Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and 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)
PARKVIEW HOSPITAL INC |
350868085 | 3 | Yes | 216,793,503 | 0 | |
| (B)
DEKALB MEMORIAL HOSPITAL INC |
351064295 | 3 | Yes | 10,007,872 | 0 | |
| (C)
HUNTINGTON MEMORIAL HOSPITAL INC |
351970706 | 3 | Yes | 10,933,908 | 0 | |
| (D)
COMMUNITY HOSPITAL OF LAGRANGE COUNTY INC |
202401676 | 3 | Yes | 6,068,221 | 0 | |
| (E)
COMMUNITY HOSPITAL OF NOBLE COUNTY INC |
352089183 | 3 | Yes | 10,359,940 | 0 | |
| (F)
PARKVIEW WABASH HOSPITAL INC |
471753440 | 3 | Yes | 7,243,770 | 0 | |
| (G)
WHITLEY MEMORIAL HOSPITAL INC |
351967665 | 3 | Yes | 15,572,719 | 0 | |
|
Total 7
|
276,979,933 | 0 | ||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2016 | (b) 2017 | (c) 2018 | (d) 2019 | (e) 2020 | (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) 2016 | (b) 2017 | (c) 2018 | (d) 2019 | (e) 2020 | (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) 2016 | (b) 2017 | (c) 2018 | (d) 2019 | (e) 2020 | (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) 2016 | (b) 2017 | (c) 2018 | (d) 2019 | (e) 2020 | (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 0.015 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 0.035 | 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 | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2020 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2020 |
(iii) Distributable Amount for 2020 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2020 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 2020: | ||||
| a From 2015....... | ||||
| b From 2016....... | ||||
| c From 2017....... | ||||
| d From 2018....... | ||||
| e From 2019....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2020 distributable amount | ||||
|
i
Carryover from 2015 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2020 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2020 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2020, 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 2020. 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 2021. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a Excess from 2016..... | ||||
| b Excess from 2017..... | ||||
| c Excess from 2018..... | ||||
| d Excess from 2019..... | ||||
| e Excess from 2020..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| PART IV, SECTION E, LINE 3A: | PARKVIEW HEALTH SYSTEM, INC. IS THE SOLE MEMBER OF THE ORGANIZATION'S SUPPORTED ORGANIZATIONS PARKVIEW HOSPITAL, INC.; COMMUNITY HOSPITAL OF LAGRANGE COUNTY, INC.; COMMUNITY HOSPITAL OF NOBLE COUNTY, INC.; HUNTINGTON MEMORIAL HOSPITAL, INC.; WHITLEY MEMORIAL HOSPITAL, INC.; PARKVIEW WABASH HOSPITAL, INC.; AND DEKALB MEMORIAL HOSPITAL, INC. THE CORPORATE MEMBER SHALL HAVE THE FOLLOWING RESERVED POWERS FOR PARKVIEW HOSPITAL, INC. AS DEFINED IN THE NETWORK AGREEMENT: (A) APPOINT DIRECTORS (INCLUDING APPOINTMENTS TO FILL A VACANCY) AND INITIATE THE REMOVAL AND REMOVE ANY DIRECTOR OF THE CORPORATION, WITH CAUSE, PROVIDED CONSIDERATION IS GIVEN TO RECOMMENDATIONS OF THE BOARD REGARDING SUCH APPOINTMENT OR REMOVAL, IF ANY ARE SO MADE; (B) APPOINT (INCLUDING APPOINTMENTS TO FILL A VACANCY) AND INITIATE THE REMOVAL AND REMOVE THE PRESIDENT OF THE CORPORATION, WITH OR WITHOUT CAUSE, PROVIDED CONSIDERATION IS GIVEN TO RECOMMENDATIONS OF THE BOARD REGARDING SUCH APPOINTMENT OR REMOVAL, IF ANY ARE SO MADE; (C) APPROVE AND ADOPT THE STRATEGIC PLAN FOR THE CORPORATION AND ITS AFFILIATES, INCLUDING ANY INDIVIDUAL INITIATIVES OR ARRANGEMENTS, SUCH AS A NEW SERVICE OR CONTRACTUAL ARRANGEMENT, DEEMED BY THE CORPORATE MEMBER TO BE OF STRATEGIC IMPORTANCE TO THE CORPORATION OR ITS AFFILIATES AND DIRECT AND MONITOR COMPLIANCE WITH SUCH PLANS, INITIATIVES AND ARRANGEMENTS; (D) UPON RECOMMENDATION OF THE CORPORATION, THE CORPORATE MEMBER SHALL APPROVE AND ADOPT THE CAPITAL AND OPERATING BUDGETS OF THE CORPORATION AND ITS AFFILIATES; (E) APPROVE THE INCURRENCE OF ANY DEBT PROPOSED BY THE CORPORATION, INCLUDING THE ISSUANCE OF BONDS BY THE CORPORATION AND ITS AFFILIATES, AND REQUIRE THE INCURRENCE OF DEBT BY THE CORPORATION AND ITS AFFILIATES; (F) APPROVE THE TRANSFER OF ASSETS BY THE CORPORATION AND ITS AFFILIATES, INCLUDING TRANSFERS OF REAL PROPERTY, PERSONAL PROPERTY, CASH, STOCK OR OTHER TANGIBLE OR INTANGIBLE ASSETS, UNLESS OTHERWISE IDENTIFIED IN PREVIOUSLY APPROVED STRATEGIC PLANS, INITIATIVES, ARRANGEMENTS OR BUDGETS. (G) REQUIRE AND DIRECT THE TRANSFER OF ASSETS BY THE CORPORATION OR ITS AFFILIATES, PROVIDED THAT APPROVAL OF THE BOARD IS ALSO REQUIRED IF THE TRANSFER INVOLVES A TRANSFER OR SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION OR WOULD PREVENT THE CORPORATION FROM OPERATING AN ACUTE CARE HOSPITAL IN THE COMMUNITY. SUCH RIGHT BY THE CORPORATE MEMBER TO DIRECT THE TRANSFER OF ASSETS SHALL NOT INCLUDE ANY TRANSFER WHICH WOULD CAUSE THE CORPORATION TO BE PUT INTO A FINANCIALLY VULNERABLE POSITION AS AN ONGOING CONCERN, NOR SHALL ANY SUCH TRANSFER CAUSE THE CORPORATION TO VIOLATE THE TERMS AND CONDITIONS OF ANY GIFTS, BEQUESTS, BOND COVENANTS, OR RESTRICTIONS SET FORTH IN EXHIBIT A. FURTHER, FOR PURPOSES OF THIS SECTION, BOARD APPROVAL SHALL NOT BE REQUIRED FOR PARTICIPATION IN A MASTER TRUST INDENTURE, POOLED FINANCING OR ANY OTHER KIND OF DEBT INSTRUMENT, BORROWING OR GUARANTY OBLIGATING CORPORATION ASSETS; (H) APPROVE PARTICIPATION (INCLUDING THE EXERCISE OF RENEWAL OPTIONS) BY THE CORPORATION AND ITS AFFILIATES IN NETWORKS, AFFILIATIONS, JOINT VENTURES, PARTNERSHIPS, MERGERS OR ACQUISITIONS AND REQUIRE PARTICIPATION BY THE CORPORATION AND ITS AFFILIATES IN SUCH ARRANGEMENTS; (I) APPROVE DECISIONS OF THE CORPORATION AND ITS AFFILIATES TO PARTICIPATE (INCLUDING THE EXERCISE OF RENEWAL OPTIONS) IN MANAGED CARE OR OTHER HEALTH CARE SERVICE PURCHASING ARRANGEMENTS AND REQUIRE PARTICIPATION BY THE CORPORATION AND ITS AFFILIATES IN SUCH HEALTH CARE SERVICE PURCHASING ARRANGEMENTS; (J) DEVELOP AND REQUIRE ADOPTION OF MINIMUM MEDICAL STAFF QUALITY ASSURANCE AND UTILIZATION REVIEW STANDARDS, CRITERIA AND PROCEDURES FOR THE CORPORATION AND ITS AFFILIATES IN CONSULTATION WITH THE CORPORATION; (K) APPROVE ANY ACTION OF THE CORPORATION OR AN AFFILIATE TO CHANGE THE HOSPITAL FROM A GENERAL, ACUTE CARE COMMUNITY HOSPITAL OR TO CLOSE THE HOSPITAL; AND (L) APPROVE ANY AMENDMENT TO THE BYLAWS OR THE ARTICLES OF INCORPORATION OF THE CORPORATION, AND THE ARTICLES AND BYLAWS OF ANY NEWLY CREATED AFFILIATE AND REQUIRE AMENDMENT OF THESE GOVERNING DOCUMENTS AS NECESSARY OR ADVISABLE TO RESOLVE SIGNIFICANT ETHICAL ISSUES, TO MAINTAIN THE JOINT COMMISSION ACCREDITATION, TAX-EXEMPT STATUS, PARTICIPATION IN MEDICARE/MEDICAID OR TO PREVENT SIGNIFICANT ADVERSE LEGAL OR FINANCIAL EFFECTS TO THE CORPORATION OR THE SYSTEM, EXCEPT THAT THERE CAN BE NO AMENDMENT TO THE RESERVED POWERS LISTED IN SECTIONS (G) AND (K) OF THIS EXHIBIT A WITHOUT THE CONSENT OF THE CORPORATION. THE CORPORATE MEMBER SHALL DEVELOP POLICIES FOR THE IMPLEMENTATION OF THE RESERVED POWERS, INCLUDING MATERIALITY POLICIES REGARDING MATTERS SUBJECT TO REVIEW. |
| PART IV, SECTION E, LINE 3A CONT'D: | THE CORPORATE MEMBER SHALL HAVE THE FOLLOWING RESERVED POWERS FOR COMMUNITY HOSPITAL OF LAGRANGE COUNTY, INC.: (I) APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, MEMBERS OF THE BOARD SUBJECT TO THE COMPOSITION REQUIREMENTS REGARDING COMMUNITY AND PHYSICIAN REPRESENTATION SET FORTH IN ARTICLE V, SECTION 2; (II) APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, THE CHAIR AND VICE CHAIR OF THE BOARD AND THE PRESIDENT OF THE CORPORATION; (III) APPROVE AND/OR REQUIRE THE ADOPTION OF AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (IV) APPROVE AND/OR REQUIRE THE ESTABLISHMENT, ACQUISITION, DIVESTITURE, DISSOLUTION, CLOSURE, MERGER, CONSOLIDATION, CHANGE IN CORPORATE MEMBERSHIP, AFFILIATION OR CORPORATE REORGANIZATION OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (V) APPROVE AND ADOPT THE STRATEGIC PLAN AND ANY AMENDMENTS THERETO FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (VI) APPROVE AND/OR REQUIRE THE INCURRENCE OF ANY DEBT, INCLUDING THE ISSUANCE OF ANY BONDS, PROPOSED BY THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; (VII) APPROVE AND/OR REQUIRE THE APPROVAL OF CONTRACTS OR LOANS OBLIGATING THE CORPORATION TO EXPEND OR REPAY AN AMOUNT IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; (VIII) APPROVE AND/OR REQUIRE THE SALE, LEASE, EXCHANGE, MORTGAGE, PLEDGE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF PROPERTY AND ASSETS OF THE CORPORATION IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; (IX) APPROVE AND ADOPT THE CAPITAL BUDGET, OPERATING BUDGET, FINANCIAL PLANS AND ANY AMENDMENTS THERETO FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (X) APPROVE AND/OR REQUIRE THE ADOPTION OF A MANAGED CARE POLICY FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION, INCLUDING NETWORK PARTICIPATION, PARTICIPATION IN ANY MANAGED CARE AGREEMENT AND PARTICIPATION IN ANY OTHER HEALTH CARE SERVICE ARRANGEMENTS; (XI) APPOINT AND REMOVE AUDITORS, ATTORNEYS AND OTHER PROFESSIONAL ADVISORS FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (XII) DEVELOP, APPROVE AND/OR REQUIRE THE ADOPTION OF MEDICAL STAFF QUALITY ASSURANCE STANDARDS, UTILIZATION REVIEW STANDARDS, CRITERIA, POLICIES AND PROCEDURES FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (XIII) APPROVE AND/OR REQUIRE THE ADOPTION OF ANY ACTION TO CHANGE THE CORPORATION FROM A GENERAL, ACUTE CARE COMMUNITY HOSPITAL OR TO CLOSE THE CORPORATION'S CURRENT LOCATION; (XIV) APPROVE EACH ANNUAL LIST OF PROPOSED DONORS AND AMOUNTS OF DONATIONS OR GRANTS NOT INCLUDED IN THE ANNUAL BUDGET, AND MAKE PROPOSALS TO DEVIATE THEREFROM THROUGHOUT EACH YEAR IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; AND (XV) APPROVE AND/OR REQUIRE THE ADOPTION OF ANY ACTION THAT IS INCONSISTENT WITH THE POLICY OF THE CORPORATE MEMBER. |
| PART IV, SECTION E, LINE 3A CONT'D: | THE CORPORATE MEMBER SHALL HAVE THE FOLLOWING RESERVED POWERS FOR COMMUNITY HOSPITAL OF NOBLE COUNTY, INC.: (I) APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, MEMBERS OF THE BOARD SUBJECT TO THE COMPOSITION REQUIREMENTS REGARDING COMMUNITY AND PHYSICIAN REPRESENTATION SET FORTH IN ARTICLE V, SECTION 2; (II) APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, THE CHAIR AND VICE CHAIR OF THE BOARD AND THE PRESIDENT OF THE CORPORATION; (III) APPROVE AND/OR REQUIRE THE ADOPTION OF AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (IV) APPROVE AND/OR REQUIRE THE ESTABLISHMENT, ACQUISITION, DIVESTITURE, DISSOLUTION, CLOSURE, MERGER, CONSOLIDATION, CHANGE IN CORPORATE MEMBERSHIP, AFFILIATION OR CORPORATE REORGANIZATION OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (V) APPROVE AND ADOPT THE STRATEGIC PLAN AND ANY AMENDMENTS THERETO FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (VI) APPROVE AND/OR REQUIRE THE INCURRENCE OF ANY DEBT, INCLUDING THE ISSUANCE OF ANY BONDS, PROPOSED BY THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; (VII) APPROVE AND/OR REQUIRE THE APPROVAL OF CONTRACTS OR LOANS OBLIGATING THE CORPORATION TO EXPEND OR REPAY AN AMOUNT IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; (VIII) APPROVE AND/OR REQUIRE THE SALE, LEASE, EXCHANGE, MORTGAGE, PLEDGE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF PROPERTY AND ASSETS OF THE CORPORATION IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; (IX) APPROVE AND ADOPT THE CAPITAL BUDGET, OPERATING BUDGET, FINANCIAL PLANS AND ANY AMENDMENTS THERETO FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (X) APPROVE AND/OR REQUIRE THE ADOPTION OF A MANAGED CARE POLICY FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION, INCLUDING NETWORK PARTICIPATION, PARTICIPATION IN ANY MANAGED CARE AGREEMENT AND PARTICIPATION IN ANY OTHER HEALTH CARE SERVICE ARRANGEMENTS; (XI) APPOINT AND REMOVE AUDITORS, ATTORNEYS AND OTHER PROFESSIONAL ADVISORS FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (XII) DEVELOP, APPROVE AND/OR REQUIRE THE ADOPTION OF MEDICAL STAFF QUALITY ASSURANCE STANDARDS, UTILIZATION REVIEW STANDARDS, CRITERIA, POLICIES AND PROCEDURES FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (XIII) APPROVE AND/OR REQUIRE THE ADOPTION OF ANY ACTION TO CHANGE THE CORPORATION FROM A GENERAL, ACUTE CARE COMMUNITY HOSPITAL OR TO CLOSE THE CORPORATION'S CURRENT LOCATION; (XIV) APPROVE EACH ANNUAL LIST OF PROPOSED DONORS AND AMOUNTS OF DONATIONS OR GRANTS NOT INCLUDED IN THE ANNUAL BUDGET, AND MAKE PROPOSALS TO DEVIATE THEREFROM THROUGHOUT EACH YEAR IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; AND (XV) APPROVE AND/OR REQUIRE THE ADOPTION OF ANY ACTION THAT IS INCONSISTENT WITH THE POLICY OF THE CORPORATE MEMBER. |
| PART IV, SECTION E, LINE 3A CONT'D: | THE CORPORATE MEMBER SHALL HAVE THE FOLLOWING RESERVED POWERS FOR HUNTINGTON MEMORIAL HOSPITAL, INC. AS DEFINED IN THE NETWORK AGREEMENT: (A) APPOINT DIRECTORS (INCLUDING APPOINTMENTS TO FILL A VACANCY) AND INITIATE THE REMOVAL AND REMOVE ANY DIRECTOR OF THE CORPORATION, WITH CAUSE, PROVIDED CONSIDERATION IS GIVEN TO RECOMMENDATIONS OF THE BOARD REGARDING SUCH APPOINTMENT OR REMOVAL, IF ANY ARE SO MADE; (B) APPOINT (INCLUDING APPOINTMENTS TO FILL A VACANCY) AND INITIATE THE REMOVAL AND REMOVE THE PRESIDENT OF THE CORPORATION, WITH OR WITHOUT CAUSE, PROVIDED CONSIDERATION IS GIVEN TO RECOMMENDATIONS OF THE BOARD REGARDING SUCH APPOINTMENT OR REMOVAL, IF ANY ARE SO MADE; (C) APPROVE AND ADOPT THE STRATEGIC PLAN FOR THE CORPORATION AND ITS AFFILIATES, INCLUDING ANY INDIVIDUAL INITIATIVES OR ARRANGEMENTS, SUCH AS A NEW SERVICE OR CONTRACTUAL ARRANGEMENT, DEEMED BY THE CORPORATE MEMBER TO BE OF STRATEGIC IMPORTANCE TO THE CORPORATION OR ITS AFFILIATES AND DIRECT AND MONITOR COMPLIANCE WITH SUCH PLANS, INITIATIVES, AND ARRANGEMENTS; (D) APPROVE AND ADOPT THE CAPITAL AND OPERATING BUDGETS OF THE CORPORATION AND ITS AFFILIATES; (E) APPROVE THE INCURRENCE OF ANY DEBT PROPOSED BY THE CORPORATION, INCLUDING THE ISSUANCE OF BONDS, BY THE CORPORATION AND ITS AFFILIATES AND REQUIRE THE INCURRENCE OF DEBT BY THE CORPORATION AND ITS AFFILIATES; (F) APPROVE THE TRANSFER OF ASSETS BY THE CORPORATION AND ITS AFFILIATES, INCLUDING TRANSFERS OF REAL PROPERTY, PERSONAL PROPERTY, CASH, STOCK OR OTHER TANGIBLE OR INTANGIBLE ASSETS, UNLESS OTHERWISE IDENTIFIED IN PREVIOUSLY APPROVED STRATEGIC PLANS, INITIATIVES, ARRANGEMENTS OR BUDGETS; (G) REQUIRE AND DIRECT THE TRANSFER OF ASSETS BY THE CORPORATION OR ITS AFFILIATES, PROVIDED THAT APPROVAL OF THE BOARD IS ALSO REQUIRED IF THE TRANSFER INVOLVES A TRANSFER OR SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION OR WOULD PREVENT THE CORPORATION FROM OPERATING AN ACUTE CARE HOSPITAL IN THE COMMUNITY. FOR PURPOSES OF THIS SECTION, BOARD APPROVAL SHALL NOT BE REQUIRED FOR PARTICIPATION IN A MASTER TRUST INDENTURE, POOLED FINANCING OR ANY OTHER KIND OF DEBT INSTRUMENT, BORROWING OR GUARANTY OBLIGATING CORPORATION'S ASSETS; (H) APPROVE PARTICIPATION (INCLUDING THE EXERCISE OF RENEWAL OPTIONS) BY THE CORPORATION AND ITS AFFILIATES IN NETWORKS, AFFILIATIONS, JOINT VENTURES, PARTNERSHIPS, MERGERS OR ACQUISITIONS AND REQUIRE PARTICIPATION BY THE CORPORATION AND ITS AFFILIATES IN SUCH ARRANGEMENTS; (I) APPROVE DECISIONS OF THE CORPORATION AND ITS AFFILIATES TO PARTICIPATE (INCLUDING THE EXERCISE OF RENEWAL OPTIONS) IN MANAGED CARE OR OTHER HEALTH CARE SERVICE PURCHASING ARRANGEMENTS AND REQUIRE PARTICIPATION BY THE CORPORATION AND ITS AFFILIATES IN SUCH HEALTH CARE SERVICE PURCHASING ARRANGEMENTS; (J) DEVELOP AND REQUIRE ADOPTION OF MINIMUM MEDICAL STAFF QUALITY ASSURANCE AND UTILIZATION REVIEW STANDARDS, CRITERIA AND PROCEDURES FOR THE CORPORATION AND ITS AFFILIATES IN CONSULTATION WITH THE CORPORATION; (K) APPROVE ANY ACTION OF THE CORPORATION OR AN AFFILIATE TO CHANGE THE HOSPITAL FROM A GENERAL, ACUTE CARE COMMUNITY HOSPITAL OR TO CLOSE THE HOSPITAL; AND (L) APPROVE ANY AMENDMENT TO THE BYLAWS OR THE ARTICLES OF INCORPORATION OF THE CORPORATION, AND THE ARTICLES AND BYLAWS OF ANY NEWLY CREATED AFFILIATE AND REQUIRE AMENDMENT OF THESE GOVERNING DOCUMENTS AS NECESSARY OR ADVISABLE TO RESOLVE SIGNIFICANT ETHICAL ISSUES; TO MAINTAIN JCAHO ACCREDITATION, TAX-EXEMPT STATUS, PARTICIPATION IN MEDICARE/MEDICAID OR TO PREVENT SIGNIFICANT ADVERSE LEGAL OR FINANCIAL EFFECTS TO THE CORPORATION OR SYSTEM, EXCEPT THAT THERE CAN BE NO AMENDMENT TO THE RESERVED POWERS LISTED IN SECTIONS (G) AND (K) OF THIS LIST OR THE REQUIREMENT THAT APPOINTED DIRECTORS CAN BE REPRESENTATIVES OF HUNTINGTON COUNTY, AS DESCRIBED IN ARTICLE V, SECTIONS 2 AND 10 OF BYLAWS WITHOUT THE CONSENT OF THE CORPORATION. THE CORPORATE MEMBER SHALL DEVELOP POLICIES FOR THE IMPLEMENTATION OF THE RESERVED POWERS, INCLUDING MATERIALITY POLICIES REGARDING MATTERS SUBJECT TO REVIEW. |
| PART IV, SECTION E, LINE 3A CONT'D: | THE CORPORATE MEMBER SHALL HAVE THE FOLLOWING RESERVED POWERS FOR WHITLEY MEMORIAL HOSPITAL, INC. AS DEFINED IN THE NETWORK AGREEMENT: (A) APPOINT DIRECTORS (INCLUDING APPOINTMENTS TO FILL A VACANCY) AND INITIATE THE REMOVAL AND REMOVE ANY DIRECTOR OF THE CORPORATION, WITH CAUSE, PROVIDED CONSIDERATION IS GIVEN TO RECOMMENDATIONS OF THE BOARD REGARDING SUCH APPOINTMENT OR REMOVAL, IF ANY ARE SO MADE; (B) APPOINT (INCLUDING APPOINTMENTS TO FILL A VACANCY) AND INITIATE THE REMOVAL AND REMOVE THE PRESIDENT OF THE CORPORATION, WITH OR WITHOUT CAUSE, PROVIDED CONSIDERATION IS GIVEN TO RECOMMENDATIONS OF THE BOARD REGARDING SUCH APPOINTMENT OR REMOVAL, IF ANY ARE SO MADE; (C) APPROVE AND ADOPT THE STRATEGIC PLAN FOR THE CORPORATION AND ITS AFFILIATES, INCLUDING ANY INDIVIDUAL INITIATIVES OR ARRANGEMENTS, SUCH AS A NEW SERVICE OR CONTRACTUAL ARRANGEMENT, DEEMED BY THE CORPORATE MEMBER TO BE OF STRATEGIC IMPORTANCE TO THE CORPORATION OR ITS AFFILIATES AND DIRECT AND MONITOR COMPLIANCE WITH SUCH PLANS, INITIATIVES AND ARRANGEMENTS; (D) APPROVE AND ADOPT THE CAPITAL AND OPERATING BUDGETS OF THE CORPORATION AND ITS AFFILIATES; (E) APPROVE THE INCURRENCE OF ANY DEBT PROPOSED BY THE CORPORATION, INCLUDING THE ISSUANCE OF BONDS, BY THE CORPORATION AND ITS AFFILIATES AND REQUIRE THE INCURRENCE OF DEBT BY THE CORPORATION AND ITS AFFILIATES; (F) APPROVE THE TRANSFER OF ASSETS BY THE CORPORATION AND ITS AFFILIATES, INCLUDING TRANSFERS OF REAL PROPERTY, PERSONAL PROPERTY, CASH, STOCK OR OTHER TANGIBLE OR INTANGIBLE ASSETS, UNLESS OTHERWISE IDENTIFIED IN PREVIOUSLY APPROVED STRATEGIC PLANS, INITIATIVES, ARRANGEMENTS OR BUDGETS. (G) REQUIRE AND DIRECT THE TRANSFER OF ASSETS BY THE CORPORATION OR ITS AFFILIATES, PROVIDED THAT APPROVAL OF THE BOARD IS ALSO REQUIRED IF THE TRANSFER INVOLVES A TRANSFER OR SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION OR WOULD PREVENT THE CORPORATION FROM OPERATING AN ACUTE CARE HOSPITAL IN THE COMMUNITY. FOR PURPOSES OF THIS SECTION, BOARD APPROVAL SHALL NOT BE REQUIRED FOR PARTICIPATION IN A MASTER TRUST INDENTURE, POOLED FINANCING OR ANY OTHER KIND OF DEBT INSTRUMENT, BORROWING OR GUARANTY OBLIGATING CORPORATION ASSETS; (H) APPROVE PARTICIPATION (INCLUDING THE EXERCISE OF RENEWAL OPTIONS) BY THE CORPORATION AND ITS AFFILIATES IN NETWORKS, AFFILIATIONS, JOINT VENTURES, PARTNERSHIPS, MERGERS OR ACQUISITIONS AND REQUIRE PARTICIPATION BY THE CORPORATION AND ITS AFFILIATES IN SUCH ARRANGEMENTS; (I) APPROVE DECISIONS OF THE CORPORATION AND ITS AFFILIATES TO PARTICIPATE (INCLUDING THE EXERCISE OF RENEWAL OPTIONS) IN MANAGED CARE OR OTHER HEALTH CARE SERVICE PURCHASING ARRANGEMENTS AND REQUIRE PARTICIPATION BY THE CORPORATION AND ITS AFFILIATES IN SUCH HEALTH CARE SERVICE PURCHASING ARRANGEMENTS; (J) DEVELOP AND REQUIRE ADOPTION OF MINIMUM MEDICAL STAFF QUALITY ASSURANCE AND UTILIZATION REVIEW STANDARDS, CRITERIA AND PROCEDURES FOR THE CORPORATION AND ITS AFFILIATES IN CONSULTATION WITH THE CORPORATION; (K) APPROVE ANY ACTION OF THE CORPORATION OR AN AFFILIATE TO CHANGE THE HOSPITAL FROM A GENERAL, ACUTE CARE COMMUNITY HOSPITAL OR TO CLOSE THE HOSPITAL; AND (L) APPROVE ANY AMENDMENT TO THE BYLAWS OR THE ARTICLES OF INCORPORATION OF THE CORPORATION, AND THE ARTICLES AND BYLAWS OF ANY NEWLY CREATED AFFILIATE AND REQUIRE AMENDMENT OF THESE GOVERNING DOCUMENTS AS NECESSARY OR ADVISABLE TO RESOLVE SIGNIFICANT ETHICAL ISSUES; TO MAINTAIN JOINT COMMISSION ACCREDITATION, TAX-EXEMPT STATUS, PARTICIPATION IN MEDICARE/MEDICAID OR TO PREVENT SIGNIFICANT ADVERSE LEGAL OR FINANCIAL EFFECTS TO THE CORPORATION OR SYSTEM, EXCEPT THAT THERE CAN BE NO AMENDMENT TO THE RESERVED POWERS LISTED IN SECTIONS (G) AND (K) OF THIS EXHIBIT A OR THE REQUIREMENT THAT ELECTED DIRECTORS BE REPRESENTATIVES OF WHITLEY COUNTY, AS DESCRIBED IN ARTICLE V, SECTIONS 2 AND 10 OF THESE BYLAWS WITHOUT THE CONSENT OF THE CORPORATION. THE CORPORATE MEMBER SHALL DEVELOP POLICIES FOR THE IMPLEMENTATION OF THE RESERVED POWERS, INCLUDING MATERIALITY POLICIES REGARDING MATTERS SUBJECT TO REVIEW. |
| PART IV, SECTION E, LINE 3A CONT'D: | THE CORPORATE MEMBER SHALL HAVE THE FOLLOWING RESERVED POWERS FOR PARKVIEW WABASH HOSPITAL, INC.: (I) APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, MEMBERS OF THE BOARD SUBJECT TO THE COMPOSITION REQUIREMENTS REGARDING COMMUNITY AND PHYSICIAN REPRESENTATION SET FORTH IN ARTICLE V, SECTION 2; (II) APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, THE CHAIR AND VICE CHAIR OF THE BOARD AND THE PRESIDENT OF THE CORPORATION; (III) APPROVE AND/OR REQUIRE THE ADOPTION OF AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (IV) APPROVE AND/OR REQUIRE THE ESTABLISHMENT, ACQUISITION, DIVESTITURE, DISSOLUTION, CLOSURE, MERGER, CONSOLIDATION, CHANGE IN CORPORATE MEMBERSHIP, AFFILIATION OR CORPORATE REORGANIZATION OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (V) APPROVE AND ADOPT THE STRATEGIC PLAN AND ANY AMENDMENTS THERETO FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (VI) APPROVE AND/OR REQUIRE THE INCURRENCE OF ANY DEBT, INCLUDING THE ISSUANCE OF ANY BONDS, PROPOSED BY THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; (VII) APPROVE AND/OR REQUIRE THE APPROVAL OF CONTRACTS OR LOANS OBLIGATING THE CORPORATION TO EXPEND OR REPAY AN AMOUNT IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; (VIII) APPROVE AND/OR REQUIRE THE SALE, LEASE, EXCHANGE, MORTGAGE, PLEDGE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF PROPERTY AND ASSETS OF THE CORPORATION IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; (IX) APPROVE AND ADOPT THE CAPITAL BUDGET, OPERATING BUDGET, FINANCIAL PLANS AND ANY AMENDMENTS THERETO FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (X) APPROVE AND/OR REQUIRE THE ADOPTION OF A MANAGED CARE POLICY FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION, INCLUDING NETWORK PARTICIPATION, PARTICIPATION IN ANY MANAGED CARE AGREEMENT AND PARTICIPATION IN ANY OTHER HEALTH CARE SERVICE ARRANGEMENTS; (XI) APPOINT AND REMOVE AUDITORS, ATTORNEYS AND OTHER PROFESSIONAL ADVISORS FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (XII) DEVELOP, APPROVE AND/OR REQUIRE THE ADOPTION OF MEDICAL STAFF QUALITY ASSURANCE STANDARDS, UTILIZATION REVIEW STANDARDS, CRITERIA, POLICIES AND PROCEDURES FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (XIII) APPROVE AND/OR REQUIRE THE ADOPTION OF ANY ACTION TO CHANGE THE CORPORATION FROM A GENERAL, ACUTE CARE COMMUNITY HOSPITAL OR TO CLOSE THE CORPORATION'S CURRENT LOCATION; (XIV) APPROVE EACH ANNUAL LIST OF PROPOSED DONORS AND AMOUNTS OF DONATIONS OR GRANTS NOT INCLUDED IN THE ANNUAL BUDGET, AND MAKE PROPOSALS TO DEVIATE THEREFROM THROUGHOUT EACH YEAR IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; AND (XV) APPROVE AND/OR REQUIRE THE ADOPTION OF ANY ACTION THAT IS INCONSISTENT WITH THE POLICY OF THE CORPORATE MEMBER. |
| PART IV, SECTION E, LINE 3A CONT'D: | THE CORPORATE MEMBER SHALL HAVE THE FOLLOWING RESERVED POWERS FOR DEKALB MEMORIAL HOSPITAL, INC.: (I) APPOINT (INCLUDING TO FILL A VACANCY) AND REMOVE, WITH OR WITHOUT CAUSE, MEMBERS OF THE BOARD SUBJECT TO THE COMPOSITION REQUIREMENTS REGARDING COMMUNITY AND PHYSICIAN REPRESENTATION SET FORTH IN ARTICLE V, SECTION 2; (II) APPOINT (INCLUDING TO FILL A VACANCY) AND REMOVE, WITH OR WITHOUT CAUSE, THE CHAIR AND VICE CHAIR OF THE BOARD AND THE PRESIDENT OF THE CORPORATION; (III) APPROVE AND/OR REQUIRE THE ADOPTION OF AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (IV) APPROVE AND/OR REQUIRE THE ESTABLISHMENT, ACQUISITION, DIVESTITURE, DISSOLUTION, CLOSURE, MERGER, CONSOLIDATION, CHANGE IN CORPORATE MEMBERSHIP, JOINT VENTURE, PARTNERSHIP, AFFILIATION OR CORPORATE REORGANIZATION OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (V) APPROVE AND ADOPT THE STRATEGIC PLAN AND ANY AMENDMENTS THERETO, INCLUDING ANY INDIVIDUAL INITIATIVES OR ARRANGEMENTS, SUCH AS A NEW SERVICE OR CONTRACTUAL ARRANGEMENT DEEMED BY THE CORPORATE MEMBER TO BE OF STRATEGIC IMPORTANCE FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION, FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (VI) APPROVE AND/OR REQUIRE THE INCURRENCE OF ANY DEBT, INCLUDING THE ISSUANCE OF ANY BONDS, PROPOSED BY THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; (VII) APPROVE AND/OR REQUIRE THE APPROVAL OF CONTRACTS OR LOANS OBLIGATING THE CORPORATION TO EXPEND OR REPAY AN AMOUNT IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; (VIII) APPROVE AND/OR REQUIRE THE SALE, LEASE, EXCHANGE, MORTGAGE, PLEDGE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF PROPERTY AND ASSETS OF THE CORPORATION IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; (IX) APPROVE AND ADOPT THE CAPITAL BUDGET, OPERATING BUDGET, FINANCIAL PLANS AND ANY AMENDMENTS THERETO FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (X) APPROVE AND/OR REQUIRE THE ADOPTION OF A MANAGED CARE POLICY FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION, INCLUDING NETWORK PARTICIPATION, PARTICIPATION IN ANY MANAGED CARE AGREEMENT AND PARTICIPATION IN ANY OTHER HEALTH CARE SERVICE ARRANGEMENTS; (XI) APPOINT AND REMOVE AUDITORS, ATTORNEYS AND OTHER PROFESSIONAL ADVISORS FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (XII) DEVELOP, APPROVE AND/OR REQUIRE THE ADOPTION OF MEDICAL STAFF QUALITY ASSURANCE STANDARDS, UTILIZATION REVIEW STANDARDS, CRITERIA, POLICIES AND PROCEDURES FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (XIII) APPROVE AND/OR REQUIRE THE ADOPTION OF ANY ACTION TO CHANGE THE CORPORATION FROM A GENERAL, ACUTE CARE COMMUNITY HOSPITAL OR TO CLOSE THE CORPORATION'S CURRENT LOCATION; (XIV) APPROVE EACH ANNUAL LIST OF PROPOSED DONORS AND AMOUNTS OF DONATIONS OR GRANTS NOT INCLUDED IN THE ANNUAL BUDGET, AND MAKE PROPOSALS TO DEVIATE THEREFROM THROUGHOUT EACH YEAR IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; AND (XV) APPROVE AND/OR REQUIRE THE ADOPTION OF ANY ACTION THAT IS INCONSISTENT WITH THE POLICY OF THE CORPORATE MEMBER. |
| PART IV, SECTION E, LINE 3B | SEE EXPLANATION FOR FORM 990, SCHEDULE A, PART IV, SECTION E, LINE 3A |
| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| PART III, LINE 4A CONT'D: | JULY 24, 2020 - PRODUCED A FREE WEBINAR OFFERING GUIDANCE TO PARENTS FOR SAFELY RETURNING CHILDREN TO SCHOOL. THE WEBINAR INCLUDED INFORMATION ABOUT: - THE CURRENT STATE OF THE COVID-19 PANDEMIC IN NORTHEAST INDIANA - HOW IN-PERSON EDUCATION PLAYS A ROLE IN THE OVERALL HEALTH OF CHILDREN - WHY SCHOOLS ARE INTRODUCING NEW SAFETY MEASURES - WHAT STUDENTS MIGHT EXPECT TO SEE OR EXPERIENCE - HOW TO SUPPORT YOUR CHILDREN AND EDUCATORS AS THEY NAVIGATE THE YEAR AHEAD SEPTEMBER 9, 2020 - IN PARTNERSHIP WITH THE STATE OF INDIANA, PARKVIEW HEALTH SYSTEM, INC. OBTAINED A NEW ROCHE COBAS MACHINE THAT REDUCED THE TURNAROUND TIME FOR COVID-19 DIAGNOSTIC TESTS IN THE REGION. THE NEW EQUIPMENT WAS INSTALLED IN THE LAB AT PARKVIEW REGIONAL MEDICAL CENTER AND ALLOWED THE HEALTH SYSTEM TO PROCESS A HIGH VOLUME OF COVID-19 POLYMERASE CHAIN REACTION (PCR) TESTS, WITH MOST RESULTS AVAILABLE IN FEWER THAN 24 HOURS. THE SHORTER TURNAROUND TIME BENEFITTED THE REGION IN SEVERAL WAYS: - ALLOWED PROVIDERS TO MAKE BETTER INFORMED CARE DECISIONS AND IMPLEMENT CARE PLANS SOONER - INFORMED PATIENTS SOONER OF THE NEED TO REMAIN QUARANTINED OR ISOLATED - PROVIDED INFORMATION ON POSITIVE TESTS TO CONTACT TRACERS SOONER TO MORE QUICKLY IDENTIFY THOSE WHO MAY HAVE BEEN EXPOSED NOVEMBER 5, 2020 - PARKVIEW HEALTH SYSTEM, INC. IN PARTNERSHIP WITH THE INDIANA UNIVERSITY RICHARD M. FAIRBANKS SCHOOL OF PUBLIC HEALTH AT IUPUI, INDIANA UNIVERSITY SCHOOL OF MEDICINE AND THE REGENSTRIEF INSTITUTE, BEGAN COMMUNICATING CLINICAL GUIDANCE AND EXPERTISE IN A NEW PROGRAM DESIGNED TO SUPPORT INDIANA NURSING HOMES WITH OPERATIONAL ISSUES RELATED TO COVID-19. PARKVIEW SERVED AS A VIRTUAL TRAINING CENTER FOR THE NEW STATEWIDE PROGRAM, AS PART OF THE NATIONAL NURSING HOME COVID-19 ACTION NETWORK USING THE PROJECT ECHO (EXTENSION FOR COMMUNITY HEALTHCARE OUTCOMES) MODEL. DECEMBER 14, 2020 - AS A PILOT SITE FOR THE INDIANA DEPARTMENT OF HEALTH (IDOH) COVID-19 VACCINE DISTRIBUTION PLAN, PARKVIEW HEALTH PREPARED TO BEGIN VACCINATING THE FIRST GROUP OF ELIGIBLE HEALTHCARE WORKERS. IN DOING SO, AN EXTENSIVE EFFORT WAS MADE TO PLAN AND DEVELOP A VACCINE CLINIC AT THE PARKVIEW MIRRO CENTER FOR RESEARCH AND INNOVATION. THE PARKVIEW MIRRO CENTER VACCINE CLINIC HAD FOUR SCREENING STATIONS, 10 REGISTRATION STATIONS, 10 VACCINATION STATIONS AND A POST-VACCINATION WAITING AREA TO ACCOMMODATE UP TO 120 PEOPLE. AS A RESULT OF THE HARD WORK BY THE MORE THAN 13,000 DEDICATED CO-WORKERS OF PARKVIEW HEALTH SYSTEM, INC. IN 2020, THE HEALTH SYSTEM ACCOMPLISHED THE FOLLOWING: - 2020 BEST AND BRIGHTEST IN WELLNESS - THIS AWARD RECOGNIZES THE MOST INFLUENTIAL, TREND-SETTING COMPANIES ACROSS THE COUNTRY, AND CELEBRATES QUALITY AND EXCELLENCE IN HEALTH AWARENESS. - MAINTAINED MAGNET STATUS BY DEMONSTRATING NURSING EXCELLENCE AND MAINTAINING A COMMITMENT TO NURSING PROFESSIONALISM, TEAMWORK AND SUPERIOR PATIENT CARE. THE MAGNET RECOGNITION PROGRAM DESIGNATES ORGANIZATIONS WORLDWIDE WHERE NURSING LEADERS ALIGN THEIR NURSING STRATEGIC GOALS TO IMPROVE THE ORGANIZATION'S PATIENT OUTCOMES. -PARKVIEW HEALTH HAS AGAIN BEEN NAMED ONE OF THE NATION'S 15 TOP HEALTH SYSTEMS BY IBM WATSON HEALTH. THE STUDY, WHICH IDENTIFIES THE TOP FIVE SYSTEMS IN THREE CATEGORIES ACCORDING TO SIZE, NAMED PARKVIEW AMONG THE TOP FIVE IN THE MEDIUM-SIZED CATEGORY FOR 2020. - FOR THE SEVENTH YEAR IN A ROW, PARKVIEW HEALTH SYSTEM, INC HAS BEEN RECOGNIZED AS ONE OF THE COLLEGE OF HEALTHCARE INFORMATION MANAGEMENT EXECUTIVES (CHIME) "HEALTHCARE'S MOST WIRED HEALTH SYSTEMS." |
| FORM 990, PART V, LINES 1A AND 2A: | PARKVIEW HEALTH SYSTEM, INC. (PH), EIN 35-1972384, IS THE COMMON PAYING AGENT FOR THE FILING ORGANIZATION AS WELL AS RELATED ENTITIES. THEREFORE, ALL APPLICABLE IRS TAX FILINGS, INCLUDING FORMS 1099, 1096, W-2 AND W-3 ARE REPORTED AND FILED BY PH. THE TOTAL NUMBER REPORTED IN BOX 3 OF FORM 1096 AND FILED BY THE COMMON PAYING AGENT, PH, FOR THE YEAR ENDED DECEMBER 31, 2020 WAS 738. THE TOTAL NUMBER OF EMPLOYEES REPORTED ON FORM W-3 AND FILED BY THE COMMON PAYING AGENT, PH, FOR THE YEAR ENDED DECEMBER 31, 2020 WAS 15,150. FOR PURPOSES OF COMPLETING FORM 990, PART V, LINE 1A AND 2A, THE NUMBER REPORTED FOR PARKVIEW HEALTH SYSTEM, INC. WAS 298 AND 5,662 RESPECTIVELY. |
| FORM 990, PART VI, SECTION A, LINE 1 | THE EXECUTIVE COMMITTEE SHALL CONSIST OF A MAXIMUM OF TEN (10) MEMBERS, THE MAJORITY OF WHOM SHALL BE INDEPENDENT AND DISINTERESTED, AND SHALL INCLUDE THE PARKVIEW HEALTH BOARD CHAIR WHO SHALL ALSO SERVE AS CHAIR OF THE COMMITTEE, THE PARKVIEW HEALTH BOARD VICE CHAIR, THE PARKVIEW HEALTH BOARD CHAIR-ELECT, IF APPLICABLE, THE PARKVIEW HEALTH PRESIDENT AND CHIEF EXECUTIVE OFFICER AND UP TO SIX (6) "AT LARGE" MEMBERS NOMINATED ANNUALLY BY THE GOVERNANCE COMMITTEE AND APPOINTED BY THE PARKVIEW HEALTH BOARD CHAIR. ALL MEMBERS SHALL HAVE VOTING RIGHTS. AT THE DISCRETION OF THE CHAIR, OTHERS MAY BE INVITED TO PARTICIPATE IN EXECUTIVE COMMITTEE MEETINGS WITHOUT VOTE. THE EXECUTIVE COMMITTEE MAY ACT ON BEHALF OF THE CORPORATION IN ANY MATTER WHEN THE BOARD IS NOT IN SESSION. IN ADDITION, THE COMMITTEE SHALL PERFORM ALL RESPONSIBILITIES DELEGATED TO IT BY THE BOARD AND MAY EXERCISE ALL POWERS OF THE BOARD; PROVIDED, HOWEVER, THE COMMITTEE MAY NOT (I) APPROVE PARKVIEW HEALTH STRATEGIC PLANS, (II) FILL BOARD VACANCIES, (III) AMEND OR REPEAL THE BYLAWS OF PARKVIEW HEALTH OR (IV) TAKE ANY OTHER ACTION PROHIBITED BY LAW OR PROHIBITED BY PARKVIEW HEALTH'S BYLAWS OR ARTICLES OF INCORPORATION. THE DUTIES OF THE EXECUTIVE COMMITTEE SHALL BE MORE FULLY SET FORTH IN THE EXECUTIVE COMMITTEE CHARTER APPROVED FROM TIME TO TIME BY A MAJORITY VOTE OF THE BOARD. THE EXECUTIVE COMMITTEE SHALL MEET NO LESS FREQUENTLY THAN QUARTERLY, ON ALTERNATE MONTHS FROM THE BOARD AND SHALL PROVIDE REGULAR REPORTS TO THE FULL BOARD. |
| FORM 990, PART VI, SECTION A, LINE 2 | OFFICERS JEANNE' WICKENS, RICK HENVEY, AND KEY EMPLOYEES MITCHELL STUCKY, PHILIP SMITH, DAVID STOREY HAVE BUSINESS RELATIONSHIPS AS DIRECTORS ON THE BOARDS OF RELATED ENTITIES. KEY EMPLOYEES GREG JOHNSON, DAVID JEANS, BENJAMIN MILES AND OFFICER JEANNE' WICKENS HAVE A BUSINESS RELATIONSHIP AS DIRECTORS ON THE BOARD OF A RELATED ENTITY. OFFICER JEANNE' WICKENS AND KEY EMPLOYEE PHILIP SMITH HAVE A BUSINESS RELATIONSHIP AS DIRECTORS ON THE BOARD OF A RELATED ENTITY. DIRECTORS MARGARET BROOKS AND DAVID HAIST HAVE A BUSINESS RELATIONSHIP. DIRECTORS THOMAS LEEDY AND MICHAEL AXEL HAVE A FAMILY RELATIONSHIP. |
| FORM 990, PART VI, SECTION B, LINE 11B | AN ELECTRONIC COPY OF THE ORGANIZATION'S FINAL FORM 990 (INCLUDING REQUIRED SCHEDULES) WAS PROVIDED TO EACH VOTING MEMBER OF THE ORGANIZATION'S GOVERNING BODY AND THE SYSTEM AUDIT COMMITTEE, PRIOR TO FILING WITH THE IRS. ON OCTOBER 27, 2021, THE SYSTEM AUDIT COMMITTEE REVIEWED THE FORM 990 AS ULTIMATELY FILED WITH THE IRS. THIS REVIEW INCLUDED A PRESENTATION BY THE ORGANIZATION'S TAX PREPARER TO HIGHLIGHT THE SIGNIFICANT AREAS ON THE FORM 990 AND SUPPLEMENTAL SCHEDULES. |
| FORM 990, PART VI, SECTION B, LINE 12C | AS DESCRIBED IN ARTICLE IX SECTION 6, OF THE PARKVIEW HEALTH SYSTEM, INC. (PH) BYLAWS, PH ADOPTED PH'S COMPLIANCE POLICY FOR THE ORGANIZATION AND ITS NOT-FOR-PROFIT RELATED ORGANIZATIONS (AND AS LIKEWISE NOTED IN THEIR BYLAWS) WHEN ADDRESSING CONFLICTS OR POTENTIAL CONFLICTS OF INTEREST. THIS COMPLIANCE POLICY (COMPLIANCE POLICY #14) REQUIRES THAT EACH BOARD MEMBER, BOARD COMMITTEE MEMBER, AND KEY MANAGEMENT PERSONNEL MUST ANNUALLY COMPLETE A CONFLICT OF INTEREST FORM. THIS INFORMATION IS PROVIDED TO THE CHAIRMAN OF THE BOARD (FOR BOARD AND BOARD COMMITTEE MEMBERS) AND TO SENIOR MANAGEMENT (FOR KEY MANAGEMENT PERSONNEL). IN ADDITION, AS TO THE CONDUCT OF BOARD MEETINGS, THE FOLLOWING PROCESS IS FOLLOWED: "WHENEVER A PH OR PH AFFILIATE BOARD OR BOARD COMMITTEE IS CONSIDERING A TRANSACTION OR ARRANGEMENT WITH AN ORGANIZATION, ENTITY OR INDIVIDUAL IN WHICH A PERSON COVERED BY THIS POLICY HAS A FINANCIAL OR CONFLICTING INTEREST, THE FOLLOWING SHALL OCCUR: 1. THE INTERESTED PERSON MUST DISCLOSE THE FINANCIAL OR CONFLICTING INTEREST AND ALL MATERIAL FACTS TO THE PH OR PH AFFILIATE BOARD OR BOARD COMMITTEE; 2. THE INTERESTED PERSON WITH THAT FINANCIAL OR CONFLICTING INTEREST MAY MAKE A PRESENTATION AT THE BOARD OR BOARD COMMITTEE MEETING REGARDING THE TRANSACTION OR ARRANGEMENT HOWEVER, HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT RESULTS IN THE FINANCIAL OR CONFLICTING INTEREST; AND 3. THE PH OR PH AFFILIATE BOARD OR BOARD COMMITTEE MUST APPROVE THE TRANSACTION OR ARRANGEMENT BY A MAJORITY VOTE OF THE BOARD MEMBERS PRESENT AT A MEETING THAT HAS A QUORUM, NOT INCLUDING THE VOTE OF THE INTERESTED PERSON. THE INTERESTED PERSON MAY NOT VOTE ON THE MATTER. A. UPON THE REQUEST OF PH OR PH AFFILIATE BOARD OR BOARD COMMITTEE, THE MATTER MAY BE DELEGATED TO THE PH COMPLIANCE COMMITTEE FOR EVALUATION, RECOMMENDATION AND/OR DETERMINATION. 4. WHENEVER A FINANCIAL OR CONFLICTING INTEREST IS ADDRESSED BY A PH OR PH AFFILIATE BOARD, NOTICE SHALL BE GIVEN TO THE PH COMPLIANCE OFFICER / GENERAL COUNSEL." |
| FORM 990, PART VI, SECTION B, LINE 15 | REGARDING LINES 15A AND 15B, TO THE EXTENT THAT THE ORGANIZATION HAS VICE PRESIDENT OR ABOVE, THE ORGANIZATION USED A PROCESS FOR DETERMINING COMPENSATION OF THE CEO, OFFICERS, AND KEY EMPLOYEES. THE PROCESS INCLUDES CONSULTATIONS WITH AN INDEPENDENT COMPENSATION ADVISOR AND THE REVIEW OF APPROPRIATE COMPARABILITY DATA; REVIEW AND APPROVAL BY THE COMPENSATION COMMITTEE OF THE GOVERNING BODY CONSISTING OF MEMBERS WHO DO NOT HAVE A CONFLICT OF INTEREST CONCERNING THE COMPENSATION; AND CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING WITH RESPECT TO DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENTS. IN 2020, THE COMPENSATION COMMITTEE OF PARKVIEW HEALTH SYSTEM, INC. REVIEWED AND APPROVED ALL EXECUTIVE COMPENSATION, BENEFITS AND PERQUISITES FOR THE 2020 COMPENSATION PACKAGE, PURSUANT TO THE PARKVIEW HEALTH BYLAWS. THE COMPENSATION PACKAGE WAS APPROVED BY A MAJORITY OF INDEPENDENT COMPENSATION COMMITTEE MEMBERS. PARKVIEW'S INDEPENDENT CONSULTANT PREPARES A COMPETITIVE COMPENSATION ANALYSIS USING DATA FROM MULTIPLE PUBLISHED SURVEYS PREPARED BY INDEPENDENT FIRMS FOR POSITIONS THAT ARE FUNCTIONALLY COMPARABLE IN SIMILAR-SIZED HEALTH SYSTEMS AND HOSPITAL ORGANIZATIONS ON BOTH A REGIONAL AND NATIONAL BASIS. THE INDEPENDENT CONSULTANT PROVIDES A STATEMENT OF REASONABLENESS OF THE COMPENSATION PROVIDED TO THE CEO AS WELL AS ALL EXECUTIVES AT THE VICE PRESIDENT LEVEL AND ABOVE. ALL DATA IS SHARED WITH THE BOARD OF DIRECTORS. THE BOARD APPROVES ANY CHANGES IN COMPENSATION FOR THE CEO AND HIS DIRECT REPORTS. APPROVAL IS ALSO PROVIDED FOR THE SALARY BUDGET FOR THE ENTIRE ORGANIZATION. THE BOARD REVIEWS AND APPROVES THE PLAN DOCUMENTS FOR THE MANAGEMENT INCENTIVE COMPENSATION PLAN (MICP) AND THE PHYSICIAN AND PROVIDER INCENTIVE COMPENSATION PLAN (PICP). |
| FORM 990, PART VI, SECTION C, LINE 19 | COPIES OF THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. |
| FORM 990, PART IX, LINES 5-10: | PARKVIEW HEALTH SYSTEM, INC., EIN 35-1972384, SERVES AS THE COMMON PAYING AGENT FOR ALL TAX-EXEMPT ORGANIZATIONS OF THE SYSTEM. SALARIES AND WAGES OF EMPLOYEES WORKING FOR THESE ORGANIZATIONS ARE CHARGED DIRECTLY TO THE ORGANIZATIONS IN WHICH THEY WORK. THE ACTUAL EXPENSES FOR PAYROLL TAXES, EMPLOYEE BENEFITS, AND PENSION PLAN CONTRIBUTIONS ARE REFLECTED ON THE BOOKS OF PARKVIEW HEALTH SYSTEM, INC. FOR FINANCIAL REPORTING PURPOSES. TO ACCOUNT FOR BENEFIT COSTS ON THE BOOKS OF THE OTHER TAX EXEMPT ORGANIZATIONS, AN ALLOCATION METHODOLOGY IS UTILIZED TO CHARGE THESE ORGANIZATIONS WITH AN ESTIMATE OF THE OVERALL COSTS, REFERRED TO AS A "BENEFIT ALLOCATION" FROM PARKVIEW HEALTH SYSTEM, INC. THE ALLOCATION DOES NOT DISTINGUISH BETWEEN THE COSTS OF THE VARIOUS COMPONENTS (I.E. PAYROLL TAXES, EMPLOYEE BENEFITS, AND PENSION PLAN CONTRIBUTIONS). THEREFORE, FOR PURPOSES OF THE FORM 990, PART IX, THE TOTAL BENEFIT ALLOCATION FOR THE EMPLOYEES' SALARIES AND WAGES REPORTED ON LINE 7 IS REFLECTED ON LINE 9 AND NOT ALLOCATED BETWEEN LINES 8 OR 10. FOR PURPOSES OF THE FORM 990, PART IX, LINES 5 AND 6 REFLECT COMPENSATION AND BENEFIT AMOUNTS REPORTED IN PART VII. |
| FORM 990, PART XI, LINE 9: | ASSET ADJUSTMENT TRANSFERS 2,163,721. BOOK/TAX DIFF FROM K-1'S 6,680,460. AMORTIZE BOND SWAP OCI 42,600. ADJUST OCI FOR PENSION -15,129,478. REMOVE INVESTMENT IN MCHA -19,083,090. ADJUST PRIOR YEAR ACCRUALS 685,000. |
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