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 (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) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (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) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (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) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (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) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (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 | ||||
| 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 2015 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-2015 |
(iii) Distributable Amount for 2015 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2015 from Section C, line 6 |
||||
|
2
Underdistributions, if any, for years prior to 2015 (reasonable cause required--see instructions) |
||||
| 3 Excess distributions carryover, if any, to 2015: | ||||
| a | ||||
| b | ||||
| c | ||||
| d From 2013....... | ||||
| e From 2014....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2015 distributable amount | ||||
|
i
Carryover from 2010 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2015 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2015 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2015, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions) |
||||
|
6
Remaining underdistributions for 2015. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions) |
||||
|
7 Excess distributions carryover to 2016. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a | ||||
| b | ||||
| c Excess from 2013....... | ||||
| d From 2014....... | ||||
| e From 2015....... | ||||
| 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 VI, SECTION A, LINE 1 | THE BOARD OF DIRECTORS MAY DELEGATE SUCH OF ITS POWERS AS IT DEEMS NECESSARY OR ADVISABLE TO COMMITTEES OF THE BOARD; PROVIDED, HOWEVER, THAT NO COMMITTEE OF THE BOARD SHALL HAVE THE AUTHORITY TO: (I) AUTHORIZE DISTRIBUTIONS; (II) ELECT, APPOINT OR REMOVE DIRECTORS OR FILL VACANCIES ON THE BOARD OR ANY OF ITS COMMITTEES; (III) ADOPT, AMEND OR REPEAL THE ARTICLES OF INCORPORATION OR BYLAWS; OR (IV) APPOINT OR ELECT THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE CORPORATION. ANY COMMITTEE MAY EXERCISE SUCH OF THE BOARD'S AUTHORITY AS IS GRANTED BY THE BOARD OF DIRECTORS, SUBJECT TO THE RESTRICTIONS CONTAINED IN THE CORPORATION'S ARTICLES OF INCORPORATION OR THE BYLAWS. FORM 990, PART VI, SECTION A, LINE 2: ALTHOUGH NOT CONSIDERED COVERED RELATIONSHIPS AS NOTED IN PART VI, SECTION A, LINE 2, THE FOLLOWING DIRECTORS WERE ALL EMPLOYEES OF THE UNIVERSITY OF ARKANSAS FOR MEDICAL SCIENCES (UAMS) DURING THE TAX YEAR: JAYANT DESHPANDE, M.D., RICHARD JACOBS, M.D., STEVE SCHEXNAYDER, M.D., AND DANIEL RAHN, M.D. |
| FORM 990, PART VI, SECTION A, LINE 2 | PATRICK SCHUECK WAS AN ELECTED MEMBER OF THE ACH BOARD OF DIRECTORS FOR PART OF FISCAL YEAR 2016. HIS WIFE, JENNIFER SCHUECK, WAS THE PRESIDENT OF THE ACH AUXILIARY BOARD AND IN THAT ROLE WAS A DESIGNATED MEMBER OF THE ACH BOARD OF DIRECTORS. BOTH OF THEIR BOARD TERMS ENDED MARCH 30, 2016. |
| FORM 990, PART VI, SECTION A, LINE 3 | THE HOSPITAL'S SVP/CHIEF QUALITY AND CHIEF MEDICAL OFFICER POSITION IS HELD BY DR. JAY DESHPANDE WHO HOLDS FACULTY APPOINTMENTS IN THE UNIVERSITY OF ARKANSAS FOR MEDICAL SCIENCES, COLLEGE OF MEDICINE DEPARTMENTS OF PEDIATRICS AND ANESTHESIOLOGY. AS HE IS A UAMS EMPLOYEE, THE HOSPITAL REIMBURSES UAMS FOR HIS ROLE, WHICH IS TO HELP BROADEN AND STRENGTHEN THE HOSPITAL'S QUALITY EFFORTS AND OVERALL QUALITY PROGRAM FOR PATIENT CARE. |
| FORM 990, PART VI, SECTION A, LINE 4 | ARKANSAS CHILDREN'S HOSPITAL AMENDED AND RESTATED ITS BY-LAWS AND ARTICLES OF INCORPORATION AS OF MARCH 30, 2016. ACH REMAINS A NON-PROFIT PUBLIC BENEFIT CORPORATION UNDER THE LAWS OF THE STATE OF ARKANSAS. SIGNIFICANT CHANGES AFFECTING GOVERNANCE ARE AS FOLLOWS: *ARKANSAS CHILDREN'S HOSPITAL IS NOW PART OF THE NEWLY FORMED HEALTH SYSTEM UNDER ONE CONTROLLING ENTITY, ARKANSAS CHILDREN'S, INC. *THE SOLE MEMBER OF ACH IS NOW ARKANSAS CHILDREN'S, INC. *THE PURPOSE OF ACH HAS BEEN CHANGED TO THE FOLLOWING: "THE CORPORATION IS ORGANIZED EXCLUSIVELY FOR CHARITABLE, SCIENTIFIC, AND EDUCATIONAL PURPOSES, RELIEF OF THE POOR AND DISTRESSED AND LESSENING THE BURDENS OF GOVERNMENT WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE...INCLUDING TO IMPROVE AND PROMOTE THE HEALTH AND WELFARE OF THE POPULATION OF THE STATE OF ARKANSAS AND TO SUPPORT AND PROMOTE THE ADVANCEMENT OF SCIENTIFIC AND MEDICAL EDUCATION, TRAINING, RESEARCH, AND KNOWLEDGE FOR THE BENEFIT OF THE GENERAL PUBLIC, BY: A) ESTABLISHING AND OPERATING HOSPITAL AND OUTPATIENT FACILITIES, CLINICS AND PROGRAMS FOR THE DIAGNOSIS, CARE AND TREATMENT OF SICK, INJURED AND DISABLED PERSONS, WITH AN EMPHASIS ON PEDIATRIC MEDICAL CARE, AND INCLUDING BUT NOT LIMITED TO INPATIENT CARE, OUTPATIENT CARE, EXTENDED CARE AND HOME CARE, SUBJECT TO OBTAINING SUCH LICENSURE, CONSENT AND APPROVALS AS REQUIRED BY APPLICABLE LAW; B) CONDUCTING, FACILITATING AND/OR SUPPORTING EDUCATIONAL TRAINING FOR MEDICAL AND HEALTH PROFESSIONALS; C) SUPPORTING AND FURTHERING THE CHARITABLE HEALTHCARE MISSION OF THE INTEGRATED GROUP OF AFFILIATED HEALTH CARE PROVIDERS AND RELATED ENTITIES OF WHICH THE SOLE MEMBER IS THE DIRECT OR INDIRECT SOLE MEMBER; D) BENEFITING, PROMOTING, AND FURTHERING THE PURPOSES OF THOSE SECTION 50I(C)(3) TAX-EXEMPT ORGANIZATIONS THAT ARE DIRECTLY OR INDIRECTLY CONTROLLED BY THE SOLE MEMBER, INCLUDING BY MAKING GRANTS, GUARANTEEING DEBT, PROVIDING SERVICES AND OTHER FORMS OF SUPPORT, AND/OR OTHER MEANS; E) OTHERWISE PROMOTING THE HEALTH AND WELFARE OF THE POPULATION OF THE STATE OF ARKANSAS, AND CHILDREN IN PARTICULAR " ADDITIONAL CHANGES REGARDING GOVERNANCE ARE AS FOLLOWS: *IN THE EVENT OF DISSOLUTION, THE BOARD OF DIRECTORS SHALL, AFTER PAYING OR MAKING PROVISION FOR PAYMENT OF ALL LIABILITIES OF THE CORPORATION, DISTRIBUTE ITS ASSETS TO ONE OR MORE ENTITIES THAT ARE DIRECTLY OR INDIRECTLY CONTROLLED BY THE SOLE MEMBER AND/OR SUCCESSORS OF THE CORPORATION, IN SUCH PROPORTIONS AS THE BOARD SHALL DETERMINE, PROVIDED THAT EACH SUCH ORGANIZATION QUALIFIES AS EXEMPT FROM FEDERAL INCOME TAX. *AS SOLE MEMBER OF ACH, ARKANSAS CHILDREN'S, INC. HAS EXCLUSIVE AUTHORITY UNDER ARKANSAS LAW AND ACH'S GOVERNING DOCUMENTS TO CERTAIN RESERVED POWERS, WHICH INCLUDE THE FOLLOWING: (A) TO APPROVE AND MODIFY THE PURPOSES AND MISSION OF ACH AND/OR AFFILIATES; (B) TO FIX THE SIZE OF THE BOARD OF DIRECTORS AND APPOINT AND/OR REMOVE ITS MEMBERS FOR ACH AND/OR AFFILIATES; (C) TO ESTABLISH FINANCIAL AND STRATEGIC PLANS OF ACH AND/OR AFFILIATES; (D) TO APPROVE ALL BUDGETS OF ACH AND/OR AFFILIATES; (E) TO CONTROL INVESTMENT OF ASSETS HELD BY OR ON BEHALF OF ACH AND/OR AFFILIATES; (F) TO APPROVE ANY UNBUDGETED CAPITAL EXPENDITURES MADE BY ACH AND/OR AFFILIATES IN ACCORDANCE WITH POLICY; (G) TO APPROVE ANY REAL OR PERSONAL PROPERTY TRANSACTION MADE BY ACH AND/OR AFFILIATES IN ACCORDANCE WITH POLICY; (H) TO APPROVE INCURRENCE OF DEBT OR GUARANTEES MADE BY ACH AND/OR AFFILIATES; (I) TO APPROVE THE INITIATION OR SETTLEMENT OF ANY MATERIAL LEGAL PROCEEDING OF ACH AND/OR AFFILIATES; (J) TO APPROVE ANY MATERIAL SETTLEMENT OF ANY GOVERNMENTAL, AUDIT OR OTHER PROCEEDING INVOLVING ACH AND/OR AFFILIATES; (K) TO APPROVE ANY UNBUDGETED CONTRACT PROCEEDING THAT OCCURS OUTSIDE THE ORDINARY COURSE OF BUSINESS OF ACH AND/OR AFFILIATES IN ACCORDANCE WITH POLICY; (L) TO APPROVE ANY EFFORTS TO RE-BRAND OR ALTER THE PUBLIC FACING IMAGE OF ACH AND/OR AFFILIATES; (M) TO APPROVE THE SALE, LEASE, EXCHANGE, OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY OF ACH AND/OR AFFILIATES OTHER THAN IN THE REGULAR COURSE OF BUSINESS; (N) TO RATIFY ELECTION AND REMOVAL OF OFFICERS OF THE BOARD; (O) TO NOMINATE CANDIDATES FOR ELECTION OR APPOINTMENT BY ACH AS PRESIDENT AND CHIEF EXECUTIVE OFFICER, AND TO REMOVE THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF ACH, WITH OR WITHOUT CAUSE, AFTER CONSULTATION WITH ACH'S BOARD OF DIRECTORS AND THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE MEMBER; (P) TO RETAIN, OVERSEE, AND TERMINATE INDEPENDENT EXTERNAL AUDITORS OF ACH AND/OR AFFILIATES; (Q) TO AUTHORIZE AMENDMENT AND RESTATEMENT AND/OR REPEAL OF GOVERNANCE DOCUMENTS OF ACH AND/OR AFFILIATES; (R) TO AUTHORIZE AND CAUSE ACH AND/OR AFFILIATES TO FORM A NEW SUBSIDIARY OR OTHERWISE BECOME A MEMBER, SHAREHOLDER, OR OTHER EQUITY OWNER OF ANY OTHER LEGAL ENTITY; (S) TO AUTHORIZE MERGER, ACQUISITION, CONSOLIDATION, OR JOINT VENTURE OF ACH AND/OR AFFILIATES; (T) TO AUTHORIZE CONVERSION, REORGANIZATION, OR DISSOLUTION AND SUBSEQUENT DISPOSITION OF ASSETS OF ACH AND/OR AFFILIATES; (U) TO APPROVE ANY OTHER ACTION BY ACH AND/OR AFFILIATES ESTABLISHED FROM TIME TO TIME BY RESOLUTION OF THE SOLE MEMBER AS REQUIRING ITS APPROVAL, INCLUDING BUT NOT LIMITED TO ANY APPROVALS RELATED TO COMPLIANCE WITH ANY CREDIT AGREEMENT, MASTER INDENTURE OR LOAN AGREEMENT ASSOCIATED WITH ACH AND/OR AFFILIATES. *REGARDING THE BOARD OF DIRECTORS, SPECIFIC MODIFICATIONS TO THE GOVERNING DOCUMENTS ARE AS FOLLOWS: (A) WITH RESPECT TO THE ACTIVITIES, OPERATIONS AND ASSETS OF ACH, THE BOARD OF DIRECTORS SHALL HAVE AND MAY EXERCISE ALL OF THE POWERS CONFERRED BY APPLICABLE LAW, WHICH ARE NOT INCONSISTENT WITH ACH'S ARTICLES OF INCORPORATION, BYLAWS, THE RESERVED POWERS OF THE MEMBER, OR APPLICABLE LAW. THE BOARD SHALL BE RESPONSIBLE FOR (I) MAINTENANCE OF PROPER STANDARDS OF PROFESSIONAL WORK IN THE HOSPITAL; AND (II) ENSURING THAT THE MEDICAL STAFF OF THE HOSPITAL FUNCTIONS IN CONFORMITY WITH AT LEAST REASONABLE STANDARDS OF COMPETENCY. (B) ACH'S BOARD OF DIRECTORS SHALL CONSIST OF NOT LESS THAN TWELVE (12) NOR MORE THAN FIFTEEN (15) DIRECTORS, WITH THE SPECIFIC NUMBER WITHIN THAT RANGE TO BE DETERMINED BY THE MEMBER FROM TIME TO TIME; PROVIDED, HOWEVER, THAT THE MEMBER MAY BY RESOLUTION INCREASE OR DECREASE THE NUMBER OF DIRECTORS OF THE CORPORATION TO THE EXTENT CONSISTENT WITH THE CORPORATION'S ARTICLES OF INCORPORATION, THE BYLAWS OF THE MEMBER AND APPLICABLE LAW. NO DECREASE IN THE NUMBER OF DIRECTORS SHALL SHORTEN THE TERM OF ANY INCUMBENT DIRECTOR. (C) ACH'S PRESIDENT AND CHIEF EXECUTIVE OFFICER, THE CHIEF OF THE MEDICAL STAFF OF THE HOSPITAL AND THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE MEMBER WILL SERVE AS EX OFFICIO VOTING MEMBERS OF THE BOARD FOR AS LONG AS THEY SERVE IN THEIR RESPECTIVE ROLES. (D) THE SOLE MEMBER SHALL APPOINT SUCH OTHER INDIVIDUALS AS THE REMAINING DIRECTORS ON THE BASIS OF A DEMONSTRATED INTEREST IN THE PURPOSES OF THE CORPORATION, THE ABILITY AND COMMITMENT TO ACTIVELY AND EFFECTIVELY PARTICIPATE IN THE BOARD'S ROLE IN FULFILLING THOSE PURPOSES, INCLUDING POSSESSION OF THE SKILLS NEEDED TO OVERSEE THE ACTIVITIES OF THE HOSPITAL (E.G., MEDICAL, LEGAL, FINANCIAL/ACCOUNTING OR OTHER BUSINESS EXPERTISE), A RECORD OF COMMUNITY INVOLVEMENT AND A REPUTATION FOR INTEGRITY, AND WITH DUE REGARD TO REPRESENTATION OF THE COMMUNITIES SERVED BY THE HOSPITAL. THE APPOINTED DIRECTORS MAY INCLUDE PHYSICIANS AND OTHER HEALTHCARE PROFESSIONALS OR OTHER PERSONS WITH EXPERIENCE AND EXPERTISE IN CHILDREN'S HEALTH AND HEALTHCARE WITHIN THE COMMUNITY SERVED BY THE HOSPITAL. (E) THE BOARD SHALL AT ALL TIMES INCLUDE AT LEAST THREE (3) INDIVIDUALS WHO DO NOT ALSO SERVE ON THE BOARD OF DIRECTORS OF ANY AFFILIATE. (F) DIRECTORS (OTHER THAN EX OFFICIO DIRECTORS) WILL BE APPOINTED AT THE SOLE MEMBER'S ANNUAL MEETING. EACH DIRECTOR WILL HOLD OFFICE FOR A TERM OF THREE (3) YEARS. THE TERMS OF APPOINTED DIRECTORS WILL BE STAGGERED SUCH THAT THE TERMS OF ONE-THIRD (1/3) OF THE DIRECTORS EXPIRE EACH YEAR. DIRECTORS TO REPLACE THOSE WHOSE TERMS ARE EXPIRING WILL BE APPOINTED AT THE SOLE MEMBER'S ANNUAL MEETING. IN ORDER TO ESTABLISH THESE STAGGERED TERMS, THE INITIAL TERMS OF 1/3 OF THE INITIAL DIRECTORS SHALL BE ONE (1) YEAR, THE INITIAL TERMS OF 1/3 OF THE INITIAL DIRECTORS SHALL BE TWO (2) YEARS, AND THE INITIAL TERMS OF 1/3 OF THE INITIAL DIRECTORS SHALL BE THREE (3) YEARS. DIRECTORS MAY SERVE ONE OR MORE SUBSEQUENT TERMS BY REAPPOINTMENT. (G) A MAJORITY OF THE NUMBER OF DIRECTORS IN OFFICE IMMEDIATELY BEFORE A MEETING BEGINS SHALL CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS AT ANY MEETING OF THE BOARD OF DIRECTORS. IF LESS THAN SUCH MAJORITY IS PRESENT AT ANY TIME DURING A MEETING, A MAJORITY OF THE DIRECTORS PRESENT MAY ADJOURN THE MEETING FROM TIME TO TIME WITHOUT FURTHER NOTICE. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE SOLE MEMBER OF ARKANSAS CHILDREN'S HOSPITAL IS ARKANSAS CHILDREN'S, INC. |
| FORM 990, PART VI, SECTION A, LINE 7A | ARKANSAS CHILDREN'S, INC., ACH'S SOLE MEMBER, HAS THE RESERVED POWER TO FIX THE SIZE OF THE BOARD OF DIRECTORS, AND THE GOVERNING BOARD OF ANY AFFILIATE CONTROLLED BY THE CORPORATION, AND APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, THE DIRECTORS OF THE CORPORATION, AND MEMBERS OF THE GOVERNING BOARD OF ANY AFFILIATE CONTROLLED BY THE CORPORATION. |
| FORM 990, PART VI, SECTION A, LINE 7B | ACH'S ARTICLES OF INCORPORATION ON MAY BE AMENDED, AND THE BYLAWS MAY BE ALTERED, AMENDED, OR REPEALED AND NEW BYLAWS MAY BE ADOPTED: (I) UPON THE APPROVAL OF BOTH THE BOARD AND THE SOLE MEMBER, IF THE AMENDMENT DOES NOT RELATE TO THE NUMBER OF DIRECTORS, THE COMPOSITION OF THE BOARD, THE TERM OF OFFICE OF DIRECTORS, OR THE METHOD OR WAY IN WHICH DIRECTORS ARE ELECTED OR SELECTED; OR (II) BY THE MEMBER. |
| FORM 990, PART VI, SECTION B, LINE 11 | HOSPITAL MANAGEMENT REVIEWS THE DRAFT FORM 990 AND RECONCILES IT TO THE HOSPITAL'S INTERNAL FINANCIALS AND CONSOLIDATED AUDIT REPORT. THE REVIEWED DRAFT OF THE FORM 990 IS PRESENTED TO THE PLANNING & DEVELOPMENT COMMITTEE BY HOSPITAL MANAGEMENT. IF THE REVIEW BY THE COMMITTEE RESULTS IN REVISIONS TO THE FORM 990, THOSE REVISIONS ARE MADE. THE FORM 990 TO BE FILED IS THEN PROVIDED TO THE ENTIRE BOARD PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE HOSPITAL HAS A BOARD OF DIRECTORS CONFLICT OF INTEREST POLICY THAT IS ISSUED TO AND REVIEWED WITH ALL NEW BOARD MEMBERS DURING THEIR BOARD ORIENTATION. IN ADDITION, EXTERNAL COUNSEL WILL PERIODICALLY REVIEW THE POLICY WITH THE FULL BOARD DURING A REGULAR BOARD MEETING. A DIRECTOR SHALL DISCLOSE IN WRITING TO THE BOARD OF DIRECTORS ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST WHEN THE SITUATION DEVELOPS, INCLUDING THE FACTS THAT MAKE IT AN ACTUAL OR POTENTIAL CONFLICT. EACH DIRECTOR SHALL SIGN AN INITIAL CONFLICT OF INTEREST DISCLOSURE STATEMENT UPON ELECTION TO THE BOARD OF DIRECTORS. EACH DIRECTOR ALSO SHALL SIGN AN ANNUAL CONFLICT OF INTEREST DISCLOSURE STATEMENT. IF AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST DEVELOPS AFTER THE DIRECTOR'S INITIAL AND ANNUAL STATEMENTS ARE SIGNED, THE DIRECTOR SHALL IMMEDIATELY SIGN A NEW DISCLOSURE STATEMENT TO ADDRESS THE NEW SITUATION OR TRANSACTION. CONFLICT OF INTEREST DISCLOSURE STATEMENTS OR DECLARED CONFLICTS WILL BE REVIEWED BY THE DIRECTOR BOARD OFFICERS. REVIEW WILL RESULT IN ONE OF THE FOLLOWING ACTIONS BY MAJORITY VOTE: (1) DETERMINED NOT TO BE A CONFLICT; (2) CONFLICT IS ACCEPTED; OR (3) CONFLICT IS NOT ACCEPTED AND THE DIRECTOR WILL NEED TO ABSTAIN FROM PARTICIPATION IN CERTAIN VOTES. CONFLICT DISCLOSURES, FACTS AND ACTIONS WILL BE DOCUMENTED IN THE APPROPRIATE COMMITTEE OR BOARD MINUTES. A DIRECTOR WITH A CONFLICT OF INTEREST WILL NOT PARTICIPATE IN DELIBERATIONS OR VOTE BY THE BOARD OF DIRECTORS, OR COMMITTEE THEREOF, ON THE MATTER GIVING RISE TO THE CONFLICT. HE OR SHE MAY PRESENT RELEVANT INFORMATION ABOUT THE MATTER AND ALSO MAY RESPOND TO REQUESTS FOR FACTS NEEDED BY THE BOARD TO REACH AN INFORMED DECISION. AFTER ANY DISCUSSION, THE INTERESTED DIRECTOR SHALL EITHER ABSTAIN FROM VOTE OR RECUSE COMPLETELY AND BE ABSENT DURING FURTHER DELIBERATIONS AND ACTION ON THE MATTER, AS DETERMINED BY THE DIRECTOR BOARD OFFICERS OF THE ENTITY. |
| FORM 990, PART VI, SECTION B, LINE 15 | COMPENSATION FOR ANY ACH SENIOR OFFICER (PRESIDENT; SENIOR VICE PRESIDENT) WHO IS NOT A CONTRACTED UAMS EMPLOYEE IS REVIEWED BY THE ARKANSAS CHILDREN'S HUMAN RESOURCES AND COMPENSATION COMMITTEE WHICH IS ESTABLISHED THROUGH THE BYLAWS OF ARKANSAS CHILDREN'S, INC. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE HAS THE FULL AUTHORITY AND SPECIFIC RESPONSIBILITY FOR REVIEWING AND APPROVING COMPENSATION POLICIES, BASE SALARY AND INCENTIVE COMPENSATION LEVELS, EXECUTIVE RETIREMENT AND OTHER EXECUTIVE BENEFIT PLANS FOR HEALTH SYSTEM SENIOR MANAGEMENT, INCLUDING OFFICERS OF THE CORPORATION AND AFFILIATES WHO ARE "DISQUALIFIED PERSONS" UNDER SECTION 4958 OF THE CODE. THE POLICIES AND PROGRAMS REVIEWED AND APPROVED BY THE HUMAN RESOURCES AND COMPENSATION COMMITTEE SHALL BE DESIGNED TO ENSURE THAT THE CORPORATION AND ITS AFFILIATES REMAIN COMPETITIVE AND REASONABLE RELATIVE TO THE COMPENSATION AND BENEFITS PRACTICES OF SIMILARLY SITUATED HEALTH SYSTEMS LOCALLY AND NATIONALLY, AND TO PERMIT THE CORPORATION AND SUCH AFFILIATES TO ATTRACT AND RETAIN SUPERIOR SENIOR MANAGEMENT, IN FURTHERANCE OF THE CORPORATION'S AND AFFILIATES PURPOSES. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE SHALL HAVE, TO THE FULLEST EXTENT OF THE LAW, THE AUTHORITY TO APPROVE THE COMPENSATION PACKAGES FOR SENIOR MANAGEMENT OF THE CORPORATION AND THE AFFILIATES. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE HOSPITAL'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST AS REQUIRED. |
| FORM 990, PART VI, SECTION A, LINE 4 (CONTINUED); | *REGARDING OFFICERS OF THE BOARD, SPECIFIC MODIFICATIONS TO THE GOVERNING DOCUMENTS ARE AS FOLLOWS: (A) THE OFFICERS OF ACH'S BOARD OF DIRECTORS SHALL INCLUDE A CHAIR, VICE CHAIR, SECRETARY, AND TREASURER. (B) THE OFFICERS OF THE BOARD SHALL BE APPOINTED BY THE BOARD, SUBJECT TO RATIFICATION BY THE SOLE MEMBER. WITH THE EXCEPTION OF THE SECRETARY, THE OFFICERS OF THE BOARD SHALL BE APPOINTED FROM AMONG ACH'S EXISTING DIRECTORS. (C) DUTIES OF THE CHAIR INCLUDE PRESIDING AT ALL MEETINGS OF THE BOARD OF DIRECTORS AND PERFORMING OTHER DUTIES COMMONLY ASSOCIATED BY SUCH OFFICE AND AS DESIGNATED BY THE BOARD FROM TIME TO TIME. THE CHAIR WILL BE AN EX OFFICIO VOTING MEMBER OF ALL COMMITTEES. (D) DUTIES OF THE VICE CHAIR INCLUDE ACTING AS CHAIR IN THE ABSENCE OF THE CHAIR AND PERFORMING SUCH OTHER DUTIES AS DESIGNATED BY THE CHAIR FROM TIME TO TIME. (E) DUTIES OF THE SECRETARY INCLUDE KEEPING RECORDS OF ALL MEETINGS AND PROCEEDINGS OF THE BOARD OF DIRECTORS, ACTING AS CUSTODIAN OF ALL RECORDS AND REPORTS OF THE BOARD, AUTHENTICATING THE RECORDS OF ACH, AND PERFORMING OTHER DUTIES INCIDENT TO THE OFFICE OF SECRETARY AND AS DESIGNATED BY THE BOARD FROM TIME TO TIME. (F) DUTIES OF THE TREASURER INCLUDE ASSISTING WITH SUBMITTING THE OPERATING BUDGET AND CAPITAL BUDGET TO THE SOLE MEMBER FOLLOWING APPROVAL BY THE BOARD, MONITORING OPERATING PERFORMANCE TO THE OPERATING BUDGET ON A QUARTERLY BASIS, AND PERFORMING OTHER DUTIES AS PRESCRIBED BY THE BOARD FROM TIME TO TIME. *REGARDING OFFICERS OF THE CORPORATION, SPECIFIC MODIFICATIONS TO THE GOVERNING DOCUMENTS ARE AS FOLLOWS: (A) THE OFFICERS OF THE CORPORATION SHALL INCLUDE A PRESIDENT AND CHIEF EXECUTIVE OFFICER AND SUCH OTHER OFFICERS HAVING SUCH DUTIES AND AUTHORITY AS MAY BE DETERMINED FROM TIME TO TIME BY THE PRESIDENT AND CHIEF EXECUTIVE OFFICER IN HIS OR HER DISCRETION OR BY THE BOARD IN ITS DISCRETION, CONSISTENT WITH THE CORPORATION'S ARTICLES OF INCORPORATION, THE BYLAWS, THE RESERVED POWERS OF THE MEMBER, AND ARKANSAS LAW. (B) THE PRESIDENT AND CHIEF EXECUTIVE OFFICER SHALL BE THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION AND SHALL BE RESPONSIBLE FOR THE OPERATIONS AND MAINTENANCE OF THE HOSPITAL. THE PRESIDENT AND CHIEF EXECUTIVE OFFICER SHALL BE RESPONSIBLE FOR THE ADMINISTRATION OF ALL DEPARTMENTS OF THE CORPORATION, SUBJECT ONLY TO THE POLICIES ADOPTED AND DECISIONS MADE BY THE BOARD OF DIRECTORS. THE PRESIDENT AND CHIEF EXECUTIVE OFFICER SHALL BE THE DIRECT EXECUTIVE REPRESENTATIVE OF THE BOARD OF DIRECTORS AND THE MEMBER IN THE MANAGEMENT OF THE OPERATIONS OF THE CORPORATION. THE PRESIDENT AND CHIEF EXECUTIVE OFFICER SHALL BE APPOINTED BY THE CORPORATION'S BOARD OF DIRECTORS FROM AMONG CANDIDATES OR A CANDIDATE NOMINATED BY THE MEMBER, AND SHALL HOLD OFFICE UNTIL HER OR HIS SUCCESSOR SHALL BE APPOINTED AND QUALIFIED OR UNTIL HER OR HIS EARLIER RESIGNATION OR REMOVAL. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE PRESIDENT AND CHIEF EXECUTIVE OFFICER MAY ALSO SERVE AS AN OFFICER AND/OR DIRECTOR OF THE MEMBER AND/OR AN AFFILIATE THEREOF. *REGARDING COMMITTEES OF THE BOARD, SPECIFIC MODIFICATIONS TO THE GOVERNING DOCUMENTS ARE AS FOLLOWS: (A) THE BOARD OF DIRECTORS MAY FROM TIME TO TIME DESIGNATE ONE (1) OR MORE COMMITTEES OF THE BOARD WITH SUCH DUTIES AND RESPONSIBILITIES AS IT DEEMS NECESSARY, ADVISABLE OR CONVENIENT. A COMMITTEE OF THE BOARD MAY BE ESTABLISHED EITHER AS A STANDING COMMITTEE OR AS AN AD HOC COMMITTEE FOR A SPECIAL PURPOSE. EACH COMMITTEE OF THE BOARD SHALL BE ESTABLISHED BY THE BOARD OF DIRECTORS, BY AT LEAST MAJORITY VOTE, AND SHALL CONSIST OF AT LEAST THREE (3) DIRECTORS. ALL COMMITTEES SHALL REPORT TO THE BOARD OF DIRECTORS, AND SHALL SERVE AT THE PLEASURE OF THE BOARD. THE CHAIR SHALL SERVE AS AN EX OFFICIO MEMBER OF ALL COMMITTEES OF WHICH THE CHAIR IS NOT OTHERWISE A REGULAR MEMBER, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE BOARD SHALL HAVE THE POWER AT ANY TIME TO CHANGE THE MEMBERSHIP OF ANY COMMITTEE, TO FILL VACANCIES ON ANY COMMITTEE AND TO DISCHARGE ANY COMMITTEE. THE BOARD MAY DESIGNATE ONE OR MORE DIRECTORS AS ALTERNATE MEMBERS OF ANY COMMITTEE, WHO MAY REPLACE ANY ABSENT OR DISQUALIFIED MEMBER AT ANY MEETING OF SUCH COMMITTEE. (B) NON-DIRECTOR MEMBERS SHALL BE AUTHORIZED TO PARTICIPATE AS VOTING MEMBERS OF A COMMITTEE ONLY ON MATTERS WHICH WILL BE REFERRED OR RECOMMENDED TO THE BOARD OF DIRECTORS FOR ITS FINAL ACTION. NON-DIRECTOR MEMBERS SHALL BE REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT ANNUALLY, AND TO COMPLY WITH THE CORPORATION'S CONFLICT OF INTEREST POLICY. SUCH NON-DIRECTOR REPRESENTATIVES SHALL SERVE EITHER FOR A ONE (1) YEAR TERM (WHICH MAY BE RENEWED) OR AT THE PLEASURE OF THE BOARD OF DIRECTORS, AS DETERMINED BY THE BOARD OF DIRECTORS FROM TIME TO TIME. NON-DIRECTOR MEMBERS OF A COMMITTEE MAY INCLUDE MEMBERS OF THE MANAGEMENT TEAM OF THE CORPORATION OR THE MEMBER. (C) THE BOARD OF DIRECTORS MAY DELEGATE SUCH OF ITS POWERS AS IT DEEMS NECESSARY OR ADVISABLE TO COMMITTEES OF THE BOARD; PROVIDED, HOWEVER, THAT NO COMMITTEE OF THE BOARD SHALL HAVE THE AUTHORITY TO: (I) AUTHORIZE DISTRIBUTIONS; (II) ELECT, APPOINT OR REMOVE DIRECTORS OR FILL VACANCIES ON THE BOARD OR ANY OF ITS COMMITTEES; (III) ADOPT, AMEND OR REPEAL THE ARTICLES OF INCORPORATION OR BYLAWS; OR (IV) APPOINT OR ELECT THE PRESIDENT OF THE CORPORATION. ANY COMMITTEE MAY EXERCISE SUCH OF THE BOARD'S AUTHORITY AS IS GRANTED BY THE BOARD OF DIRECTORS, SUBJECT TO THE RESTRICTIONS CONTAINED IN THE CORPORATION'S ARTICLES OF INCORPORATION OR THESE BYLAWS. (D) THE STANDING COMMITTEES OF THE BOARD SHALL BE: (I) QUALITY AND SAFETY COMMITTEE AND (II) PLANNING AND DEVELOPMENT COMMITTEE. (E) THE QUALITY AND SAFETY COMMITTEE SHALL CONSIST OF AT LEAST FOUR (4) DIRECTORS APPOINTED ANNUALLY BY THE CHAIR, SUBJECT TO APPROVAL BY THE BOARD, AND SHALL ALSO INCLUDE THE CHIEF OF THE MEDICAL STAFF, THE CHIEF MEDICAL OFFICER, AND THE CHIEF NURSING OFFICER OF THE HOSPITAL. (F) THE QUALITY AND SAFETY COMMITTEE SHALL BE RESPONSIBLE FOR PROVIDING OVERSIGHT FOR QUALITY IMPROVEMENT ACTIVITIES AS RELATED TO QUALITY AND SAFETY OF PATIENT CARE AS OUTLINED IN ARTICLE VIII OF THE BYLAWS, AND FOR THE FOLLOWING DUTIES: (I) PROVIDE OVERSIGHT FOR QUALITY IMPROVEMENT/PATIENT CARE ACTIVITIES; (II) ADVISE WHERE APPROPRIATE TO ENSURE THAT GOALS AND PRIORITIES OF THE BOARD OF DIRECTORS ARE BEING ADEQUATELY ADDRESSED; (III) COMMUNICATE PERTINENT ACTIONS TAKEN OR CONTEMPLATED BY THE BOARD OF DIRECTORS OR MEDICAL STAFF; (IV) DELIBERATE ISSUES AFFECTING THE DISCHARGE OF MEDICAL STAFF RESPONSIBILITIES; (V) REVIEW PROBLEMS RELATIVE TO ACHIEVING AND MAINTAINING STANDARDS OF ACCREDITING AGENCIES; (VI) REVIEW AND EVALUATE THE QUALIFICATIONS AND COMPETENCE OF THOSE INDIVIDUALS PROPOSED FOR APPOINTMENT OR REAPPOINTMENT TO THE MEDICAL, DENTAL, AND AFFILIATED STAFFS THAT HAVE BEEN REFERRED TO IT BY THE MEDICAL STAFF EXECUTIVE COMMITTEE (MSEC) AND SHALL DETERMINE MEMBERSHIP TO THE MEDICAL, DENTAL, AND AFFILIATED STAFFS AND PRIVILEGES TO PRACTICE. THE COMMITTEE SHALL PERIODICALLY REVIEW AND APPROVE THE PROCESS FOR CREDENTIALING AND PRIVILEGING AS OUTLINED IN THE MEDICAL STAFF BYLAWS. (G) THE QUALITY AND SAFETY COMMITTEE SHALL MEET AT LEAST ELEVEN TIMES PER YEAR. (H) THE PLANNING AND DEVELOPMENT COMMITTEE SHALL CONSIST OF AT LEAST FOUR (4) DIRECTORS APPOINTED ANNUALLY BY THE CHAIR, SUBJECT TO APPROVAL BY THE BOARD, AND SHALL ALSO INCLUDE THE CHIEF FINANCIAL OFFICER AND THE CHIEF STRATEGY OFFICER OF THE MEMBER. (I) THE DUTIES OF THE PLANNING AND DEVELOPMENT COMMITTEE SHALL INCLUDE THE FOLLOWING: (I) CAUSE TO BE PREPARED, AND SUBMIT TO THE BOARD FOR ITS REVIEW AND APPROVAL, AND FOR SUBMISSION TO THE MEMBER FOR APPROVAL, AT ITS LAST MEETING BEFORE THE END OF THE FISCAL YEAR, AN OPERATING BUDGET AND CAPITAL BUDGET SHOWING THE EXPECTED RECEIPTS, INCOME EXPENSES AND CAPITAL EXPENDITURES FOR THE ENSUING YEAR; (II) OVERSEE THE DEVELOPMENT, IMPLEMENTATION AND UPDATING OF THE CORPORATION'S CAPITAL PLANS AND PROGRAMS, INCLUDING THE DURATION THEREOF, AND RECOMMEND FOR APPROVAL OF THE BOARD, SUCH CAPITAL PLANS AND PROGRAMS; (III) REVIEW, PROVIDE OVERSIGHT AND MAKE RECOMMENDATIONS TO THE BOARD REGARDING NEW STRATEGIC INITIATIVES AND REVIEW AND EVALUATE PERFORMANCE AGAINST THE CORPORATION'S BUSINESS DEVELOPMENT GOALS; (IV) OVERSEE THE CONDUCT OF THE HOSPITAL'S COMMUNITY HEALTH NEEDS ASSESSMENT AND THE PREPARATION OF ITS RELATED REPORT AND IMPLEMENTATION STRATEGY IN COMPLIANCE WITH THE REQUIREMENTS IMPOSED ON THE HOSPITAL UNDER SECTION 501(R) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE PREPARATION OF THE HOSPITAL'S ANNUAL COMMUNITY BENEFIT REPORT. (J) THE PLANNING AND DEVELOPMENT COMMITTEE SHALL MEET AT LEAST QUARTERLY. |
| PART VI, SECTION A, LINE 4 (CONTINUED); | *REGARDING GENERAL PROVISIONS, SPECIFIC MODIFICATIONS TO THE GOVERNING DOCUMENTS ARE AS FOLLOWS: (A) BOOKS & RECORDS - THE FOLLOWING ITEMS SHALL BE KEPT AT THE ACH OFFICE: CORRECT AND COMPLETE BOOKS OF ACCOUNT; MINUTES AND RECORDS OF THE PROCEEDINGS OF THE SOLE MEMBER ACTING IN ITS CAPACITY OF MEMBER OF THE CORPORATION AND OF THE BOARD AND COMMITTEES THEREOF, INCLUDING ANY ACTIONS TAKEN BY UNANIMOUS WRITTEN CONSENT; A CURRENT LIST OF ACH'S DIRECTORS AND OFFICERS; A COPY OF ACH'S APPLICATION FOR RECOGNITION OF ITS 501(C)(3) TAX-EXEMPT STATUS; AND COPIES OF ACH'S FILED ANNUAL IRS FORMS 990. (B) ANNUAL AUDITS - AT LEAST ONCE EACH YEAR, THE SOLE MEMBER SHALL ENGAGE AN INDEPENDENT ACCOUNTING FIRM TO CONDUCT AN AUDIT OF THE BOOKS AND ACCOUNTS OF ACH AND ITS AFFILIATES AND WILL PROVIDE A COPY OF THE AUDIT REPORT TO THE BOARD OF DIRECTORS. (C) REVIEW OF BYLAWS - AT LEAST ONCE EVERY TWO (2) YEARS, OR PROMPTLY UPON A CHANGE IN APPLICABLE LAW, THE BOARD OF DIRECTORS SHALL REVIEW, OR DELEGATE THE REVIEW OF THE BYLAWS AND SHALL RECOMMEND TO THE SOLE MEMBER ANY SUCH AMENDMENTS AS ARE NECESSARY OR ADVISABLE. (D) CONFLICT OF INTEREST POLICY - THE BOARD SHALL ADOPT, AND SHALL CAUSE THE DIRECTORS, NON-DIRECTOR COMMITTEE MEMBERS, OFFICERS, AND KEY EMPLOYEES OF THE CORPORATION TO ADHERE TO, A CONFLICT OF INTEREST POLICY THAT IS SUBSTANTIALLY CONSISTENT WITH THE PRINCIPLES AND STANDARDS ESTABLISHED FOR ADDRESSING CONFLICTS OF INTEREST BY APPLICABLE LAW, REGULATION, OR ADMINISTRATIVE GUIDANCE AND WITH PREVAILING BEST PRACTICES FOR 501(C)(3) TAX-EXEMPT ORGANIZATIONS. A COPY OF SUCH CONFLICT OF INTEREST POLICY SHALL BE PROVIDED TO EACH NEWLY APPOINTED DIRECTOR AND TO ALL DIRECTORS ON AN ANNUAL BASIS, TOGETHER WITH AN ANNUAL CONFLICT OF INTEREST DISCLOSURE STATEMENT. *REGARDING MAINTAINING A UNIFIED HEALTH SYSTEM, THE BYLAWS STATE THE FOLLOWING: "IN ORDER TO ESTABLISH THE RELATIONSHIPS AMONG THE CONSTITUENT ENTITIES OF THE HEALTH SYSTEM WHICH ARE NECESSARY TO MAINTAIN AN INTEGRATED, UNIFIED SYSTEM, THE CORPORATION SHALL REQUIRE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT THE GOVERNING DOCUMENTS OF ANY ENTITY OF WHICH THE CORPORATION IS THE SOLE CORPORATE MEMBER OR OTHER SOLE CONTROLLING ORGANIZATION CONTAIN THE FOLLOWING: (A) PROVISIONS WHICH RESERVE TO THE CORPORATION THE POWERS OVER SUCH ENTITY AS MAY BE REQUIRED BY THESE BYLAWS, APPLICABLE HEALTH SYSTEM POLICIES OR AS OTHERWISE DETERMINED BY THE MEMBER FROM TIME TO TIME; (B) PROVISIONS WHICH RESERVE TO SUCH ENTITY SUCH POWERS OVER ORGANIZATIONS IT CONTROLS AS MAY BE REQUIRED BY THESE BYLAWS, APPLICABLE HEALTH SYSTEM POLICIES OR AS OTHERWISE DETERMINED BY THE MEMBER FROM TIME TO TIME; AND (C) PROVISIONS WHICH REQUIRE SUCH ENTITY TO REQUIRE THAT THE GOVERNING DOCUMENTS OF ORGANIZATIONS THAT IT IN TURN CONTROLS CONTAIN PROVISIONS WHICH RESERVE TO THE CORPORATION THE POWERS SET FORTH IN THESE BYLAWS, THE GOVERNING DOCUMENTS OF SUCH ENTITY, THESE BYLAWS, APPLICABLE HEALTH SYSTEM POLICIES OR AS OTHERWISE DETERMINED BY THE MEMBER FROM TIME TO TIME." |
| FORM 990, PART IX, LINE 11G | PHYSICIAN'S REMUNERATION: PROGRAM SERVICE EXPENSES 68,483,176. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 68,483,176. TESTING: PROGRAM SERVICE EXPENSES 3,547,629. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 3,547,629. OTHER FEES FOR SERVICE: PROGRAM SERVICE EXPENSES 11,715,556. MANAGEMENT AND GENERAL EXPENSES 6,972,504. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 18,688,060. |
| FORM 990, PART XI, LINE 9: | UNEXPENDED GRANT CARRYOVER ADJUSTMENTS -21,924. ASSET TRANSFER TO ACRI -9,119. TEMPORARY TRANSFER OF NET ASSETS TO ACNW -20,000,000. TRANSFER OF HIPPY FROM ACRI TO ACH 15,464. |
| FORM 990, PART XII, LINE 2C | IT IS PART OF THE RESERVED POWERS OF ARKANSAS CHILDREN'S, INC. TO RETAIN, OVERSEE AND TERMINATE INDEPENDENT EXTERNAL AUDITORS TO AUDIT THE FINANCIAL STATEMENTS OF ACH OR OF ANY AFFILIATE. ONE OF THE STANDING COMMITTEES OF ARKANSAS CHILDREN'S, THE FINANCIAL PLANNING AND OVERSIGHT COMMITTEE, SHALL UNDERTAKE THE FOLLOWING DUTIES IN THE AREAS OF FINANCE AND AUDITS: (I) CAUSING TO BE PREPARED, AND SUBMIT TO THE BOARD OF DIRECTORS AT ITS LAST MEETING BEFORE THE END OF THE FISCAL YEAR, THE CAPITAL AND OPERATING BUDGETS OF THE CORPORATION, AS WELL AS THE CAPITAL AND OPERATING BUDGETS OF AFFILIATES; (II) EXAMINING THE MONTHLY FINANCIAL REPORTS OF THE HEALTH SYSTEM; (III) REVIEWING THE INTERNAL AUDITING FUNCTIONS OF THE HEALTH SYSTEM; (IV) ENGAGING AN EXTERNAL AUDIT FIRM, SUBJECT TO APPROVAL BY THE BOARD OF DIRECTORS; (V) REVIEWING WITH THE INDEPENDENT AUDITOR THE SCOPE AND PLANNING OF THE AUDIT PRIOR TO THE COMMENCEMENT OF THE AUDIT, AS WELL AS UPON COMPLETION OF THE AUDIT, REVIEWING AND DISCUSSING WITH THE INDEPENDENT AUDITOR ANY MATERIAL RISKS OR WEAKNESSES IN INTERNAL CONTROLS IDENTIFIED BY THE AUDITOR, ANY RESTRICTIONS ON THE SCOPE OF THE AUDITOR'S ACTIVITIES OR ACCESS TO REQUESTED INFORMATION, ANY SIGNIFICANT DISAGREEMENTS BETWEEN THE AUDITOR AND MANAGEMENT, AND THE ADEQUACY OF THE HEALTH SYSTEM'S ACCOUNTING AND FINANCIAL REPORTING PROCESSES; (VI) ANNUALLY CONSIDERING THE PERFORMANCE AND INDEPENDENCE OF THE INDEPENDENT AUDITOR; (VII) REVIEWING AND REPORTING TO THE BOARD ON THE ANNUAL AUDITED FINANCIAL STATEMENT OF THE HEALTH SYSTEM CERTIFIED BY THE CORPORATION'S CERTIFIED PUBLIC ACCOUNTANTS, TOGETHER WITH SUCH CERTIFIED PUBLIC ACCOUNTANTS' MANAGEMENT LETTER TO THE CORPORATION WHICH THE COMMITTEE SHALL REVIEW AND REPORT ON TO THE BOARD OF DIRECTORS; (VIII) SUGGESTING MEANS TO IMPROVE FISCAL ACCOUNTABILITY AND INTERNAL AUDIT PROCEDURES FOR THOSE AREAS IDENTIFIED AS REQUIRING IMPROVEMENT; (IX) PROVIDING OVERSIGHT FOR THE HEALTH SYSTEM'S CORPORATE COMPLIANCE PROGRAM, INCLUDING CORPORATE ETHICS AND COMPLIANCE WITH LEGAL AND REGULATORY REQUIREMENTS; AND (X) REPORTING ON THE FINANCIAL PLANNING AND OVERSIGHT COMMITTEE'S ACTIVITIES TO THE FULL BOARD. |
| FORM 990, PART XII, LINE 3B | THE CONSOLIDATED ORGANIZATION IS REQUIRED TO UNDERGO AN AUDIT AS SET FORTH IN THE SINGLE AUDIT ACT AND OMB CIRCULAR A-133 AND DID UNDERGO THAT REQUIRED AUDIT. |
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