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 6: | VOLUNTEERS SERVED ON THE BOARD OF DIRECTORS AS BOTH VOTING AND NONVOTING BOARD MEMBERS. ADDITIONALLY, THE ORGANIZATION HAS MULTIPLE VOLUNTEER COMMITTEES. |
| FORM 990, PART V, LINE 3B | WASHINGTON STATE HOSPITAL ASSOCIATION RECEIVES RENT FROM A CONTROLLED ENTITY UNDER CODE SEC. 512(B)(13). THE ORGANIZATION CHOOSES NOT TO FILE FORM 990-T TO REPORT THIS INCOME, AS THE OFFSETTING DEDUCTIONS WOULD RESULT IN NO TAX LIABILITY. |
| FORM 990, PART VI, SECTION A, LINE 4 | ON JANUARY 1, 2022 NEW CHANGES TO WASHINGTON'S NONPROFIT CORPORATIONS ACT, REVISED CODE OF WASHINGTON 24.03A BECAME EFFECTIVE. WSHA LEGAL STAFF REVIEWED THE ORGANIZATION'S BYLAWS AND PROPOSED A SERIES OF AMENDMENTS TO (1) BRING THE BYLAWS INTO COMPLIANCE WITH THE NEW LAW OR (2) ADD NEW BYLAWS CONSISTENT WITH ASSOCIATION PAST PRACTICE IN PLACES WHERE THE NEW LAW WOULD NOW PROVIDE A STATUTORY DEFAULT THAT IS INCONSISTENT WITH PAST PRACTICE. THESE CHANGES WERE APPROVED BY THE WSHA MEMBERSHIP AT ITS 2022 MEMBERSHIP MEETING. A SUMMARY OF CHANGES IS AS FOLLOWS: REFERENCES TO "TRUSTEE(S)" CHANGED TO "DIRECTOR(S) - " WSHA IS A NONPROFIT CORPORATION, NOT A TRUST. WSHA BOARD MEMBERS PERFORM THE DUTIES OF A NONPROFIT BOARD OF DIRECTORS. PROCESS FOR TERMINATION OF MEMBERS - THE NEW LAW DEFERS TO CORPORATIONS TO DEVELOP A PROCESS FOR TERMINATION OF MEMBERS . WSHA BYLAWS PROVIDED A PROCESS, BUT FOR CLARITY A WIDELY ACCEPTED STANDARD THRESHOLD OF A TWO-THIRDS VOTE OF THE BOARD OF DIRECTORS TO CENSURE, SUSPEND, OR EXPEL A MEMBER WAS ADDED. MEMBERSHIP TRANSFERS - THE NEW LAW SETS A DEFAULT FOR TRANSFERS OF MEMBERSHIP WHICH IS NOT CONSISTENT WITH WSHA PRACTICE. LANGUAGE WAS INSERTED THAT ALLOWS MEMBERSHIP TRANSFER IN THE EVENT OF A MERGER OF HOSPITALS IN SYSTEMS, WHICH IS WSHA'S LONGSTANDING PRACTICE. MEMBERSHIP MEETINGS - TIMEFRAMES FOR NOTICE OF MEMBERSHIP MEETINGS ARE PROVIDED. CLARIFICATION WAS PROVIDED THAT PARTICIPATION MAY BE BY ELECTRONIC MEANS THAT ALLOWS FOR REAL-TIME COMMUNICATION. MEMBERSHIP POWERS - A PROCESS HAS EXISTED FOR THE MEMBERSHIP TO SEND A BOARD DECISION BACK TO THE BOARD FOR RECONSIDERATION, BUT NO STEP WAS PROVIDED TO FINALIZE THAT PROCESS. A STEP IS NOW ADDED, STATING THAT AFTER RECONSIDERING AND POSSIBLY REVISING A DECISION REMANDED BY THE MEMBERSHIP, THE FINAL BOARD DECISION WILL STAND. INFORMATION RIGHTS - FOR EASE OF REFERENCE THE NEW LAW'S CITATION IS ADDED TO THE BYLAWS. BOARD OF DIRECTOR MEETINGS - IN RECOGNITION OF THE PACE OF OUR TIMES, THE TIMEFRAME FOR CALLING A MEETING OF THE BOARD IS SHORTENED FROM FIVE DAYS TO 48 HOURS. COMMITTEE APPOINTMENTS - WSHA'S PROCESS FOR CREATING AND POPULATING MEMBERS OF COMMITTEES OF THE BOARD IS DIFFERENT THAN THE STATUTORY DEFAULT. LANGUAGE WAS ADDED THAT REFLECTS THE CURRENT PROCESS. THE NEW LAW CREATES A RESTRICTION ON NON-MEMBERS HAVING A VOTE ON COMMITTEES. WSHA WILL CONTINUE TO HAVE NON-MEMBERS ON SOME OF OUR COMMITTEES. FOR EXAMPLE, THE SAFETY AND QUALITY COMMITTEE HAS HAD A DEPARTMENT OF HEALTH REPRESENTATIVE OR NON-HOSPITAL PHYSICIAN MEMBERS. HOWEVER, THE BYLAWS MAKE IT CLEAR NON-MEMBERS MAY NOT VOTE. FINANCE, AUDIT AND COMPLIANCE COMMITTEE - THE COMMITTEE HAS ALWAYS HAD MEMBERS WHO ARE NOT WSHA BOARD MEMBERS AND HAVE FINANCE EXPERTISE. THE NUMBER OF THOSE REPRESENTATIVES ON THIS COMMITTEE IS INCREASED TO SUPPORT GOOD OVERSIGHT FROM OUR BROADER HOSPITAL MEMBERSHIP ON THE COMMITTEE. BYLAWS AMENDMENTS AND FUNDAMENTAL TRANSACTIONS - CONSISTENT WITH THE NEW STATUTORY DEFAULT THE REQUIRED MEMBERSHIP VOTE FOR BYLAWS AMENDMENTS IS CHANGED FROM 66% TO 51%. THE NEW LAW ALSO ADDS A DEFINITION OF FUNDAMENTAL TRANSACTION (WHICH INCLUDES (I) MERGER, (II) DOMESTICATION OR CONVERSION, (III) DISPOSITION OF ASSETS, OR (IV) DISSOLUTION OF THE CORPORATION) AND A PROCESS FOR APPROVING THEM. THE BYLAWS ARE UPDATED TO REFLECT THE STATUTORY APPROACH. THE APPROACH IS THAT A MAJORITY OF THE BOARD OF DIRECTORS THEN IN OFFICE SHALL HAVE THE POWER TO UNDERTAKE ANY SUCH TRANSACTION IF IT IS COMPLIANT WITH THE LAW. CONFLICTS OF INTEREST - WSHA HAS CONFLICT OF INTEREST POLICIES FOR BOARD MEMBERS. THE NEW LAW REQUIRES THESE POLICIES TO BE CONSISTENT WITH STATE AND FEDERAL LAW. THE BYLAWS ARE UPDATED TO REFLECT THIS REQUIREMENT. |
| FORM 990, PART VI, SECTION A, LINE 6 | THERE ARE FOUR CLASSES OF MEMBERSHIP: TYPE I INCLUDES ACUTE CARE AND PSYCHIATRIC HOSPITALS, TYPE II INCLUDES STATE HOSPITALS, TYPE III INCLUDES ORGANIZATIONS INTERESTED IN THE OBJECT OF THE ASSOCIATION AND NOT ELIGIBLE FOR MEMBERSHIP IN OTHER CATEGORIES AND TYPE IV INCLUDES HOSPITALS OPERATED BY THE FEDERAL GOVERNMENT. REPRESENTATIVES OF TYPE I AND TYPE II MEMBERS ARE ELIGIBLE TO VOTE IN THE ASSEMBLY AND SERVE ON THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE ORGANIZATION HAS MEMBERS WITH THE POWER TO ELECT MEMBERS OF THE GOVERNING BODY. REPRESENTATIVES OF TYPE I AND TYPE II MEMBERS MEET IN ASSEMBLY, EACH MEMBER WITH ONE VOTE, AND THE ASSEMBLY ELECTS THE DIRECTORS AND OFFICERS OF THE ASSOCIATION. |
| FORM 990, PART VI, SECTION A, LINE 7B | THE ASSEMBLY (TYPE 1 AND TYPE II MEMBERS) SHALL ELECT THE DIRECTORS AND OFFICERS OF THE ASSOCIATION AS PROVIDED IN THESE BYLAWS. THE ASSEMBLY SHALL HAVE THE AUTHORITY TO APPROVE OR DISAPPROVE SUCH RECOMMENDATIONS, REPORTS, ACTIONS, OR RESOLUTIONS AS MAY BE PLACED BEFORE IT BY THE BOARD OF DIRECTORS. FURTHER, THE ASSEMBLY SHALL HAVE AUTHORITY TO MAKE PROPOSALS AND RECOMMENDATIONS TO THE BOARD OF DIRECTORS. BY A TWO-THIRDS VOTE OF THOSE PRESENT AND ELIGIBLE TO VOTE, A QUORUM BEING PRESENT, THE ASSEMBLY SHALL HAVE THE AUTHORITY TO REMAND TO THE BOARD OF DIRECTORS FOR RECONSIDERATION ANY ACTION TAKEN PREVIOUSLY BY THE BOARD. FOLLOWING ANY RECONSIDERATION OR REVISION BY THE BOARD OF DIRECTORS, THE FINAL DECISION OF THE BOARD OF DIRECTORS SHALL STAND. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE FORM 990 IS REVIEWED BY THE DIRECTOR OF FINANCE, CHIEF FINANCIAL OFFICER, EVP / GENERAL COUNSEL AND THE PRESIDENT / CEO. A COPY IS SENT TO THE FINANCE, AUDIT AND COMPLIANCE COMMITTEE AND GOVERNING BOARD BEFORE FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | A CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRE IS COMPLETED ANNUALLY BY OFFICERS, DIRECTORS, AND KEY EMPLOYEES. COMPLETED QUESTIONNAIRES ARE REVIEWED BY LEGAL COUNSEL, AND ACTUAL OR POTENTIAL CONFLICTS ARE DISCLOSED TO THE BOARD. |
| FORM 990, PART VI, SECTION B, LINE 15 | PURSUANT TO A CHARTER APPROVED BY THE BOARD, THE WASHINGTON STATE HOSPITAL ASSOCIATION MAINTAINS A COMPENSATION COMMITTEE COMPRISED OF THE CHAIR, PAST CHAIR, CHAIR ELECT AND SECRETARY-TREASURER. USING A BOARD-APPROVED COMPENSATION PHILOSOPHY, THE COMMITTEE OVERSEES THE COMPENSATION SETTING PROCESS FOR THE PRESIDENT & CEO AND IDENTIFIED EXECUTIVES. THE COMMITTEE CONDUCTS ITS WORK WITH THE ASSISTANCE OF A COMPENSATION CONSULTING FIRM WHICH SPECIALIZES IN NON-PROFIT AND HEALTH CARE ORGANIZATIONS. THE PRINCIPAL OBJECTIVE OF THE EXECUTIVE COMPENSATION PROGRAM IS TO FACILITATE THE WASHINGTON STATE HOSPITAL ASSOCIATION TO ATTRACT, MOTIVATE AND RETAIN THE HIGHLY SKILLED EXECUTIVE TALENT NEEDED TO CARRY OUT ITS MISSION AND STRATEGIC OBJECTIVES THROUGH THE ESTABLISHMENT OF SALARIES, BENEFITS, AND VARIABLE PAY OPPORTUNITIES THAT ARE REASONABLE, COMPARE FAVORABLY WITH THOSE FOR SIMILAR POSITIONS IN SIMILARLY SITUATED ORGANIZATIONS, AND REWARD ACHIEVEMENT OF ORGANIZATIONAL AND INDIVIDUAL OBJECTIVES. WASHINGTON STATE HOSPITAL ASSOCIATION USES ESTABLISHED MARKET COMPARATIVE GROUPS TO DETERMINE COMPARABLE LEVELS OF COMPENSATION FOR THE PRESIDENT AND CEO AND, TO THE EXTENT SUCH DATA IS AVAILABLE AND APPROPRIATELY MATCHED, OTHER EXECUTIVES SUBJECT TO THE PURVIEW OF THE COMPENSATION COMMITTEE. |
| FORM 990, PART VI, SECTION C, LINE 19 | COPIES OF ORGANIZATIONAL DOCUMENTS ARE AVAILABLE BY WRITTEN REQUEST. |
| FORM 990, PART IX, LINE 11G | CONSULTANTS 1,884,911. CONTRACTS 20,071. OTHER PROFESSIONAL FEES 254,359. |
| FORM 990, PART XI, LINE 9: | INVESTMENT IN SUBSIDIARY -492,635. |
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