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 | |||||
| (A)
WM HOSPITAL |
240798839 | 3 | Yes | 0 | 0 | |
| (B)
WM LT CARE |
232719336 | 10 | Yes | 0 | 0 | |
|
Total 2
|
0 | 0 | ||||
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) |
||||
| 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 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 |
||||
|
2
Underdistributions, if any, for years prior to 2018 (reasonable cause required-- explain in Part VI). See instructions. |
||||
| 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) |
||||
| 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. |
||||
|
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. |
||||
|
7 Excess distributions carryover to 2019. Add lines 3j and 4c. |
||||
| 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 |
|---|
| Return Reference | Explanation |
|---|
| 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 III, LINE 4A | PROGRAM SERVICE: THE HEALTH SYSTEM'S LARGEST PROGRAM SERVICES BY EXPENSE STEM FROM WAYNE MEMORIAL HOSPITAL AND WAYNE MEMORIAL LONG-TERM CARE. WAYNE MEMORIAL HOSPITAL IS A NON-PROFIT 98-BED ACUTE CARE HOSPITAL WITH AN EMERGENCY DEPARTMENT THAT IS OPEN 24 HOURS A DAY. THE HOSPITAL ALSO OPERATES 14 BEDS DEDICATED TO INPATIENT REHABILITATION. THE HOSPITAL IS THE ONLY HOSPITAL IN WAYNE COUNTY, A RURAL AREA WITH AN AGING POPULATION. WE OFFER CHARITY CARE AT REDUCED RATES OR WITHOUT CHARGE FOR THOSE WHO CANNOT AFFORD SERVICES AND WHO MEET CERTAIN CRITERIA. |
| FORM 990, PART VI, SECTION A, LINE 2 | BUSINESS AND FAMILY RELATIONSHIPS: HUGH RECHNER HAS A FAMILY RELATIONSHIP WITH CHRISTINE RECHNER, A TRUSTEE OF THE WAYNE MEMORIAL LONG TERM CARE AND MEMBER OF THE SYSTEM BOARD BY VIRTUE OF POSITION. MATT MEAGHER HAS A FAMILY RELATIONSHIP WITH PAUL MEAGHER, A TRUSTEE OF THE WAYNE MEMORIAL LONG TERM CARE. |
| FORM 990, PART VI, SECTION A, LINE 4 | SIGNIFICANT CHANGES TO GOVERNING DOCUMENTS: ARTICLE II, SECTION 1. MEMBERS: THE CORPORATION SHALL HAVE NO MEMBERS. ALL RIGHTS OF MEMBERS OF NONPROFIT CORPORATIONS SHALL BE ASSUMED BY THE BOARD OF TRUSTEES. ARTICLE III, SECTION 2. NUMBER, ELECTION, TERM AND QUALIFICATIONS OF TRUSTEES: A.(1) INTERNAL TRUSTEES. THE FOLLOWING PERSONS SHALL SERVE AS TRUSTEES (WITH VOTE) BY VIRTUE OF THEIR POSITION ("INTERNAL TRUSTEES"): THE CHAIR OF WAYNE MEMORIAL HEALTH FOUNDATION, INC., THE CHAIR OF WAYNE MEMORIAL LONG TERM CARE, INC., THE PRESIDENT OF THE WAYNE MEMORIAL HOSPITAL AUXILIARY, THE CHIEF OF STAFF, THE PRESIDENT OF THE MEDICAL STAFF AND THE VICE PRESIDENT OF THE MEDICAL STAFF. IN ADDITION, THE CHAIR OF THE WAYNE MEMORIAL COMMUNITY ADVISORY BOARD SHALL SERVE AS A TRUSTEE, EX OFFICIO, WITHOUT VOTE. A.(2) COMMUNITY TRUSTEE. THE REMAINING TRUSTEES SHALL BE INDEPENDENT INDIVIDUALS OF FULL AGE, WHO GENERALLY REPRESENT THE BROAD INTERESTS OF THE PUBLIC, AND WHO DO NOT HAVE A FINANCIAL RELATIONSHIP WITH THE CORPORATION OR ITS SUBSIDIARIES (THE "COMMUNITY TRUSTEES"). B. COMMUNITY TRUSTEES SHALL BE NOMINATED BY THE NOMINATING COMMITTEE AND APPOINTED BY A MAJORITY VOTE OF THE TRUSTEES. F. ATTENDANCE AT MEETINGS. INDIVIDUALS MAY, BY INVITATION BY THE TRUSTEES, ATTEND MEETINGS OF THE TRUSTEES, AND, UNLESS OTHERWISE STIPULATED, MAY PARTICIPATE WITHOUT VOTE THEREIN. ARTICLE III, SECTION 4. RESIGNATION OR REMOVAL OF TRUSTEES: A. COMMUNITY TRUSTEE OF THE CORPORATION MAY RESIGN AT ANY TIME BY TENDERING HIS RESIGNATION IN WRITING TO THE CORPORATION, WHICH SHALL BECOME EFFECTIVE UPON RECEIPT BY THE CORPORATION. AN INTERNAL TRUSTEE SHALL BE DEEMED TO HAVE AUTOMATICALLY RESIGNED FROM THE BOARD OF TRUSTEES OF THE CORPORATION WHEN HE NO LONGER IS SERVING IN THE POSITION DESCRIBED IN SECTION 2.A.1. THE BOARD, BY A TWO-THIRDS AFFIRMATIVE VOTE, MAY, BUT SHALL NOT BE REQUIRED TO, REMOVE ANY TRUSTEE FROM OFFICE WHO HAS FAILED TO ATTEND TWO-THIRDS OF THE REGULAR MEETINGS OF THE BOARD DURING ANY FISCAL YEAR. THE BOARD, BY A TWO-THIRDS AFFIRMATIVE VOTE, MAY REMOVE A TRUSTEE FROM OFFICE FOR CAUSE, WHICH MAY INCLUDE (WITHOUT LIMITATION) ANY OF THE FOLLOWING REASONS: 1. FAILURE TO ADHERE TO ANY WRITTEN CONFLICT OF INTEREST OR OTHER POLICY ESTABLISHED BY THE BOARD OF TRUSTEES. 2. GROSS DERELICTION OR NEGLECT OF HIS OR HER DUTIES AS A TRUSTEE. 3. MISAPPROPRIATION OF FUNDS OR PROPERTY OR ATTEMPTS TO SECURE ANY PERSONAL PROFIT IN CONNECTION WITH ANY TRANSACTION ENTERED INTO ON BEHALF OF THE CORPORATION OR ITS SUBSIDIARIES. 4. CRIMINAL OR DISHONEST ACTS HAVING A DIRECT ADVERSE FINANCIAL EFFECT ON THE CORPORATION, OR ACTS OF MORAL TURPITUDE. 5. CONVICTION OF, OR THE ENTERING OF A GUILTY PLEA, WITH RESPECT TO A FELONY. 6. ACTIONS WHICH RESULT IN, OR COULD REASONABLY BE EXPECTED TO RESULT IN, A SIGNIFICANT AND CONTINUING DETRIMENT TO THE CORPORATION. 7. BREACH OF FIDUCIARY DUTY. 8. OCCURRENCE AND CONTINUATION OF SUCH PHYSICAL, MENTAL OR EMOTIONAL IMPAIRMENT WHICH PRECLUDES THE EFFECTIVE CONTINUATION OF A TRUSTEE'S SERVICE. 9. ACTIONS WHICH ARE NOT IN THE BEST INTEREST OF, OR WHICH UNDERMINE OR IMPEDE THE ACHIEVEMENT OF, THE CORPORATION'S GOALS AND OBJECTIVES OR ANY PART THEREOF. ARTICLE IV, SECTION 9. ATTENDANCE: TRUSTEES SHALL ATTEND AT LEAST TWO-THIRDS OF THE REGULAR MEETINGS OF THE BOARD EACH FISCAL YEAR UNLESS EXCUSED FOR GOOD CAUSE, BUT SHALL MAKE A GOOD FAITH EFFORT TO ATTEND ALL MEETINGS. ARTICLE V, SECTION 1. OFFICERS: THE OFFICERS OF THE CORPORATION SHALL CONSIST OF THE CHAIRPERSON OF THE BOARD, THE FIRST VICE CHAIRPERSON, THE SECOND VICE CHAIRPERSON, THE SECRETARY, THE TREASURER, THE CHIEF EXECUTIVE OFFICER AND SUCH OTHER OFFICERS AS THE BOARD SHALL DEEM ADVISABLE. OTHER THAN THE CHIEF EXECUTIVE OFFICER, EACH OFFICER SHALL BE ELECTED BY THE BOARD AT ITS ANNUAL MEETING AND SHALL HOLD OFFICE FOR THE TERM OF TWO YEARS OR UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED EXCEPT IN THE EVENT OF THEIR EARLIER DEATH, RESIGNATION OR REMOVAL. AN OFFICER CAN HOLD THE SAME POSITION FOR A MAXIMUM OF TWO TERMS. ARTICLE VI, SECTION 6. AUDIT COMMITTEE: MEETINGS, REPORTS, AND RECOMMENDATIONS: A. THE AUDIT COMMITTEE SHALL MEET AT LEAST ANNUALLY OR MORE OFTEN, IF NECESSARY, SHALL MAINTAIN A PERMANENT RECORD OF ITS PROCEEDINGS AND ACTIONS, AND SHALL MAKE A REPORT THEREOF TO THE BOARD AND CHIEF EXECUTIVE OFFICER. ARTICLE VI, SECTION 7. COMPENSATION COMMITTEE: COMPOSITION: A(1). AT LEAST ONCE EVERY FOUR YEARS, THE COMPENSATION COMMITTEE WILL REEVALUATE ITS CHOICE OF CONSULTANTS AND DETERMINE WHETHER TO SELECT A DIFFERENT CONSULTANT. ARTICLE VII, SECTION 1. CONFLICTS OF INTEREST POLICY: THE CORPORATION SHALL ESTABLISH AND IMPLEMENT A CONFLICTS OF INTEREST POLICY WHICH SHALL BE APPLICABLE TO THIS CORPORATION AND ALL SYSTEM ENTITIES. THE PURPOSE OF THE CONFLICTS OF INTEREST POLICY IS TO PROTECT THE CORPORATION'S INTEREST WHEN IT IS CONTEMPLATING ENTERING INTO A TRANSACTION OR ARRANGEMENT THAT MIGHT BENEFIT THE PRIVATE INTEREST OF AN OFFICER OR TRUSTEE OF THE CORPORATION. THE POLICY SHALL SUPPLEMENT BUT NOT REPLACE ANY APPLICABLE STATE LAWS GOVERNING CONFLICTS OF INTEREST APPLICABLE TO NONPROFIT AND CHARITABLE CORPORATIONS. THE CORPORATION SHALL DISTRIBUTE THIS CONFLICTS OF INTEREST POLICY TO ALL TRUSTEES, OFFICERS, AND MEMBERS OF THE COMMITTEES WITH TRUSTEE-DELEGATED POWERS. |
| FORM 990, PART VI, SECTION B, LINE 11B | 990 REVIEW POLICY: THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM BASED ON THE AUDITED FINANCIAL STATEMENTS AND INFORMATION PROVIDED BY THE ACCOUNTING DEPARTMENT OF THE ORGANIZATION. A COPY OF THE FORM 990 WILL BE REVIEWED WITH THE RESOURCE MANAGEMENT COMMITTEE WHICH IS RESPONSIBLE FOR THE FINANCIAL OVERSIGHT OF ALL ENTITIES OF THE WAYNE MEMORIAL HEALTH SYSTEM. A COPY OF THE 990 WILL BE DISTRIBUTED VIA E-MAIL TO EACH BOARD MEMBER BEFORE THE RETURN IS SUBMITTED TO THE IRS. MANAGEMENT WILL DISCUSS ANY QUESTIONS THAT ANY BOARD MEMBER MAY HAVE AT THE NEXT FULL BOARD MEETING. |
| FORM 990, PART VI, SECTION B, LINE 12C | CONFLICT OF INTEREST POLICY: CONFLICT OF INTEREST STATEMENTS ARE COMPLETED BY EVERY BOARD MEMBER AND MANAGER ANNUALLY. EACH INDIVIDUAL IS REQUIRED TO SIGN AND RETURN THE STATEMENTS TO THE ADMINISTRATION OFFICE. THE AUDIT COMMITTEE IS RESPONSIBLE FOR MONITORING COMPLIANCE WITH ANY CONFLICT OF INTEREST THROUGHOUT THE YEAR. IF A CONFLICT ARISES, THE PERSON WITH THE CONFLICT WILL RECUSE THEMSELVES FROM VOTING AND/OR DISCUSSING THE MATTER. |
| FORM 990, PART VI, SECTION B, LINE 15A & 15B | COMPENSATION REVIEW: WAYNE MEMORIAL HEALTH SYSTEM, INC., (AND ALL RELATED ENTITIES) UTILIZES A COMPENSATION COMMITTEE OF THE BOARD TO SET COMPENSATION OF ITS CEO AND OTHER SENIOR MANAGERS, INCLUDING CFO, DIRECTOR OF PATIENT CARE SERVICES, DIRECTOR OF HUMAN RESOURCES, DIRECTOR OF FACILITY SERVICES, DIRECTOR OF ANCILLARY SERVICES AND THE EXECUTIVE DIRECTOR OF THE WAYNE MEMORIAL HEALTH FOUNDATION. THE COMPENSATION COMMITTEE IS MADE UP OF INDEPENDENT DIRECTORS, WHO, WITH THE ASSISTANCE OF A NATIONAL COMPENSATION CONSULTING FIRM, UTILIZE COMPARABLE DATA FROM THE MARKETPLACE, LOOKING AT SUCH THINGS AS COMPARABLE ORGANIZATIONS IN TERMS OF REVENUE, SIZE, COMPLEXITY AND GEOGRAPHIC REGION. THE ORGANIZATION HAS ADOPTED A PHILOSOPHY OF PAYING AT THE 50TH PERCENTILE OF THE MARKETPLACE. ALL MEETINGS OF THE COMPENSATION COMMITTEE ARE DOCUMENTED AND MINUTES ARE MAINTAINED OF THE DELIBERATION AND DECISION-MAKING PROCESS. THE PROCESS NORMALLY OCCURS IN OCTOBER OF THE YEAR THE COMPENSATION CHANGES ARE GRANTED. |
| FORM 990, PART VI, SECTION C, LINE 19 | DOCUMENT DISCLOSURE: THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND/OR FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART VII, SECTION A | HIGHEST COMPENSATED EMPLOYEES: ELIZABETH MCDONALD, JAMES HOCKENBURY, AND JAMES PETTINATO, THREE OF THE FOUR HIGHEST COMPENSATED EMPLOYEES FOR WAYNE MEMORIAL HEALTH SYSTEM, PRIMARILY PERFORM SERVICES FOR THE SYSTEM'S AFFILIATES RATHER THAN FOR THE SYSTEM. THESE AFFILIATES PAY FOR THE EMPLOYEE'S SERVICES THROUGH THE MANAGEMENT FEES THEY PAY TO THE SYSTEM WHICH IS INCLUDED AS REVENUE ON THE FORM 990, PART VIII, LINE 2A FOR WMHS. REPORTABLE COMPENSATION: PATRICIA DUNSINGER PREVIOUSLY HELD THE POSITION OF CHIEF ACCOUNTANT PRIOR TO TAKING OVER THE CHIEF FINANCIAL OFFICER POSITION ON 1/1/2019. HER COMPENSATION FOR HER ROLE AS CHIEF ACCOUNTANT HAS BEEN REPORTED IN PART VII, COLUMNS D AND F. |
| Software ID: | |
| Software Version: |