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: | 14000265 |
| Software Version: | 2014v6.0 |
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 VI, Line 4: Description of Significant Changes to Organizational Documents | ADOPTION OF UNIFORM BYLAWS BY EMHS MEMBER ORGANIZATIONS (FY 2015)As 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.SVH adopted Restated Bylaws in FY 2015.Impact on Board Structure and Key Operations This 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 boards 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 directors 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. Previously, 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, valuesb)Community health needs assessment within a population health contextc)Community benefit: planning, measuring, reportingd)Strategic planning in coordination with the EMHS processe)Compliance with IRS Form 990, conflict of interest policy, and independence requirementsf)Philanthropyg)Advocacy2)Committeesa.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 committees comprise: Finance (and where relevant, an 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 the 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 FrequencyUnder the uniform bylaws, Boards will meet at least four times annually. Provisions remain the same for holding special meetings.5)Fiduciary DutyThe uniform bylaws contain a straightforward affirmation of fiduciary duty consistent with Maine statutory law. 6) IndemnificationThe uniform bylaws set forth identical indemnification provisions for all Member OrganizationsSUMMARY OF AMENDMENTS TO EMHS MEMBER ORGANIZATION BYLAWSThe following is a summary and explanation of amendments to the EMHS MemberOrganization Bylaws.1. Article I Name, Purpose Registered Agent, Office, Seala. Add the following phrase to the end of Section 2 (Purposes and Disposition of Assets) to clarify that the Articles of Incorporation include the original Articles and subsequent amendments and restatements thereto: as they may be amended or restated from time to time.b. Amend Section 3 (Registered Agent) to eliminate the office of Clerk and to substitute the word secretary in place of all references to Clerk in that section. Maine law requires that a nonprofit corporation have either a Secretary or Clerk, but not both. 2. Article III Boarda. Amend Section 2 (Number and Tenure; Qualifications) to eliminate the reference to the Executive Committee at the end of the second sentence in that Section.b. In addition to the amendment to Section 2 set forth in subparagraph 2(a) above, to make the following amendment to Section 2 which will apply only to the Bylaws of Inland Hospital: in lieu of the President and the Vice President of the Medical Staff serving as ex officio trustees with voting power, to provide that the Chief of Staff and two other employed or private practice members of the Medical Staff shall serve as ex officio trustees with voting power.c. Amend Section 5 (Regular Meetings) to specify the month in which the Corporations Annual Meeting will be held.d. Amend Section 6 (Special Meetings) to add the President of EMHS to the list of individuals who are authorized to call special meetings of the Board.e. Amend Section 13 (Attendance) to cla |
| Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder | Sebasticook Valley Health (the "Corporation") is a Maine nonprofit corporation. Eastern Maine Healthcare Systems (the "Member"), 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 | The Member has authority to elect directors of the Corporation. |
| Form 990, Part VI, Line 7b: Describe Decisions of Governing Body Approval by Members or Shareholders | The Member has authority to approve amendments to the Corporation's articles of incorporation and to its bylaws. |
| Form 990, Part VI, Line 11b: Form 990 Review Process | Form 990 is reviewed by the CFO of Sebasticook Valley Health. Form 990 was provided to each board member electronically on August 5, 2016 prior to filing with the IRS. |
| Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts | The organization requests updates of potential conflicts and relationships from the officers and Board members on an annual basis. The request requires disclosure of all business relationships, board memberships, and family relationships. A database is maintained that is compared to payroll records and the accounts payable vendor list to identify any potential conflicts of interest. Transactions are reviewed for reasonableness as an arm's length transaction. The first agenda item for board meetings and board committee meetings is for members to declare any conflict of interest with upcoming agenda items or deliberations. At any point when consideration is being given to purchase/contract with a party in interest, the member with the conflict is either excused from the discussion and consideration process or abstains from voting on the matter. All transactions identified with parties in interest are disclosed within the Form 990. All are deemed to be arm's length transactions. |
| Form 990, Part VI, Line 15a: Compensation Review & Approval Process - CEO, Top Management | The Sebasticook Valley Health Executive Committee is comprised of independent Board members. The Executive Committee works with the President and CEO to establish the performance evaluation for the ensuing year. The Committee develops the compensation program for the President and CEO, to coincide with the current job description. The Committee sets the annual compensation of the President and CEO.The Committee:Assures that the value of compensation provided by SVH does not exceed the value of services provided by the President & CEO.Reviews periodic compensation survey information and provides input into the executive compensation program.Reviews incentive compensation criteria and associated pay schedules for officers and key employees.15b.Compensation of other officers and key employees of the organization are established by the President and CEO and the Human Resources department; utilizing external market research to establish compensation ranges for specific positions. |
| Form 990, Part VI, Line 15b: Compensation Review and Approval Process for Officers and Key Employees | Compensation of other officers and key employees of the organization are established by the President and CEO and the Human Resources department; utilizing external market research to establish compensation ranges for specific positions. |
| Form 990, Part VI, Line 19: Other Organization Documents Publicly Available | Sebasticook Valley Health makes its governing documents, conflict of interest policy and financial statements available to the public upon request. |
| Form 990, Part IX, Line 24e: Other Expenses | : Column (A) - Total = $0; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $0 |
| Form 990, Part IX, Line 24e: Other Expenses | : Column (A) - Total = $0; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $0 |
| Form 990, Part IX, Line 24e: Other Expenses | : Column (A) - Total = $0; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $0 |
| Form 990, Part IX, Line 24e: Other Expenses | : Column (A) - Total = $0; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $0 |
| Form 990, Part IX, Line 24e: Other Expenses | : Column (A) - Total = $0; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $0 |
| Form 990, Part IX, Line 24e: Other Expenses | Charity Care: Column (A) - Total = $1965577; Column (B) - Program Services = $1965577; Column (C) - Management & General = $0; Column (D) - Fundraising = $0 |
| Form 990, Part IX, Line 24e: Other Expenses | EMHSUPPORT SERVICES: Column (A) - Total = $1852314; Column (B) - Program Services = $0; Column (C) - Management & General = $1852314; Column (D) - Fundraising = $0 |
| Form 990, Part IX, Line 24e: Other Expenses | Fund raising: Column (A) - Total = $112242; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $112242 |
| Form 990, Part IX, Line 24e: Other Expenses | Gifts & Contributions: Column (A) - Total = $5493; Column (B) - Program Services = $108; Column (C) - Management & General = $5385; Column (D) - Fundraising = $0 |
| Form 990, Part IX, Line 24e: Other Expenses | Maintenance & Repair: Column (A) - Total = $711616; Column (B) - Program Services = $675365; Column (C) - Management & General = $36251; Column (D) - Fundraising = $0 |
| Form 990, Part IX, Line 24e: Other Expenses | Miscellaneous other: Column (A) - Total = $71027; Column (B) - Program Services = $54123; Column (C) - Management & General = $16904; Column (D) - Fundraising = $0 |
| Form 990, Part IX, Line 24e: Other Expenses | Physician fees: Column (A) - Total = $630251; Column (B) - Program Services = $630251; Column (C) - Management & General = $0; Column (D) - Fundraising = $0 |
| Form 990, Part IX, Line 24e: Other Expenses | Postage and Shipping: Column (A) - Total = $137041; Column (B) - Program Services = $131479; Column (C) - Management & General = $5562; Column (D) - Fundraising = $0 |
| Form 990, Part IX, Line 24e: Other Expenses | Printing and Publications: Column (A) - Total = $42458; Column (B) - Program Services = $42353; Column (C) - Management & General = $105; Column (D) - Fundraising = $0 |
| Form 990, Part IX, Line 24e: Other Expenses | State Tax Assessment: Column (A) - Total = $774562; Column (B) - Program Services = $774562; Column (C) - Management & General = $0; Column (D) - Fundraising = $0 |
| Other Changes In Net Assets Or Fund Balances - Other Decreases | Change in Beneficial Interest Trust = -$15151 |
| Other Changes In Net Assets Or Fund Balances - Other Decreases | Net assets released = -$44094 |
| Other Changes In Net Assets Or Fund Balances - Other Decreases | Transfer to exempt parent - Eastern Maine Healthcare Systems = -$711006 |
| Software ID: | 14000265 |
| Software Version: | 2014v6.0 |