TIN:
SCHEDULE A
(Form 990 or 990EZ)
Department of the Treasury
Internal Revenue Service
(Form 990 or 990EZ)
Department of the Treasury
Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. Go to
www.irs.gov/Form990 for instructions and the latest information.
OMB No. 1545-0047
2019
Open to Public
Inspection
Inspection
Name of the organization
Heartland Health
Employer identification number
43-1283316
43-1283316
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 12, check only one box.)
1
2
3
4
5
6
7
8
9
10
11
12
a
b
c
d
e
f
Enter the number of supported organizations
...............................4
g
Provide the following information about the supported organization(s).
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 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 | |||||
| (A)
Heartland Regional Medical Center |
440545289 | 3 | No | 0 | 0 | |
| (B)
Heartland Long Term Acute Care Hospital |
261972987 | 3 | No | 0 | 0 | |
| (C)
Northwest Medical Center Association Inc |
440580870 | 3 | No | 0 | 0 | |
| (D)
Heartland Foundation |
431262768 | 7 | No | 0 | 0 | |
|
Total 4
|
0 | 0 | ||||
For Paperwork Reduction Act Notice, see the Instructions for
Form 990 or 990-EZ.
Form 990 or 990-EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2019
Schedule A (Form 990 or 990-EZ) 2019
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization failed to qualify under the tests listed below, please complete Part III.)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization failed to qualify under the tests listed below, please complete Part III.)
| Calendar year (or fiscal year beginning in) |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 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) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (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 | ||||||
12
12
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,
check this box and stop here........................................
Section C. Computation of Public Support Percentage
14
14
15
15
16a
b
17a
b
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions .....................................................
instructions .....................................................
Schedule A (Form 990 or 990-EZ) 2019
Schedule A (Form 990 or 990-EZ) 2019
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 10 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)
(Complete only if you checked the box on line 10 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)
| Calendar year (or fiscal year beginning in) |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (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) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (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.).. | ||||||
14
Section C. Computation of Public Support Percentage
15
15
16
16
Section D. Computation of Investment Income Percentage
17
17
18
18
19a
b
20
Schedule A (Form 990 or 990-EZ) 2019
Schedule A (Form 990 or 990-EZ) 2019
Page 4
Part IV
Supporting Organizations
(Complete only if you checked a box on line 12 of Part I. If you checked 12a of Part I, complete Sections A and B.
If you checked 12b of Part I, complete Sections A and C. If you checked 12c of Part I, complete Sections A, D, and E. If you checked 12d of Part I, complete Sections A and D, and complete Part V.)
Section A. All Supporting Organizations
Yes
No
1
Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.
1
No
2
Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was
described in section 509(a)(1) or (2).
2
No
3a
Did the organization have a supported organization described in section 501(c)(4), (5), or (6)?
If "Yes," answer (b) and (c) below.
3a
No
b
Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the
public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the
determination.
3b
c
Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes?
If "Yes," explain in Part VI what controls the organization put in place to ensure such use.
3c
4a
Was any supported organization not organized in the United States ("foreign supported organization")?
If “Yes” and if you checked 12a or 12b in Part I, answer (b) and (c) below.
4a
No
b
Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported
organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or
supervised by or in connection with its supported organizations.
4b
c
Did the organization support any foreign supported organization that does not have an IRS determination under sections
501(c)(3) and 509(a)(1) or (2)?
If “Yes,” explain in Part VI what controls the organization used to ensure that all support to
the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.
4c
5a
Did the organization add, substitute, or remove any supported organizations during the tax year?
If “Yes,” answer (b) and
(c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported
organizations added, substituted, or removed; (ii) the reasons for each such action; (iii) the authority under the
organization's organizing document authorizing such action; and (iv) how the action was accomplished (such as by
amendment to the organizing document).
5a
No
b
Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the
organization's organizing document?
5b
c
Substitutions only. Was the substitution the result of an event beyond the organization's control?
5c
6
Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other
than (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its
supported organizations, or (iii) other supporting organizations that also support or benefit one or more of the filing
organization’s supported organizations?
If “Yes,” provide detail in Part VI.
6
No
7
Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in
section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a
substantial contributor?
If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ) .
7
No
8
Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7?
If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ).
8
No
9a
Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as
defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))?
If “Yes,” provide detail in Part VI.
9a
No
b
Did one or more disqualified persons (as defined in line 9a) hold a controlling interest in any entity in which the supporting
organization had an interest?
If “Yes,” provide detail in Part VI.
9b
No
c
Did a disqualified person (as defined in line 9a) have an ownership interest in, or derive any personal benefit from, assets
in which the supporting organization also had an interest?
If “Yes,” provide detail in Part VI.
9c
No
10a
Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding certain
Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)?
If “Yes,” answer line 10b below.
10a
No
b
Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine
whether the organization had excess business holdings).
10b
Schedule A (Form 990 or 990-EZ) 2019
Schedule A (Form 990 or 990-EZ) 2019
Page 5
Part IV
Supporting Organizations (continued)
Yes
No
11
Has the organization accepted a gift or contribution from any of the following persons?
a
A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?
11a
No
b
A family member of a person described in (a) above?
11b
No
c
A 35% controlled entity of a person described in (a) or (b) above?
If “Yes” to a, b, or c, provide detail in Part VI.
11c
No
Section B. Type I Supporting Organizations
Yes
No
1
Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or
elect at least a majority of the organization’s directors or trustees at all times during the tax year?
If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or
trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such
powers during the tax year.
1
2
Did the organization operate for the benefit of any supported organization other than the supported organization(s) that
operated, supervised, or controlled the supporting organization?
If “Yes,” explain in Part VI how providing such benefit
carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting
organization.
2
Section C. Type II Supporting Organizations
Yes
No
1
Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of
each of the organization’s supported organization(s)?
If “No,” describe in Part VI how control or management of the
supporting organization was vested in the same persons that controlled or managed the supported organization(s).
1
No
Section D. All Type III Supporting Organizations
Yes
No
1
Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s
tax year, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the
Form 990 that was most recently filed as of the date of notification, and (iii) copies of the organization’s governing
documents in effect on the date of notification, to the extent not previously provided?
1
2
Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s)
or (ii) serving on the governing body of a supported organization?
If "No," explain in Part VI how the organization
maintained a close and continuous working relationship with the supported organization(s).
2
3
By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the
organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax
year?
If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.
3
Section E. Type III Functionally-Integrated Supporting Organizations
1
Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):
a
b
c
2
Activities Test. Answer (a) and (b) below.
Yes
No
a
Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported
organization(s) to which the organization was responsive?
If "Yes," then in Part VI identify those supported
organizations and explain how these activities directly furthered their exempt purposes, how the organization was
responsive to those supported organizations, and how the organization determined that these activities constituted
substantially all of its activities.
2a
b
Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the
organization’s supported organization(s) would have been engaged in?
If "Yes," explain in Part VI the reasons for the
organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s
involvement.
2b
3
Parent of Supported Organizations. Answer (a) and (b) below.
a
Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of
the supported organizations?
Provide details in Part VI.
3a
b
Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its
supported organizations?
If "Yes," describe in Part VI. the role played by the organization in this regard.
3b
Schedule A (Form 990 or 990-EZ) 2019
Schedule A (Form 990 or 990-EZ) 2019
Page 6
Part V
Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations
1
| 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
Schedule A (Form 990 or 990-EZ) 2019
Schedule A (Form 990 or 990-EZ) 2019
Page 7
| 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 2019 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-2019 |
(iii) Distributable Amount for 2019 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2019 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2019 (reasonable cause required-- explain in Part VI). See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2019: | ||||
| a From 2014....... | ||||
| b From 2015....... | ||||
| c From 2016....... | ||||
| d From 2017....... | ||||
| e From 2018....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2019 distributable amount | ||||
|
i
Carryover from 2014 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2019 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2019 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2019, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
6
Remaining underdistributions for 2019. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
7 Excess distributions carryover to 2020. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a Excess from 2015..... | ||||
| b Excess from 2016..... | ||||
| c Excess from 2017..... | ||||
| d Excess from 2018..... | ||||
| e Excess from 2019..... | ||||
Schedule A (Form 990 or 990-EZ) (2019)
Schedule A (Form 990 or 990-EZ) 2019
Page 8
Part VI
Supplemental Information.
Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| Schedule A, Part IV, Section A, Line 1 Supported Orgs Listed By Name | HEARTLAND HEALTH AND ITS SUPPORTED ORGANIZATION HAVE A HISTORIC AND CONTINUING RELATIONSHIP. HEARTLAND HEALTH HAS BEEN THE SOLE MEMBER OF HEARTLAND REGIONAL MEDICAL CENTER SINCE 1983, THIS RELATIONSHIP IS CONTINUING THROUGH TODAY. IN ADDITION, ALL MEMBERS OF THE BOARD OF HEARTLAND HEALTH ARE ALSO THE MEMBERS OF THE BOARD OF THE SUPPORTED ORGANIZATION, HEARTLAND REGIONAL MEDICAL CENTER. Heartland Health and the supported organization of Heartland Long Term Acute Care Hospital have a historic and continuing relationship. Heartland Health has been the sole member of Heartland Long Term Acute Care Hospital since 2008. This relationship is continuing through today. Heartland Health and the supported organization of Northwest Medical Center Association, Inc. have a historic and continuing relationship. Heartland Health has been the sole member of Northwest Medical Center Association, Inc. since 2015. This relationship is continuing through today. Heartland Health and the supported organization of Heartland Foundation have a historic and continuing relationship. Heartland Health has been the sole member of Heartland Foundation since 1983. This relationship is continuing through today. Heartland Health and all its supporting organizations listed above are Missouri not for profit corporations, are organized and shall be operated exclusively for religious, charitable, scientific and educational purposes. The corporations were formed out of the community's concern to provide competent and compassionate health care. The commitment has been made to quality care for each person, recognizing that spiritual, physical, emotional, inter-personal and communal needs are so intertwined that all must be addressed if one is to be met. This pubic support from all the entities follows in regard to the regulations that govern these requirements above know as 1.509(a)-4(d)(2). |
| Schedule A, Part IV, Section C, Line 1 Majority director detail | Heartland Health Board of Directors and the Heartland Regional Medical Center board of directors are comprised of the same individuals. Heartland Regional Medical Center: Authority: In addition to its other authority, Heartland Health, the sole Member of Heartland Regional Medical Center, shall have the following powers with respect to the Corporation: overall strategic direction (excluding matters related primarily to the accountable care organization (ACO) operated by the Hospital, including specifically any Medicare shared savings program created under the Affordable Care Act), appointment of auditors and legal counsel, establishment of banking relationships and management of cash and other assets (excluding ACO shared savings distributions and repayment of shared losses), long-range planning, adoption of annual operating plans and application for certificates of need. Powers: Except for those powers reserved to Heartland Health, the Sole Member of Heartland Regional Medical Center, shall manage the property, business and affairs of the Hospital. Subject to limitations in the Articles of Incorporation or these Bylaws, the Board of Directors shall have all of the power and authority permitted by law to supervise, control, direct and manage the property, affairs and activities of the Hospital, to determine the policies of the Hospital, and to do or cause to be done any and all lawful things for and on behalf of the Hospital; provided, however, that (1) the Board of Directors shall not authorize or permit the Hospital to engage in any activity not permitted to be transacted by the Articles of Incorporation or by a not-for-profit corporation organized under the laws of the State of Missouri, and (2) none of the powers of the Hospital shall be exercised to carry on activities, other than as an insubstantial part of its activities, which are not in themselves in furtherance of the purposes of the Hospital. In addition, the Board of Directors shall have the following powers and authority related to the oversight and operation of the ACO: A. receiving and distributing shared savings; B. repaying shared losses, if applicable; c. establishing, reporting, and ensuring ACO participant and ACO providers/suppliers compliance with ACO program requirements, including the quality performance standards D. fulfilling any other ACO functions as required under applicable ACO regulations, statutes, or contract terms; E. oversight and strategic direction of the ACO; F. holding ACO management (Hospital President and other officers) accountable for the ACO's activities. HEARTLAND LONG TERM ACUTE CARE HOSPITAL: In addition to all authority provided Heartland Health, the Sole Member of Heartland Long Term Acute Care Hospital by applicable law, shall have the right to exercise all powers reserved to the Sole Member as provided for in Section 4.4 of these Bylaws. Powers Reserved to Heartland Health, the Sole Member of Heartland Long Term Acute Care Hospital. The Board of Directors may recommend, but shall not, without the express written consent of the Sole Member, have the power to take any of the following actions: A. Any fundamental change in the mission, purpose or philosophy of the Hospital; B. Any change affecting or threatening Host Hospital's compliance and required qualifications as a sole community provider, particularly during the first six (6) months of requisite data collection under classification as a short term acute care hospital, or in the event the Hospital reverts to its initial CMS certification as a short term acute care hospital; c. The incurrence of debt, including without limitation, borrowings, guarantees, loans, encumbrances, operating leases, purchase or lease of real estate, and capital leases, in excess of Five Hundred Thousand Dollars ($500,000), measured in an annual aggregate; D. Any merger or consolidation to which the Hospital is a party; E. The sale or disposition of all or substantially all of the assets of the Hospital; F. Policies pertaining to charity care; G. Any release or cancellation of individual claims in excess of $75,000; H. Any capital expenditures which in the aggregate exceed $250,000 annually; Appointment and removal of the Corporate Director or change the number of Directors. J. The defense, settlement or resolution of any dispute involving the Hospital in which the amount in controversy is in excess of $250,000. K. The defense, settlement or resolution of any regulatory challenges to the legal structure of the Hospital, alleged overpayments from any governmental agency or any allegations from a governmental agency of fraud and abuse. L. Approve the strategic plan of the Hospital Such a recommendation or other action by the Board of Directors shall not be a requirement for action by the Sole Member, except as otherwise required by applicable law. Heartland Foundation: Authority: In addition to its other authority, Heartland Health, the Sole Member of the Heartland Foundation, shall have the following powers with respect to the Foundation: overall strategic direction, election of Trustees, appointment of the Chief Executive Officer, other senior officers, auditors, and legal counsel, establishment of banking relationships and management of cash and other assets, approval of changes to the Articles of Incorporation and Bylaws, long-range planning, and adoption of annual operating plans. Powers: Except for those powers reserved to Heartland Health, the Sole Member of the Heartland Foundation, the property, business and affairs of the Foundation shall be managed by the Board of Trustees of the Foundation. Subject to limitations in the Articles of Incorporation or these Bylaws, the Board of Trustees shall have all of the power and authority permitted by law to supervise, control, direct and manage the property, affairs and activities of the Foundation, to determine the policies of the Foundation, and to do or cause to be done any and all lawful things for and on behalf of the Foundation; provided, however, that (1) the Board of Trustees shall not authorize or permit the Foundation to engage in any activity not permitted to be transacted by the Articles of Incorporation or by a not-for-profit corporation organized under the laws of the State of Missouri, and (2) none of the powers of the Foundation shall be exercised to carry on activities, other than as an insubstantial part of its activities, which are not in themselves in furtherance of the purposes of the Foundation. Northwest Medical Center Association, Inc.: Authority: In addition to its other authority, Heartland Health, the Sole Member of Northwest Medical Center Association, Inc., shall have the following powers with respect to the Hospital: overall strategic direction, number and election of Board members, appointment of auditors and legal counsel, establishment of banking relationships and management of cash and other assets, approval of changes to the Articles of Incorporation and Bylaws, long-range planning, adoption of annual operating plans and application for certificates of need. Powers: Except for those powers reserved to Heartland Health, the Sole Member of Northwest Medical Center Association, Inc., shall manage the property, business and affairs of the Hospital. Subject to limitations in the Articles of Incorporation or these Bylaws, the Board of Directors shall have all of the power and authority permitted by law to supervise, control, direct and manage the property, affairs and activities of the Hospital, to determine the policies of the Hospital, and to do or cause to be done any and all lawful things for and on behalf of the Hospital; provided, however, that (1) the Board of Directors shall not authorize or permit the Hospital to engage in any activity not permitted to be transacted by the Articles of Incorporation or by a not-for-profit corporation organized under the laws of the State of Missouri, and (2) none of the powers of the Hospital shall be exercised to carry on activities, other than as an insubstantial part of its activities, which are not in themselves in furtherance of the purposes of the Hospital. |
Schedule A (Form 990 or 990-EZ) 2019
Additional Data
| Software ID: | 17005876 |
| Software Version: | 2017v2.2 |