Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for the latest information.
| (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 | |||||
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Total |
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Calendar year (or fiscal year beginning in) ![]() |
(a) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (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) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (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) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (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) 2014 | (b) 2015 | (c) 2016 | (d) 2017 | (e) 2018 | (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) |
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| 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) |
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| 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): |
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| 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 |
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| 9 Distributable amount for 2018 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-2018 |
(iii) Distributable Amount for 2018 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2018 from Section C, line 6 |
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|
2
Underdistributions, if any, for years prior to 2018 (reasonable cause required-- explain in Part VI). See instructions. |
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| 3 Excess distributions carryover, if any, to 2018: | ||||
| a From 2013....... | ||||
| b From 2014....... | ||||
| c From 2015....... | ||||
| d From 2016....... | ||||
| e From 2017....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2018 distributable amount | ||||
|
i
Carryover from 2013 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2018 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2018 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2018, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2018. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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7 Excess distributions carryover to 2019. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2014...... | ||||
| b Excess from 2015..... | ||||
| c Excess from 2016..... | ||||
| d Excess from 2017..... | ||||
| e Excess from 2018..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990 PART I, LINE 1 & PART III, LINE 1 | DESCRIPTION OF ORGANIZATION'S MISSION COMMUNITY PHYSICIANS ASSOCIATES, INC. (CPA) IS AN AFFILIATE OF BETH ISRAEL DEACONESS HOSPITAL - MILTON (BID-MILTON OR HOSPITAL) AND PROVIDES PRIMARY CARE AND SPECIALIST HEALTHCARE SERVICES IN MILTON, MASSACHUSETTS AND THE SURROUNDING COMMUNITIES. CPA IS DEDICATED TO PROVIDING HIGH-QUALITY, CUTTING-EDGE CARE TO PATIENTS IN THE COMMUNITIES WHERE THEY LIVE AND WORK, REGARDLESS OF THEIR RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, NATIONAL ORIGIN, ANCESTRY, AGE, OR DISABILITY. BID-MILTON SERVES AS THE SOLE MEMBER OF CPA. BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC OR MEDICAL CENTER), IS A NATIONALLY RECOGNIZED TERTIARY CARE ACADEMIC MEDICAL CENTER, IS A TEACHING HOSPITAL OF HARVARD MEDICAL SCHOOL AND FOR THE PERIOD COVERED BY THIS FILING SERVED AS THE SOLE MEMBER OF BID-MILTON AND THE MILTON HOSPITAL FOUNDATION. BIDMC IS EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AND IS RECOGNIZED NATIONALLY FOR THE CLINICAL EXCELLENCE OF ITS FACULTY AND THE PATIENT CARE PROVIDED, AS WELL AS FOR THE MAGNITUDE AND BREADTH OF ITS RESEARCH AND FOR ITS COMMITMENT TO MEDICAL EDUCATION. MANY OF THE PHYSICIANS AT BID-MILTON AND CPA ALSO HOLD APPOINTMENTS AT HARVARD OR OTHER MAJOR MEDICAL SCHOOLS AND ARE TIED CLOSELY WITH THEIR COLLEAGUES AT OTHER ACADEMIC MEDICAL CENTERS. ON MARCH 1, 2019, LAHEY HEALTH SYSTEM INCLUDING THE LAHEY CLINIC AND LAHEY CLINIC HOSPITAL D/B/A LAHEY HOSPITAL AND MEDICAL CENTER, WINCHESTER HOSPITAL, NORTHEAST HOSPITAL CORPORATION D/B/A BEVERLY HOSPITAL, ADDISON GILBERT HOSPITAL AND BAYRIDGE HOSPITAL, THE BETH ISRAEL DEACONESS SYSTEM INCLUDING BETH ISRAEL DEACONESS MEDICAL CENTER, BETH ISRAEL DEACONESS MILTON, BETH ISRAEL DEACONESS NEEDHAM AND BETH ISRAEL DEACONESS PLYMOUTH, MOUNT AUBURN HOSPITAL, NEW ENGLAND BAPTIST HOSPITAL, ANNA JAQUES HOSPITAL AS WELL AS ENTITIES FOR WHICH THESE LISTED ORGANIZATIONS SERVE AS SOLE MEMBER AND ADDITIONAL AFFILIATES CAME TOGETHER TO FORM BETH ISRAEL LAHEY HEALTH (BILH). BILH IS AN INTEGRATED HEALTH CARE SYSTEM COMMITTED TO EXPANDING ACCESS TO EXTRAORDINARY PATIENT CARE ACROSS EASTERN MASSACHUSETTS AND ADVANCING THE SCIENCE AND PRACTICE OF MEDICINE THROUGH GROUNDBREAKING RESEARCH AND EDUCATION. THE BILH SYSTEM IS COMPRISED OF ACADEMIC AND TEACHING HOSPITALS, A PREMIER ORTHOPEDICS HOSPITAL, PRIMARY CARE AND SPECIALTY CARE PROVIDERS, AMBULATORY SURGERY CENTERS, URGENT CARE CENTERS, COMMUNITY HOSPITALS, HOMECARE SERVICES, OUTPATIENT BEHAVIORAL HEALTH CENTERS, ADDICTION TREATMENT PROGRAMS. BILH'S COMMUNITY OF CLINICIANS, CAREGIVERS AND STAFF INCLUDES APPROXIMATELY 4,000 PHYSICIANS AND 35,000 EMPLOYEES. BID-MILTON, CPA AND ALL OF THE AFFILIATES ARE COMMITTED TO IMPROVING THE HEALTH OF THE COMMUNITIES SERVED BY PROVIDING HIGH QUALITY, PERSONALIZED HEALTH CARE WITH COMPASSION, DIGNITY AND RESPECT FOR PATIENT RIGHTS IN A COST EFFECTIVE AND SAFE ENVIRONMENT. |
| FORM 990, PART III, LINE 4A | ORTHOPAEDIC CARE: DURING THE PERIOD COVERED BY THIS FILING, COMMUNITY PHYSICIAN ASSOCIATES (CPA) HELPED MEET COMMUNITY NEEDS FOR ORTHOPAEDIC CARE BY EMPLOYING FOUR ORTHOPAEDIC SURGEONS AND FOUR PHYSICIAN ASSISTANTS WITH AN OFFICE LOCATION IN MILTON, MA. ORTHOPAEDIC CARE INCLUDES SURGICAL, PRE- AND POST-SURGICAL CARE AND NON-SURGICAL INTERVENTIONS IN AREAS INCLUDING JOINT PAIN/JOINT REPLACEMENT, SPORTS MEDICINE, FRACTURE CARE, KNEE, SHOULDER AND ELBOW SURGERY, ARTHROSCOPIC SURGERY AND TREATMENT FOR OTHER FORMS OF BONE AND JOINT CONDITIONS. THE ORTHOPEDIC STAFF PROVIDED 7,457 PATIENT VISITS AND PERFORMED 2,501 ORTHOPAEDIC SURGICAL PROCEDURES. |
| FORM 990, PART III, LINE 4B | OTHER SPECIALTY CARE SERVICES: CPA ALSO PROVIDES NEUROLOGY SERVICES, INCLUDING HEADING THE BID-MILTON STROKE RESPONSE AND TREATMENT COMMITTEE. DURING THE PERIOD COVERED BY THIS FILING, THERE WERE 163 STROKE CODES CALLED AND 193 EMG/EEG PERFORMED. |
| FORM 990, PART III, LINE 4C | PRIMARY CARE SERVICES: DURING FISCAL YEAR 2019 CPA PROVIDED PRIMARY CARE TO THE COMMUNITY. PRIMARY CARE PHYSICIANS (PCPS) ARE COMMUNITY BASED MEDICAL DOCTORS WHO GENERALLY PROVIDE THE FIRST CONTACT FOR A PATIENT WITH A NON-EMERGENT UNDIAGNOSED HEALTH CONCERN, AS WELL AS CONTINUING CARE FOR A VARIETY OF MEDICAL CONDITIONS, KEEPING CARE IN THE COMMUNITY WHEN IT IS APPROPRIATE. WHEN ADVANCED CARE IS NEEDED, CPA PROVIDES CONVENIENT ACCESS TO HIGH-QUALITY COMMUNITY CARE AT ITS AFFILIATE, BID-MILTON, AND LEADING-EDGE TREATMENT FROM BETH ISRAEL DEACONESS MEDICAL CENTER, A WORLD RENOWNED TERTIARY CARE ACADEMIC MEDICAL CENTER AND AN AFFILIATE OF BOTH BID-MILTON AND CPA. DURING THE PERIOD COVERED BY THIS FILING CPA PROVIDED 3,164 FAMILY PRACTICE PATIENT OFFICE VISITS. |
| FORM 990, PART IV, QUESTION 12 AND 12A | STATEMENT RE AUDITED FINANCIAL STATEMETS THE BOSTON, MA OFFICE OF KPMG ISSUED AN UNQUALIFIED OPINION ON THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF THE BETH ISRAEL LAHEY HEALTH, INC. AND AFFILIATES FOR FISCAL PERIOD ENDED SEPTEMBER 30, 2019. THESE STATEMENTS WERE PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) AND INCLUDED THE ACCOUNTS OF THE BETH ISRAEL LAHEY HEALTH, INC. (BILH), AND THE ENTITIES FOR WHICH BETH ISRAEL LAHEY HEALTH, INC. (BILH) SERVED AS SOLE MEMBER DURING THE FISCAL PERIOD COVERED BY THIS FILING, (BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC), MOUNT AUBURN HOSPITAL (MAH), NEW ENGLAND BAPTIST HOSPITAL (NEBH), BETH ISRAEL DEACONESS HOSPITAL MILTON, INC. (MILTON), BETH ISRAEL DEACONESS HOSPITAL NEEDHAM, INC. (NEEDHAM), BETH ISRAEL DEACONESS HOSPITAL PLYMOUTH, INC. (PLYMOUTH), LAHEY CLINIC FOUNDATION, LAHEY HEALTH SHARED SERVICES, WINCHESTER HOSPITAL (WINCHESTER), NORTHEAST HOSPITAL CORPORATION (NHC), NORTHEAST BEHAVIORAL HEALTH CORPORATION (NBHC) AND ANNA JAQUES HOSPITAL). EACH OF THESE AFFILIATES MAY IN TURN SERVE AS MEMBER OF ADDITIONAL ENTITIES WITHIN THE NETWORK OF AFFILIATES, AND WHOSE ACCOUNTS ARE INCLUDED IN THE BILH AUDITED FINANCIAL STATEMENTS. THE FINANCIAL STATEMENTS ALSO INCLUDE THE ACCOUNTS OF HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER, INC. (HMFP), THE DEDICATED PHYSICIAN PRACTICE OF BETH ISRAEL DEACONESS MEDICAL CENTER AND AN ENTITY INTEGRALLY RELATED TO HELPING BIDMC ACCOMPLISH ITS CHARITABLE PURPOSES, AS WELL AS ALL ENTITIES FOR WHICH THESE ENTITIES SERVE AS MEMBER. |
| FORM 990, PART V, QUESTION 7G | CONTRIBUTIONS OF INTELLECTUAL PROPERTY COMMUNITY PHYSICIANS ASSOCIATES, INC. DID NOT RECEIVE ANY CONTRIBUTIONS OF INTELLECTUAL PROPERTY AND AS SUCH, WAS NOT REQUIRED TO FILE FORM 8899. |
| FORM 990, PART V, QUESTION 7H | CONTRIBUTIONS OF CARS, BOATS, AIRPLANES AND OTHER VEHICLES COMMUNITY PHYSICIANS ASSOCIATES, INC. DID NOT RECEIVE ANY CONTRIBUTIONS OF CARS, BOATS, AIRPLANES OR OTHER VEHICLES AND AS SUCH, WAS NOT REQUIRED TO FILE FORM 1098-C. |
| FORM 990, PART VI, SECTION A, LINE 2 | THE FOLLOWING COMMUNITY PHYSICIANS ASSOCIATES, INC. (CPA) OFFICERS, DIRECTOR/TRUSTEES, AND KEY EMPLOYEES HAVE BUSINESS OR FAMILY RELATIONSHIPS: MICHAEL BRADY AND H. ESTERBROOK LONGMAID, MD HAVE A BUSINESS RELATIONSHIP. MICHAEL BRADY AND JON CRONIN, MD HAVE A BUSINESS RELATIONSHIP. IN ADDITION FOR THE PERIOD COVERED BY THIS FILING, BETH ISRAEL LAHEY HEALTH, INC. SERVED AS THE SOLE MEMBER OF BETH ISRAEL DEACONESS MEDICAL CENTER, INC. (BIDMC), MOUNT AUBURN HOSPITAL (MAH), NEW ENGLAND BAPTIST HOSPITAL (NEBH), BETH ISRAEL DEACONESS HOSPITAL MILTON, INC. (MILTON), BETH ISRAEL DEACONESS HOSPITAL NEEDHAM, INC. (NEEDHAM), BETH ISRAEL DEACONESS HOSPITAL PLYMOUTH, INC. (PLYMOUTH), LAHEY HEALTH SHARED SERVICES, LAHEY CLINIC FOUNDATION, WINCHESTER HOSPITAL (WINCHESTER), NORTHEAST HOSPITAL CORPORATION (NHC), NORTHEAST BEHAVIORAL CORPORATION (NBC), AND ANNA JAQUES HOSPITAL. THE LAHEY CLINIC FOUNDATION IN TURN SERVES AS SOLE MEMBER TO LAHEY CLINIC INC, AND LAHEY CLINIC HOSPITAL DBA LAHEY HOSPITAL AND MEDICAL CENTER (LHMC). ADDITIONAL ENTITIES LISTED HERE MAY ALSO IN TURN SERVE AS MEMBER TO OTHER NETWORK AFFILIATES. TWO OR MORE OF THE PERSONS LISTED IN THIS FORM 990 PART VII HAVE A BUSINESS RELATIONSHIP WITH EACH OTHER BY VIRTUE OF SITTING ON ONE OR MORE BOARDS OF DIRECTORS/TRUSTEES OR BY SERVING IN AN EMPLOYMENT RELATIONSHIP WITH ONE OR MORE ENTITIES WITHIN THE NETWORK OF AFFILIATED ORGANIZATIONS. ADDITIONAL DETAIL IS PROVIDED IN THE EXPLANATORY NOTES TO THIS FORM 990 SCHEDULE J. |
| FORM 990, PART VI, SECTION A, LINE 4 | COMMUNITY PHYSICIANS ASSOCIATES MADE CHANGES TO ITS BYLAWS DURING THE FISCAL PERIOD ENDED SEPTEMBER 30, 2019 AS PART OF THE CREATION OF THE BETH ISRAEL LAHEY HEALTH (BILH), AN INTEGRATED HEALTH CARE SYSTEM PROVIDING PATIENT CARE INFORMED BY WORLD-CLASS RESEARCH AND EDUCATION. BETH ISRAEL LAHEY HEALTH, INC. BECAME THE SOLE MEMBER OF COMMUNITY PHYSICIANS ASSOCIATES'S MEMBER. CHANGES TO THE BYLAWS AFFECT: - NUMBER, QUALIFICATION, TERM AND APPOINTMENT OF TRUSTEES - TRUSTEES POWERS AND RESPONSIBILITIES; LIMITATIONS - MEETINGS - APPOINTMENT, TERMS, REMOVAL, RESIGNATION AND RESPONSIBILITIES OF OFFICERS - COMMITTEES |
| FORM 990, PART VI, SECTION A, LINE 6 | EFFECTIVE MARCH 1, 2019, BETH ISRAEL LAHEY HEALTH, INC. (BILH) IS THE SOLE MEMBER OF BETH ISRAEL DEACONESS HOSPITAL - MILTON, INC., THE MEMBER OF COMMUNITY PHYSICIANS ASSOCIATES. |
| FORM 990, PART VI, SECTION A, LINE 7A | COMMUNITY PHYSICIANS ASSOCIATES'S GOVERNING BODY IS COMPRISED OF THE SAME INDIVIDUALS SERVING ON THE MEMBER'S GOVERNING BODY. |
| FORM 990, PART VI, SECTION A, LINE 7B | THE MEMBER OF COMMUNITY PHYSICIANS ASSOCIATES HAS THE FOLLOWING RIGHTS, AS DESIGNATED IN COMMUNITY PHYSICIANS ASSOCIATES'S BYLAWS: SUBJECT TO THE PROVISIONS OF THE ARTICLES OF ORGANIZATION AND THESE BYLAWS, THE MEMBER SHALL HAVE THE RIGHT TO EXERCISE ALL POWERS, BOTH POSITIVE AND NEGATIVE, CONFERRED BY MASSACHUSETTS GENERAL LAWS ("M.G.L.") CHAPTER 180, AS AMENDED, ON MEMBERS OF CORPORATIONS ORGANIZED UNDER M.G.L. CHAPTER 180. IN ADDITION, EXCEPT AS ARE EXPRESSLY GRANTED TO THE BOARD OF TRUSTEES OF THE CORPORATION ("BOARD") IN THESE BYLAWS, THE MEMBER SHALL HAVE THE RIGHT TO EXERCISE ALL POWERS, POSITIVE AND NEGATIVE, CONFERRED BY M.G.L. CHAPTER 180 ON BOARDS OF CORPORATIONS ORGANIZED UNDER M.G.L. CHAPTER 180. THE POWERS AND RESPONSIBILITIES OF THE BOARD INCLUDE THE FOLLOWING: (A) PROVIDING RECOMMENDATIONS TO THE MEMBER REGARDING (I) THE ESTABLISHMENT OF THE CORPORATION'S POLICIES, (II) THE MAINTENANCE OF PATIENT CARE QUALITY, AND (III) THE PROVISION OF CLINICAL SERVICES AND COMMUNITY SERVICE PLANNING IN A MANNER RESPONSIVE TO LOCAL COMMUNITY NEEDS; (B) ENSURING COMPLIANCE WITH ALL LICENSURE AND ACCREDITATION REQUIREMENTS, INCLUDING CREDENTIALING AND OTHER MEDICAL STAFF MATTERS; (C) PROVIDING OVERSIGHT FOR INSTITUTIONAL PLANNING, MAKING RECOMMENDATIONS FOR NEW CLINICAL SERVICES, AND PARTICIPATING IN AN ANNUAL REVIEW OF THE CORPORATION'S STRATEGIC AND FINANCIAL PLAN AND GOALS; (D) REVIEWING AND RECOMMENDING APPROVAL OF OPERATING AND CAPITAL BUDGETS AS WELL AS MAKING RECOMMENDATIONS WITH RESPECT TO CAPITAL EXPENDITURES; (E) MAKING RECOMMENDATIONS WITH RESPECT TO QUALITY ASSESSMENT AND IMPROVEMENT PROGRAMS; (F) PROVIDING OVERSIGHT OF RISK MANAGEMENT PROGRAMS RELATING TO PATIENT CARE AND SAFETY; AND (G) EVALUATING RECRUITMENT NEEDS TO ENSURE ADEQUATE MEDICAL STAFF CAPACITY TO CONTINUE TO MEET COMMUNITY NEEDS. EXCEPT AS OTHERWISE PROVIDED IN THESE BYLAWS, THE BOARD SHALL ACT IN AN ADVISORY CAPACITY AND CONSISTENT THEREWITH SHALL HAVE ONLY THE FOLLOWING POWERS: (A) POWERS EXPRESSLY GRANTED BY THE MEMBER FROM TIME TO TIME; AND (B) POWER TO EXERCISE ITS AUTHORITY AS A MEMBER OF OTHER CORPORATIONS. THE POWERS OF THE BOARD SHALL BE SUBJECT TO THE RESERVED POWERS OF THE MEMBER AS NOTED ABOVE. NOTWITHSTANDING CLAUSE (B) ABOVE, THE POWER OF THE CORPORATION TO EXERCISE ITS AUTHORITY AS A MEMBER OF ANOTHER CORPORATION SHALL BE SUBJECT TO THE FOLLOWING LIMITATIONS: (X) ALL STATUTORY POWERS THAT RESIDE IN THE CORPORATION AS A MEMBER OF ANOTHER CORPORATION UNDER MASSACHUSETTS LAW MAY BE EXERCISED BY THE CORPORATION ONLY AT THE EXPRESS AND EXPLICIT DIRECTION OF, AND WITH THE APPROVAL OF, THE SYSTEM MEMBER; (Y) ALL STATUTORY POWERS THAT RESIDE IN THE CORPORATION AS A MEMBER OF ANOTHER CORPORATION UNDER MASSACHUSETTS LAW MAY BE EXERCISED DIRECTLY BY THE SYSTEM MEMBER AFTER CONSULTATION WITH THE CHAIR BUT OTHERWISE WITHOUT THE APPROVAL OR PARTICIPATION OF THE CORPORATION; AND (Z) OTHER THAN STATUTORY POWERS, THE CORPORATION SHALL HAVE ONLY THOSE POWERS AND AUTHORITIES OVER AND WITH RESPECT TO THE CORPORATIONS OF WHICH IT IS A MEMBER AS ARE EXPRESSLY AND EXPLICITLY DELEGATED OR DIRECTED TO THE CORPORATION BY ACTION OF THE SYSTEM MEMBER'S BOARD. |
| FORM 990, PART VI, SECTION B, LINE 11B | AS NOTED IN VARIOUS DISCLOSURES THROUGHOUT THIS FILING, EFFECTIVE MARCH 1, 2019, BETH ISRAEL LAHEY HEALTH, INC. (BILH) BECAME THE SOLE MEMBER OF COMMUNITY PHYSICIANS ASSOCIATES, INC.. THIS FORM 990 IS REVIEWED BY THE CHIEF FINANCIAL OFFICER OF COMMUNITY PHYSICIANS ASSOCIATES, INC. (CPA), THE TAX DIRECTOR OF BILH AND DELOITTE TAX, LLP. A COPY OF THE COMPLETE RETURN IS THEN PROVIDED TO EACH MEMBER OF THE COMMUNITY PHYSICIANS ASSOCIATES, INC. (CPA) BOARD PRIOR TO SUBMISSION TO THE INTERNAL REVENUE SERVICE. |
| FORM 990, PART VI, SECTION B, LINE 12C | EXPLANATION OF MONITORING AND ENFORCEMENT OF CONFLICTS COMMUNITY PHYSICIANS ASSOCIATES (CPA) HAS A WRITTEN, COMPREHENSIVE CONFLICT OF INTEREST POLICY. PURSUANT TO THAT POLICY, ALL OFFICERS, TRUSTEES AND KEY EMPLOYEES OF CPA ARE ASKED TO COMPLETE AN ANNUAL CONFLICT OF INTEREST FORM WHICH IS DESIGNED TO REQUIRE DISCLOSURE OF ANY BUSINESS RELATIONSHIPS MAINTAINED BY OFFICERS, TRUSTEES OR KEY EMPLOYEES AND THEIR FAMILY MEMBERS AND WHICH MAY RESULT IN A CONFLICT OF INTEREST. BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC) IS A TERTIARY CARE ACADEMIC MEDICAL CENTER EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND IS A SISTER ENTITY TO CPA. THE BIDMC OFFICE OF COMPLIANCE AND BUSINESS CONDUCT ADMINISTERS A CONFLICT OF INTEREST QUESTIONNAIRE PROCESS ANNUALLY IN CONJUNCTION WITH THE CPA OFFICE OF COMPLIANCE AND PROVIDES A SUMMARY OF POSITIVE RESPONSES TO CPA'S COMPLIANCE OFFICER FOR REVIEW AND DETERMINATION OF ANY POTENTIAL OR ACTUAL CONFLICT. ANY ACTIVITY THAT REQUIRES ACTION UNDER THE CONFLICT OF INTEREST POLICY IS SUBJECT TO ONGOING REVIEW BY CPA. PURSUANT TO THE CONFLICT OF INTEREST POLICY, CERTAIN ACTIVITIES WHICH COULD CREATE CONFLICTS OF INTEREST ARE PROHIBITED WHILE OTHER TYPES OF RELATIONSHIPS ARE PERMITTED, SUBJECT TO COMPLIANCE WITH A PLAN TO REQUIRE DISCLOSURE AND RECUSAL, INCLUDING APPROPRIATE DOCUMENTATION IN THE MINUTES. AS PREVIOUSLY NOTED IN THIS FILING, EFFECTIVE MARCH 1, 2019, BETH ISRAEL LAHEY HEALTH (BILH) BECAME THE SOLE MEMBER OF THE MEMBER OF CPA. IN ADDITION TO THE CONFLICT OF INTEREST PROCESS OUTLINED ABOVE, THE BILH TAX DEPARTMENT ISSUED A TAX QUESTIONNAIRE TO ALL CURRENT AND FORMER MEMBERS OF THE CPA BOARD OF TRUSTEES AS WELL AS CURRENT AND FORMER OFFICERS AND KEY EMPLOYEES. THE TAX QUESTIONNAIRE PROCESS WAS DESIGNED TO GATHER THE INFORMATION NECESSARY FOR CPA TO COMPLETELY AND ACCURATELY PROCESS AND COMPLETE FORM 990 SCHEDULE L, TRANSACTIONS WITH INTERESTED PERSONS AND FORM 990, PART VI, QUESTION 2, FAMILY AND BUSINESS RELATIONSHIPS BETWEEN OFFICERS, DIRECTORS/TRUSTEES AND KEY EMPLOYEES. |
| FORM 990, PART VI, SECTION B, LINE 15 | DESCRIPTION OF PROCESS TO DETERMINE COMPENSATION OF THE ORGANIZATIONS CEO AND OTHER OFFICERS AND KEY EMPLOYEES AS PREVIOUSLY NOTED IN THIS FILING, BETH ISRAEL DEACONESS HOSPITAL MILTON (BID-MILTON) IS A CLOSE AFFILIATE OF COMMUNITY PHYSICIANS ASSOCIATES, INC. (CPA) AND BOTH HAVE IDENTICAL BOARDS OF DIRECTORS. IN ADDITION, AS ALSO NOTED THROUGHOUT THIS FILING, CPA AND BID-MILTON ALONG WITH THEIR ADDITIONAL AFFILIATES ALL BECAME MEMBERS OF THE BETH ISRAEL LAHEY HEALTH NETWORK OF AFFILIATES WITH BILH SERVING AS BID-MILTON'S SOLE MEMBER AND BID-MILTON SERVING AS CPA'S SOLE MEMBER EFFECTIVE MARCH 1, 2019. PRIOR TO MARCH 1, 2019 BID-MILTON MAINTAINED A COMPENSATION COMMITTEE THAT WAS COMPOSED OF MEMBERS OF THE BOARD OF DIRECTORS. ALL MEMBERS WERE INDEPENDENT. AS REQUIRED BY THIS FORM 990 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2019, COMPENSATION REPORTED HEREIN IS CALENDAR YEAR 2018 COMPENSATION. AS SUCH, COMPENSATION REPORTED IN THIS FORM 990 FOR CPA AND BID-MILTON OFFICERS, DIRECTORS AND KEY EMPLOYEES WAS SET BY THE BID-MILTON COMPENSATION COMMITTEE AND GUIDED BY THE COMMITTEE'S OBLIGATIONS AS OUTLINED BELOW. FOR THE PERIOD COVERED BY THIS FILING, BETH ISRAEL DEACONESS HOSPITAL - MILTON (BID-MILTON) HAD A COMPENSATION COMMITTEE COMPOSED OF MEMBERS OF THE BID-MILTON BOARD OF DIRECTORS AND APPOINTED BY THE CHAIR OF THE BOARD. ALL MEMBERS WERE INDEPENDENT. THE BID-MILTON COMPENSATION COMMITTEE ESTABLISHED THE POLICIES AND THE COMPENSATION STRUCTURE OF THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, AND VICE PRESIDENTS. THE BID-MILTON COMPENSATION COMMITTEE WAS RESPONSIBLE FOR ASSURING THAT THE TOTAL COMPENSATION PROVIDED TO THESE INDIVIDUALS WAS FAIR AND REASONABLE USING CURRENT AND CREDIBLE MARKET PRACTICE INFORMATION AND THAT IT COMPLIED WITH APPLICABLE LEGAL AND REGULATORY GUIDELINES. IN SETTING COMPENSATION, THE COMPENSATION COMMITTEE RELIED UPON WRITTEN COMPENSATION SURVEYS/STUDIES PRODUCED BY AN INDEPENDENT COMPENSATION CONSULTING FIRM THAT REGULARLY ASSESSES EXECUTIVE COMPENSATION AND BENEFITS OF SIMILAR ORGANIZATIONS. THE COMPENSATION COMMITTEE MET TO REVIEW THE COMPENSATION STRUCTURE OF THE INDIVIDUALS DESCRIBED ABOVE AND AT THAT TIME REVIEWED THE COMPENSATION SURVEY DATA PREPARED BY AN INDEPENDENT COMPENSATION CONSULTING FIRM. TO ENSURE INDEPENDENCE, NO BID-MILTON STAFF THAT MIGHT PROVIDE ADMINISTRATIVE SUPPORT TO THIS COMMITTEE WAS PRESENT FOR THESE DISCUSSIONS. THE COMPENSATION COMMITTEE VOTED TO APPROVE THE COMPENSATION ARRANGEMENTS OF ALL INDIVIDUALS DESCRIBED ABOVE EXCEPT FOR THE CEO WHICH WAS APPROVED BY THE FULL BID-MILTON BOARD. IN ADDITION, AS NOTED THROUGHOUT THIS NARRATIVE SUPPORT TO THE FORM 990, BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC) IS A CLOSE AFFILIATE OF BID-MILTON AND SERVED AS THE SOLE MEMBER OF BID-MILTON AT THE TIME THAT COMPENSATION REPORTED IN THIS FILING WAS SET.. THE BIDMC COMPENSATION COMMITTEE REVIEWED THE COMPENSATION OF THE BID-MILTON CEO AND THE INFORMATION WAS REPORTED TO THE FULL BIDMC BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION C, LINE 19 | COMMUNITY PHYSICIANS ASSOCIATES'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST AT THE FOLLOWING LOCATION: BETH ISRAEL LAHEY HEALTH TAX DEPARTMENT 109 BROOKLINE AVENUE, SUITE 300 BOSTON, MA 02215 |
| FORM 990, PART IX, LINE 11G | OTHER: PHYSICIAN FEES: PROGRAM SERVICE EXPENSES 1,292,286. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,292,286. OTHER: CONSULTING & PURCHASE SERVICES: PROGRAM SERVICE EXPENSES 170,769. MANAGEMENT AND GENERAL EXPENSES 17,708. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 188,477. |
| FORM 990, PART XI, LINE 9: | EQUITY TRANSFER FROM BIDM 2,325,990. |
| FORM 990, PART XII, LINE 2C: | ON MARCH 1, 2019, LAHEY HEALTH SYSTEM INCLUDING THE LAHEY CLINIC AND LAHEY CLINIC HOSPITAL D/B/A LAHEY HOSPITAL AND MEDICAL CENTER, WINCHESTER HOSPITAL, NORTHEAST HOSPITAL CORPORATION D/B/A BEVERLY HOSPITAL, ADDISON GILBERT HOSPITAL AND BAYRIDGE HOSPITAL, THE BETH ISRAEL DEACONESS SYSTEM INCLUDING BETH ISRAEL DEACONESS MEDICAL CENTER, BETH ISRAEL DEACONESS MILTON, BETH ISRAEL DEACONESS NEEDHAM AND BETH ISRAEL DEACONESS PLYMOUTH, MOUNT AUBURN HOSPITAL, NEW ENGLAND BAPTIST HOSPITAL, ANNA JAQUES HOSPITAL AS WELL AS ENTITIES FOR WHICH THESE LISTED ORGANIZATIONS SERVE AS SOLE MEMBER AND ADDITIONAL AFFILIATES CAME TOGETHER TO FORM BETH ISRAEL LAHEY HEALTH (BILH). AS A NEWLY CREATED HEALTHCARE SYSTEM, BILH ENGAGED KPMG TO PERFORM A FINANCIAL AUDIT OF THE SYSTEM. THE BOSTON, MA OFFICE OF KPMG ISSUED AN UNQUALIFIED OPINION ON THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF THE BETH ISRAEL LAHEY HEALTH, INC. AND AFFILIATES FOR FISCAL PERIOD ENDED SEPTEMBER 30, 2019. THESE STATEMENTS WERE PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) AND INCLUDED THE ACCOUNTS OF THE BETH ISRAEL LAHEY HEALTH, INC. AND ITS AFFILIATES. |
| SCHEDULE C, PART II-B, LINE 1, LOBBYING ACTIVITIES: | COMMUNITY PHYSICIANS ASSOCIATES, INC. (CPA) DOES NOT ENGAGE IN ANY DIRECT LOBBYING EFFORTS. HOWEVER, VARIOUS AFFILIATES OF COMMUNITY PHYSICIANS ASSOCIATES, INC. (CPA), MAY HAVE ENGAGED IN SOME LOBBYING EFFORTS ON BEHALF OF THEMSELVES AND OTHER AFFILIATED NETWORK ENTITIES. TOTAL LOBBYING EXPENDITURES WERE MINIMAL AND NOT SUBSTANTIAL BASED ON REVENUES." |
| FORM 990, SCHEDULE L PART IV COLUMN | DESCRIPTION OF TRANSACTIONS INVOLVING INTERESTED PERSONS VARIOUS CURRENT AND FORMER OFFICERS, DIRECTORS/TRUSTEES AND KEY EMPLOYEES OF CPA MAY ALSO HOLD POSITIONS WITH OTHER ENTITIES WHICH MAKE CHARITABLE CONTRIBUTIONS TO CPA. SUCH CONTRIBUTIONS HAVE NOT BEEN INCLUDED IN THE DISCLOSURES ABOVE. CPA MAINTAINS AN ACCOUNTABLE BUSINESS EXPENSE REIMBURSEMENT PLAN. FROM TIME TO TIME, CPA MAY REIMBURSE ITS OFFICERS, DIRECTORS/TRUSTEES AND/OR KEY EMPLOYEES FOR EXPENSES THEY INCURRED AND WHICH ARE PROPERLY ORDINARY AND NECESSARY BUSINESS EXPENSES OF THE REPORTING ENTITY. THE POLICIES AND PROCEDURES REQUIRED BY THE ACCOUNTABLE BUSINESS PLAN MUST BE FOLLOWED IN ORDER TO RECEIVE REIMBURSEMENT FOR SUCH EXPENSES AND IT IS POSSIBLE THAT ONE OR MORE INDIVIDUALS RECEIVED NON-TAXABLE REIMBURSEMENTS WHICH TOTALED $10,000 OR MORE DURING THE FISCAL PERIOD COVERED BY THIS FILING. ALL OF THE ABOVE TRANSACTIONS WERE NEGOTIATED AT ARMS-LENGTH AND IN ACCORDANCE WITH THE BID-MILTON CONFLICT OF INTEREST POLICY WHICH IS FOLLOWED BY CPA. |
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