEN ADVANCED CARE IS NEEDED, CPA PROVIDES CONVENIENT ACCESS TO HIGH-QUALITY COMMUNITY CARE AT ITS AFFILIATE, BID-MILTON, AND LEADING-EDGE TREATMENT FROM BETH ISRAEL DEACONESS MEDICAL CENTER, A WORLD RENOWNED TERTIARY CARE ACADEMIC MEDICAL CENTER AND THE SOLE MEMBER OF BID-MILTON. DURING FY 2015 CPA PROVIDED 2433 FAMILY PRACTICE PATIENT OFFICE VISITS. |
| FORM 990, PART IV, QUESTION 12 AND 12A | STATEMENT RE AUDITED FINANCIAL STATEMENTS THE BOSTON, MA OFFICE OF KPMG ISSUED AN UNQUALIFIED OPINION ON THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF THE MEDICAL CENTER AND AFFILIATES FOR FISCAL YEAR ENDED SEPTEMBER 30, 2015. THESE STATEMENTS WERE PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) AND INCLUDED THE ACCOUNTS OF THE MEDICAL CENTER AND ITS SUBSIDIARIES, (BETH ISRAEL DEACONESS HOSPITAL - MILTON, INC. (BID-MILTON), COMMUNITY PHYSICIAN ASSOCIATES, MEDICAL CARE OF BOSTON MANAGEMENT CORPORATION, D/B/A AFFILIATED PHYSICIANS GROUP (APG), BETH ISRAEL DEACONESS HOSPITAL - NEEDHAM, INC. (BID-NEEDHAM), BETH ISRAEL DEACONESS HOSPITAL - PLYMOUTH, INC. (BID-PLYMOUTH), AND HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER, INC. (HMFP), THE DEDICATED PHYSICIAN PRACTICE OF THE MEDICAL CENTER AND AN ENTITY INTEGRALLY RELATED TO HELPING THE MEDICAL CENTER ACCOMPLISH ITS CHARITABLE PURPOSES, AS WELL AS ALL ENTITIES FOR WHICH THESE ENTITIES SERVE AS MEMBER). |
| FORM 990, PART V, QUESTION 7G | CONTRIBUTIONS OF INTELLECTUAL PROPERTY COMMUNITY PHYSICIANS ASSOCIATES, INC. DID NOT RECEIVE ANY CONTRIBUTIONS OF INTELLECTUAL PROPERTY AND AS SUCH, WAS NOT REQUIRED TO FILE FORM 8899. |
| FORM 990, PART V, QUESTION 7H | CONTRIBUTIONS OF CARS, BOATS, AIRPLANES AND OTHER VEHICLES COMMUNITY PHYSICIANS ASSOCIATES, INC. DID NOT RECEIVE ANY CONTRIBUTIONS OF CARS, BOATS, AIRPLANES OR OTHER VEHICLES AND AS SUCH, WAS NOT REQUIRED TO FILE FORM 1098-C. |
| FORM 990, PART VI, SECTION A, LINE 2 | BUSINESS AND FAMILY RELATIONSHIPS AS NOTED IN VARIOUS NARRATIVE DISCLOSURES WHICH SUPPORT THIS FORM 990 AND RELATED SCHEDULES, CAREGROUP, INC. (CAREGROUP) IS A MASSACHUSETTS NON-PROFIT CORPORATION EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. CAREGROUP'S PURPOSE IS TO OVERSEE THE FINANCIAL WELL-BEING OF THE AFFILIATED ENTITIES WHICH MAKE UP THE CAREGROUP SYSTEM. CAREGROUP SERVES AS THE SOLE MEMBER AND A SUPPORT ORGANIZATION OF BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC OR MEDICAL CENTER). BIDMC IS THE SOLE MEMBER OF BETH ISRAEL DEACONESS HOSPITAL - NEEDHAM, INC. (BIDN), MEDICAL CARE OF BOSTON MANAGEMENT CORPORATION, D/B/A AFFILIATED PHYSICIANS GROUP (APG), BETH ISRAEL DEACONESS HOSPITAL - MILTON, INC. (BID-MILTON), BETH ISRAEL DEACONESS HOSPITAL - PLYMOUTH, INC. (BID-MILTON) AND JORDAN HEALTH SYSTEMS, INC. (JHSI). IN ADDITION, HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER, INC. (HMFP) IS THE DEDICATED PHYSICIAN PRACTICE OF THE MEDICAL CENTER AND AN ENTITY INTEGRALLY RELATED TO HELPING THE MEDICAL CENTER ACCOMPLISH ITS CHARITABLE PURPOSES. CAREGROUP ALSO SERVES AS THE SOLE MEMBER AND A SUPPORT ORGANIZATION OF NEW ENGLAND BAPTIST HOSPITAL (NEBH) AND MOUNT AUBURN HOSPITAL (MAH), WHICH IN TURN SERVE AS THE SOLE MEMBER OF NEW ENGLAND BAPTIST MEDICAL ASSOCIATES (NEBMA) AND MOUNT AUBURN PROFESSIONAL SERVICES (MAPS), RESPECTIVELY. EACH OF THE ENTITIES LISTED IN THIS PARAGRAPH MAY, IN TURN, SERVE AS MEMBER OF ADDITIONAL ENTITIES WITHIN THE CAREGROUP NETWORK OF AFFILIATES. TWO OR MORE OF THE PERSONS LISTED IN THIS FORM 990 PART VII HAVE A BUSINESS RELATIONSHIP WITH EACH OTHER BY VIRTUE OF SITTING ON ONE OR BOARDS OF DIRECTORS/TRUSTEES OR BY SERVING IN AN EMPLOYMENT RELATIONSHIP WITH ONE OR MORE ENTITIES WITHIN THE CAREGROUP NETWORK OF AFFILIATED ORGANIZATIONS. ADDITIONAL DETAIL IS PROVIDED IN THE EXPLANATORY NOTES TO THIS FORM 990 SCHEDULE J. |
| FORM 990, PART VI, SECTION A, LINE 6 | STATEMENT RE MEMBERS OR STOCKHOLDERS MILTON HOSPITAL FOUNDATION (THE MEMBER) IS THE SOLE CORPORATE MEMBER OF COMMUNITY PHYSICIANS ASSOCIATES, INC. (CPA). ANY ACTION REQUIRED OR PERMITTED TO BE TAKEN BY THE MEMBER MAY ALSO BE TAKEN BY BETH ISRAEL DEACONESS MEDICAL CENTER, INC. AS THE SOLE CORPORATE MEMBER OF THE MEMBER. THE BOARD OF DIRECTORS OF CPA SHALL CONSIST OF THOSE INDIVIDUALS SERVING FROM TIME TO TIME AS THE BOARD OF DIRECTORS OF BID-MILTON. |
| FORM 990, PART VI, SECTION A, LINE 7A | STATEMENT RE ELECTION OF MEMBERS OF GOVERNING BODY ADDITIONALLY, PURSUANT TO THE COMMUNITY PHYSICIANS ASSOCIATES, INC.BY-LAWS, BID-MILTON HAS THE FOLLOWING RIGHTS: 1. THE MEMBER SHALL HAVE THE FOLLOWING RESERVED POWERS (THE "MEMBER RESERVED POWERS"), WHICH IT MAY EXERCISE ON ITS OWN INITIATIVE UPON A TWO-THIRDS (2/3) VOTE OF DIRECTORS ELIGIBLE TO VOTE ON ITS BOARD OF DIRECTORS, WITH OR WITHOUT THE APPROVAL OF THE BOARD OF DIRECTORS OF THE CORPORATION, OR UPON A MAJORITY VOTE OF ITS DIRECTORS ELIGIBLE TO VOTE IN THE EVENT THE BOARD OF DIRECTORS OF THE CORPORATION HAS RECOMMENDED ANY OF THE LISTED ACTIONS: A) ESTABLISH OR MODIFY THE COMPENSATION OF, AND/OR REMOVE THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE CORPORATION ("PRESIDENT/CEO") UPON PRIOR CONSULTATION WITH THE BOARD OF DIRECTORS OF THE CORPORATION; B) AMEND THE BY-LAWS OR ARTICLES OF ORGANIZATION OF THE CORPORATION; C) CAUSE THE CORPORATION TO ENTER INTO (I) MANAGED CARE CONTRACTS, OTHER PAYER AGREEMENTS, EXCLUSIVE CONTRACTS, AGREEMENTS-NOT-TO-COMPETE, OR SIMILAR ARRANGEMENTS, (II) CONTRACTS FOR MANAGEMENT SERVICES WITH POTENTIALLY SIGNIFICANT MULTI-YEAR BUDGETARY IMPACT, OR (III) OTHER MULTI-YEAR SERVICE CONTRACTS WITH POTENTIALLY SIGNIFICANT MULTI-YEAR BUDGETARY IMPACT; D) MERGE OR OTHERWISE CONSOLIDATE THE CORPORATION WITH ANOTHER ENTITY; E) DISPOSE OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY AND ASSETS OF THE CORPORATION, OR DISPOSE OF ANY SUBSIDIARY OR AFFILIATED CORPORATIONS OF THE CORPORATION; F) CREATE OR ACQUIRE A SUBSIDIARY OR AFFILIATED CORPORATION OF THE CORPORATION; G) DISCONTINUE OR INSTITUTE A CLINICAL DEPARTMENT OR DEPARTMENTS OR PROGRAMS, WHEN THE CONTINUED OPERATION OF OR FAILURE TO INSTITUTE SUCH DEPARTMENT(S) OR PROGRAM(S) COULD REASONABLY BE ANTICIPATED TO MATERIALLY AND ADVERSELY AFFECT THE FINANCIAL STATUS OF THE CORPORATION OR ITS ABILITY TO CONTINUE TO CONDUCT ITS BUSINESS; H) TO THE EXTENT LEGALLY PERMISSIBLE, TAKE SUCH ACTIONS TO CAUSE ASSETS OF THE CORPORATION TO BE TRANSFERRED, OTHER THAN IN THE ORDINARY COURSE OF CONDUCT OF CORPORATION BUSINESS, TO THE CORPORATION TO ADVANCE THE CHARITABLE PURPOSES OF THE MEMBER OR THE CORPORATION; AND I) DISSOLVE THE CORPORATION TO THE EXTENT PERMITTED BY LAW. |
| FORM 990, PART VI, SECTION A, LINE 7B | STATEMENT RE DECISION OF GOVERNING BODY SUBJECT TO APPROVAL IN ADDITION, THE FOLLOWING ACTIONS OF THE HOSPITAL'S BOARD OF DIRECTORS REQUIRE THE PRIOR APPROVAL OF THE MEMBER: A) ANY ACTION LISTED AS A MEMBER RESERVED POWER; B) APPROVAL OF THE STRATEGIC, FINANCIAL AND OPERATIONAL PLANS FOR THE CORPORATION; C) APPROVAL OF THE ANNUAL OPERATING AND CAPITAL BUDGETS FOR THE CORPORATION; D) CAPITAL EXPENDITURES BEYOND THE APPROVED CAPITAL BUDGET, PROVIDED, HOWEVER, THAT THE MEMBER WILL APPROVE THROUGH A STANDING RESOLUTION CAPITAL EXPENDITURES NOT INCLUDED IN AN APPROVED CAPITAL BUDGET SO LONG AS IN ANY FISCAL YEAR SUCH CAPITAL EXPENDITURES ARE NOT IN THE AGGREGATE IN EXCESS OF FIVE PERCENT (5%) OF THE MOST RECENT APPROVED ANNUAL CAPITAL BUDGET; E) THE BORROWING OF, OR INCURRENCE OF DEBT IN, ANY AMOUNT OTHER THAN (I) FOR PURPOSES OF SECURING WORKING CAPITAL FROM A LENDER WHICH SHALL HAVE BEEN APPROVED BY THE MEMBER AND PURSUANT TO THEN EXISTING LOAN DOCUMENTATION CONTAINING THE TERMS AND PROVISIONS RELATING TO SUCH BORROWING WHICH SHALL HAVE BEEN APPROVED BY THE MEMBER, AND (II) DEBT INCURRED IN THE ORDINARY COURSE OF BUSINESS WHICH IS ANTICIPATED IN AND CONSISTENT WITH THE ANNUAL OPERATING BUDGET OR A CAPITAL BUDGET WHICH SHALL HAVE BEEN APPROVED BY THE MEMBER FOR THE YEAR IN WHICH INCURRED FOR THE CORPORATION; F) THE APPOINTMENT OF THE INDEPENDENT AUDITOR AND APPROVAL OF THE INDEPENDENT FINANCIAL AUDITS; G) ENTRY INTO MANAGED CARE CONTRACTS, EXCLUSIVE CONTRACTS AND OTHER MULTI-YEAR MATERIAL CONTRACTS; H) ENTRY INTO ANY PARTNERSHIP/AFFILIATION ARRANGEMENTS OR JOINT VENTURE PROPOSALS; I) THE CREATION, ACQUISITION OR DISPOSAL OF ANY SUBSIDIARY OR AFFILIATED CORPORATION; J) THE ADDITION OR ELIMINATION OF ANY CLINICAL DEPARTMENTS OR PROGRAMS; AND K) AMENDMENTS TO THE BY-LAWS OR ARTICLES OF ORGANIZATION OF THE CORPORATION. |
| FORM 990, PART VI, SECTION B, LINE 11 | FORM 990 REVIEW PROCESS PRIOR TO FILING THE FORM 990, RELATED SCHEDULES AND REQUIRED DISCLOSURES (RETURN), THE RETURN IS REVIEWED BY BID-MILTON'S CHIEF FINANCIAL OFFICER, THE TAX DIRECTOR OF CAREGROUP, AND THE RETURN IS REVIEWED AND SIGNED BY DELOITTE TAX, LLP. AS NOTED IN THIS RETURN, CAREGROUP IS THE SOLE MEMBER AND A SUPPORT ORGANIZATION OF BETH ISRAEL DEACONESS MEDICAL CENTER WHICH IS, IN TURN, THE SOLE MEMBER OF BID-MILTON AND THE MILTON HOSPITAL FOUNDATION. THE COMPLETE FORM 990, INCLUDING ALL SCHEDULES AND ATTACHMENTS, IS PRESENTED TO THE BID-MILTON COMPLIANCE, AUDIT AND RISK COMMITTEE FOR REVIEW AND DISCUSSION. A COPY OF THE COMPLETE RETURN IS THEN PROVIDED TO EACH MEMBER OF THE BID-MILTON AND CPA BOARD OF DIRECTORS PRIOR TO SUBMISSION TO THE INTERNAL REVENUE SERVICE. |
| FORM 990, PART VI, SECTION B, LINE 12 | EXPLANATION OF MONITORING AND ENFORCEMENT OF CONFLICTS AS PREVIOUSLY NOTED IN THE FILING, MILTON HOSPITAL FOUNDATION IS THE SOLE MEMBER OF COMMUNITY PHYSICIANS ASSOCIATES, INC. (CPA), AND AN ORGANIZATION EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. CPA HAS NOT FORMALLY ADOPTED ITS WRITTEN CONFLICT OF INTEREST POLICY; HOWEVER, IT FOLLOWS THE CONFLICT OF INTEREST POLICY APPROVED BY THE BOARD OF BETH ISRAEL DEACONESS HOSPITAL - MILTON (BID-MILTON OR HOSPITAL) AND THAT PROCESS IS DESCRIBED BELOW. BETH ISRAEL DEACONESS HOSPITAL - MILTON (BID-MILTON OR HOSPITAL) HAS A WRITTEN, COMPREHENSIVE CONFLICT OF INTEREST POLICY. PURSUANT TO THAT POLICY, ALL OFFICERS, DIRECTORS AND KEY EMPLOYEES OF BID-MILTON ARE ASKED TO COMPLETE AN ANNUAL CONFLICT OF INTEREST FORM WHICH IS DESIGNED TO REQUIRE DISCLOSURE OF ANY BUSINESS RELATIONSHIPS MAINTAINED BY OFFICERS, DIRECTORS OR KEY EMPLOYEES AND THEIR FAMILY MEMBERS AND WHICH MAY RESULT IN A CONFLICT OF INTEREST. BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC) IS A TERTIARY CARE ACADEMIC MEDICAL CENTER EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND IS THE SOLE MEMBER OF BID-MILTON. THE BIDMC OFFICE OF COMPLIANCE AND BUSINESS CONDUCT ADMINISTERS A CONFLICT OF INTEREST QUESTIONNAIRE PROCESS ANNUALLY IN CONJUNCTION WITH THE BID-MILTON OFFICE OF COMPLIANCE AND PROVIDES A SUMMARY OF POSITIVE RESPONSES TO BID-MILTON'S COMPLIANCE OFFICER FOR REVIEW AND DETERMINATION OF ANY POTENTIAL OR ACTUAL CONFLICT. ANY ACTIVITY THAT REQUIRES ACTION UNDER THE CONFLICT OF INTEREST POLICY IS SUBJECT TO ONGOING REVIEW BY BID-MILTON. PURSUANT TO THE CONFLICT OF INTEREST POLICY, CERTAIN ACTIVITIES WHICH COULD CREATE CONFLICTS OF INTEREST ARE PROHIBITED WHILE OTHER TYPES OF RELATIONSHIPS ARE PERMITTED, SUBJECT TO COMPLIANCE WITH A PLAN TO REQUIRE DISCLOSURE AND RECUSAL, INCLUDING APPROPRIATE DOCUMENTATION IN THE MINUTES. IN ADDITION TO THE CONFLICT OF INTEREST PROCESS OUTLINED ABOVE, THE CAREGROUP TAX DEPARTMENT ISSUES AN ANNUAL TAX QUESTIONNAIRE TO ALL CURRENT AND FORMER MEMBERS OF THE BID-MILTON BOARD OF DIRECTORS AS WELL AS CURRENT AND FORMER BID-MILTON OFFICERS AND KEY EMPLOYEES. THE TAX QUESTIONNAIRE IS DESIGNED TO GATHER THE INFORMATION NECESSARY FOR THE HOSPITAL TO COMPLETELY AND ACCURATELY PROCESS AND COMPLETE FORM 990 SCHEDULE L, TRANSACTIONS WITH INTERESTED PERSONS AND FORM 990 PART VI QUESTION 2, FAMILY AND BUSINESS RELATIONSHIPS BETWEEN OFFICERS, DIRECTORS/TRUSTEES AND KEY EMPLOYEES. |
| FORM 990, PART VI, SECTION B, LINE 15 | DESCRIPTION OF PROCESS TO DETERMINE COMPENSATION OF THE ORGANIZATIONS CEO AND OTHER OFFICERS AND KEY EMPLOYEES COMMUNITY PHYSICIANS ASSOCIATES, INC. (CPA) HAS A COMPENSATION COMMITTEE THAT IS COMPOSED OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS. ALL MEMBERS ARE INDEPENDENT. THE CPA COMPENSATION COMMITTEE ESTABLISHES THE POLICIES AND THE COMPENSATION STRUCTURE OF THE CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) AND IS RESPONSIBLE FOR ASSURING THAT THE TOTAL COMPENSATION PROVIDED TO THESE INDIVIDUALS IS FAIR AND REASONABLE USING CURRENT AND CREDIBLE MARKET PRACTICE INFORMATION AND THAT IT COMPLIES WITH APPLICABLE LEGAL AND REGULATORY GUIDELINES. IF, HOWEVER, EITHER OF THESE INDIVIDUALS SERVES IN THE CAPACITY AS CPA CEO OR CFO WHILE SIMULTANEOUSLY SERVING IN THAT SAME POSITION AT BETH ISRAEL DEACONESS HOSPITAL - MILTON (BID-MILTON OR HOSPITAL), THE BID-MILTON COMPENSATION COMMITTEE IS THEN RESPONSIBLE FOR SETTING THAT INDIVIDUAL'S COMPENSATION AS REPORTED IN THE HOSPITAL'S TAX FILING. AS NOTED ELSEWHERE IN THIS FILING, BID-MILTON IS AN AFFILIATE HOSPITAL EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE COMPENSATION COMMITTEE MEETS TO REVIEW THE COMPENSATION STRUCTURE OF THE INDIVIDUALS DESCRIBED ABOVE AND SIMULTANEOUSLY REVIEWS COMPENSATION SURVEY DATA PREPARED BY AN INDEPENDENT COMPENSATION CONSULTING FIRM THAT REGULARLY ASSESSES EXECUTIVE COMPENSATION AND BENEFITS OF SIMILAR ORGANIZATIONS. TO ENSURE INDEPENDENCE, NO CPA STAFF ARE PRESENT FOR THESE DISCUSSIONS. THE PRESIDENT OF CPA IS RESPONSIBLE FOR SETTING THE COMPENSATION OF THE EXECUTIVE DIRECTOR AND RELIES UPON WRITTEN COMPENSATION SURVEY/STUDIES PRODUCED BY AN INDEPENDENT COMPENSATION CONSULTING FIRM THAT REGULARLY ASSESSES EXECUTIVE COMPENSATION AND BENEFITS OF SIMILAR ORGANIZATIONS TO DETERMINE REASONABLE FAIR MARKET VALUE TERMS. |
| FORM 990, PART VI, SECTION C, LINE 19 | OTHER ORGANIZATION DOCUMENTS PUBLICLY AVAILABLE THE GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST AT THE FOLLOWING LOCATION: COMMUNITY PHYSICIANS ASSOCIATES, INC. 199 REEDSDALE ROAD MILTON, MA 02186 |
| FORM 990, PART IX, LINE 11G | PURCHASED MEDICAL SERVICES: PROGRAM SERVICE EXPENSES 427,551. MANAGEMENT AND GENERAL EXPENSES 9,181. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 436,732. |
| FORM 990, PART XI, LINE 9: | CHANGE IN EQUITY IN PARTNERSHIPS 4,011,678. |
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