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 | |||||
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Total |
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Calendar year
(or fiscal year beginning in)
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(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (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)
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(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (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) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | 53,369,046 | 49,770,410 | 65,983,528 | 54,946,134 | 65,680,233 | 289,749,351 |
| 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 | 161,278,538 | 155,795,936 | 154,170,519 | 153,565,394 | 157,778,313 | 782,588,700 |
| 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 | 214,647,584 | 205,566,346 | 220,154,047 | 208,511,528 | 223,458,546 | 1,072,338,051 |
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | 0 | |||||
| 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. | 0 | |||||
| c | Add lines 7a and 7b.. | 0 | |||||
| 8 | Public support. (Subtract line 7c from line 6.) | 1,072,338,051 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 214,647,584 | 205,566,346 | 220,154,047 | 208,511,528 | 223,458,546 | 1,072,338,051 |
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | 33,262 | 66,928 | 88,966 | 48,172 | 50,185 | 287,513 |
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | 33,262 | 66,928 | 88,966 | 48,172 | 50,185 | 287,513 |
| 11 | Net income from unrelated business activities not included on 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.) .. | 788,230 | 1,743,963 | 1,619,250 | 1,976,119 | 2,887,573 | 9,015,135 |
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | 215,469,076 | 207,377,237 | 221,862,263 | 210,535,819 | 226,396,304 | 1,081,640,699 |
| 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 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 2021 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-2021 |
(iii) Distributable Amount for 2021 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2021 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2021 (reasonable cause required-- explain in Part VI). See instructions. |
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| 3 Excess distributions carryover, if any, to 2021: | ||||
| a From 2016....... | ||||
| b From 2017....... | ||||
| c From 2018....... | ||||
| d From 2019....... | ||||
| e From 2020....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2021 distributable amount | ||||
|
i
Carryover from 2016 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2021 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2021 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2021, 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 2021. 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 2022. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2017..... | ||||
| b Excess from 2018..... | ||||
| c Excess from 2019..... | ||||
| d Excess from 2020..... | ||||
| e Excess from 2021..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: | REIMBURSEMENT OF EXPENSES - 2017 AMOUNT: $ 788,230. 2018 AMOUNT: $ 1,743,963. 2019 AMOUNT: $ 1,619,250. 2020 AMOUNT: $ 1,976,119. 2021 AMOUNT: $ 2,887,573. |
| 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 | I. INTRODUCTION MERCY CLINICS, INC. (MCI), ESTABLISHED IN AUGUST, 1983, CURRENTLY HAS A SYSTEM OF FAMILY PRACTICE CLINICS, URGENT CARE CLINICS, QUICK CARE CLINICS, AND SPECIALTY CLINICS WHICH INCLUDE SUCH SPECIALTIES AS GASTROENTEROLOGY, GERIATRIC MEDICINE, INTERNAL MEDICINE, NEUROLOGY, OTOLARYNGOLOGY, PEDIATRICS, PHYSICAL THERAPY, RHEUMATOLOGY, GYNECOLOGIC ONCOLOGY CARE, AND GENERAL, COLORECTAL, BARIATRIC, PLASTIC, RECONSTRUCTIVE, AND BREAST SURGERY. MERCY CLINICS ARE DEDICATED TO IMPROVING THE HEALTH OF OUR COMMUNITY IN PARTNERSHIP WITH OTHERS. WE DO THIS BY PROVIDING OUR PATIENTS AND THEIR FAMILIES WITH ACCESSIBLE AND EFFECTIVE DISEASE PREVENTION, DIAGNOSIS, TREATMENT AND EDUCATION. MANY OF OUR EMPLOYEES VOLUNTEER THEIR TIME AND ENERGY IN VARIOUS COMMUNITY ACTIVITIES THROUGHOUT THE GREATER DES MOINES AREA. A BOARD OF DIRECTORS GOVERNS THE CLINICS WITH PHYSICIAN AND HOSPITAL REPRESENTATIVES. THE DIVERSE SPECIALTIES AMID OUR MEDICAL STAFF ALSO LENDS TO SHARED EXPERIENCES AND BEST-PRACTICE DISCUSSIONS, IMPROVING THE QUALITY AND PRODUCTIVITY OF OUR CLINICS. THESE MEDICAL SPECIALTIES, COMBINED WITH OUR LARGE PRIMARY CARE BASE, HELP INSURE THAT OUR PATIENTS WILL BE CARED FOR WITHIN THE MERCY FAMILY. II. COMMUNITY OUTREACH FOR THE POOR THIS PAST YEAR, MANY LOWER INCOME, POOR AND INDIGENT INDIVIDUALS AND FAMILIES WERE SERVED BY MERCY CLINICS, AND A TOTAL OF $9.9 MILLION IN COMMUNITY BENEFITS, CHARITY CARE COST, ADMINISTRATIVE ADJUSTMENTS, EXCLUDING MEDICARE IN FISCAL YEAR 2022. VARIOUS ACTIVITIES INCLUDED: CHARITY CARE - ALL MEDICAL COSTS WERE ABSORBED BY MCI FOR PATIENTS WHO WERE UNABLE TO PAY FOR THE MEDICAL CARE THAT THEY HAD RECEIVED. THIS SERVICE WAS PROVIDED TO PATIENTS WHO WERE UNABLE TO PAY DUE TO SPECIAL CIRCUMSTANCES SUCH AS LOW INCOME, NO HEALTH INSURANCE, LOSS OF A JOB, OR DEATH OF THE PATIENT. FREE OR LOW INCOME HEALTHCARE CLINICS - MERCY PHYSICIANS AND NURSES DONATED THEIR TIME AND RESOURCES TO HEALTHCARE CLINICS SUCH AS CHRIST THE KING FREE CLINIC AND HOLD FAMILY FREE CLINIC. PATIENT ASSISTANCE PROGRAM (PAP) - INDIVIDUALS WERE ASSISTED BY CLINIC STAFF IN FILLING OUT FORMS FOR VARIOUS PHARMACEUTICALS COMPANIES TO SUPPLY PATIENTS WITH MEDICATIONS AT LITTLE OR NO COST TO THE PATIENT. III. COMMUNITY OUTREACH FOR THE BROADER COMMUNITY A. COMMUNITY EDUCATION & OUTREACH MERCY CLINICS PHYSICIANS AND STAFF CONDUCTED EDUCATIONAL LECTURES THROUGHOUT THE FISCAL YEAR TO VARIOUS FACILITIES AND GROUPS REGARDING A WIDE RANGE OF TOPICS, INCLUDING: WOMEN HEALTH ISSUES, RHEUMATOLOGY RELATED ISSUES, STRESS, AND SEASONAL FLU VACCINATIONS. OTHER OUTREACH PROGRAMS INCLUDED: HEALTH SCREENINGS FOR BLOOD GLUCOSE, BLOOD PRESSURES, AND COLON CANCER SCREENINGS; EMPLOYEES VOLUNTEERING THEIR TIME TO PARTICIPATE IN FUNDRAISING EVENTS SUCH AS THE ARTHRITIS FOUNDATION, AMERICAN DIABETES ASSOCIATION AND JUVENILE DIABETES RESEARCH FOUNDATION, VARIOUS MISSIONS ON THE MOVE, WALK FOR CHILDHOOD CANCER, MULTIPLE SCLEROSIS RACE FOR THE CURE, AND RELAY FOR LIFE. STAFF ALSO HELPED ORGANIZE BLOOD DRIVES, AND SUPPLIED AND STAFFED FIRST AID BOOTHS AT AREA EVENTS. CLINIC PHYSICIANS AND STAFF DONATED THEIR TIME FOR SPORTING EVENTS THROUGHOUT THE FISCAL YEAR. THE DOCTORS WERE ON-HAND TO PROVIDE MEDICAL ASSISTANCE FOR SPORTS RELATED INJURY RECEIVED DURING A FOOTBALL OR BASKETBALL GAME, CROSS COUNTRY MEET OR WRESTLING MATCH. THEY ALSO INSTRUCTED STUDENTS ON HOW TO AVOID SPORTS RELATED INJURIES. PHYSICIANS AND STAFF ALSO BECAME MEMBERS OF DIFFERENT HEALTH-RELATED COMMITTEES TO HELP EDUCATE THE COMMUNITY. ORGANIZATIONS INCLUDED WERE: DES MOINES UNIVERSITY BOARD OF TRUSTEES, ARTHRITIS FOUNDATION BOARD, CREATIVE VISIONS BOARD, HEALTHY START PROGRAM, DALLAS COUNTY HOSPITAL BOARD OF TRUSTEES, IOWA MEDICAID PHARMACEUTICAL COMMITTEE, URBAN DREAMS, AND WARREN COUNTY BOARD OF HEALTH. ALSO, DURING THIS PAST FISCAL YEAR, MERCY'S HEALTHCARE COACHES SPENT ADDITIONAL TIME WITH PATIENTS TO EDUCATE THEM IN THE FIVE "A'S" OF BEHAVIOR CHANGE TOOLS AND TRAINING, I.E. SMOKING CESSATION, EXERCISE PLANS, HEALTHY EATING HABITS. DONATIONS OF SUPPLIES AND CASH WERE GIVEN TO DIFFERENT ORGANIZATIONS THROUGHOUT THE GREATER DES MOINES AREA. THESE ORGANIZATIONS INCLUDE: HABITAT FOR HUMANITY, COMBAT HUNGER, VARIOUS FOOD PANTRIES, SHOES THAT FIT AND COATS THAT FIT CAMPAIGNS, SUPPORT OUR TROOPS, IMPROVE MERCY'S NEIGHBORHOODS, COMMUNITY IMPROVEMENT PROGRAMS, VARIOUS SCHOOL ACTIVITIES AND SUPPLIES. B. MEDICAL EDUCATION TRAINING OF STUDENTS INCLUDED CMA STUDENTS FROM DES MOINES AREA COMMUNITY COLLEGE AND MERCY COLLEGE OF HEALTH SCIENCES. TRAINING ALSO INCLUDES SURGICAL RESIDENTS AND MEDICAL STUDENTS. PHYSICIAN ASSISTANTS AND NURSE PRACTITIONERS ARE ALSO SPONSORING ROTATIONS OF NURSE PRACTITIONER STUDENTS FROM VARIOUS SCHOOLS IN THE MIDWEST. |
| FORM 990, PART V, LINE 1C | PAYMENTS TO VENDORS FOR ENTITIES THAT ARE PART OF COMMONSPIRIT HEALTH ARE MADE BY COMMONSPIRIT HEALTH. THEREFORE, NO FORMS 1099 ARE ISSUED BY MERCY CLINICS, INC. (MCI). COMMONSPIRIT HEALTH FILES THE FORMS 1099 AND COMPLIES WITH THE BACKUP WITHHOLDING RULES FOR REPORTABLE PAYMENTS TO VENDORS AND GAME WINNINGS. THE FORMS 1099 ISSUED ON BEHALF OF MERCY CLINICS, INC. (MCI) ARE REPORTED TO THE IRS. |
| FORM 990, PART VI, SECTION A, LINE 1A | PER SECTION 8.6 OF THE BYLAWS, THE EXECUTIVE GOVERNANCE COMMITTEE (EGC) SHALL CONSIST OF NO FEWER THAN SIX VOTING MEMBERS. THE EGC SHALL INCLUDE THE THREE PHYSICIAN DIRECTORS, ONE MEMBER APPOINTED BY THE CORPORATE MEMBER AND AN APPROPRIATE MIX, AS DETERMINED BY THE BOARD OF DIRECTORS, OF PRIMARY CARE AND SPECIALTY PHYSICIANS IN ORDER TO REFLECT THE ACTIVITIES OF THE CORPORATION. EACH MEMBER OF THE EGC OTHER THAN THE CHIEF MEDICAL OFFICER, IF ANY, THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE CORPORATION AND THE MEMBER APPOINTED BY THE CORPORATE MEMBER SHALL BE A PHYSICIAN EMPLOYED BY THE CORPORATION AND APPOINTED BY THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. UPON THE REQUEST OF THE BOARD OF DIRECTORS, THE EGC SHALL ADVISE AND MAKE RECOMMENDATIONS TO THE BOARD OF DIRECTORS REGARDING ANY MATTER INVOLVING THE MEDICAL SERVICES PROVIDED BY THE PHYSICIAN EMPLOYEES OF THE CORPORATION AND ANY MATTER THAT IT BELIEVES IS OF CONCERN TO THE PHYSICIAN EMPLOYEES OF THE CORPORATION; DEVELOP AND IMPLEMENT MEDICAL EDUCATION PROGRAMS; DEVELOP AND IMPLEMENT RULES OF MEDICAL PRACTICE; PROVIDE UTILIZATION REVIEW, UTILIZATION MANAGEMENT AND QUALITY ASSURANCE OVERSIGHT; AND PROVIDE ADVICE AND COUNSEL TO THE PHYSICIAN COMPENSATION COMMITTEE ON MATTERS RELATED TO PHYSICIAN COMPENSATION. THE EGC SHALL BE ADVISORY ONLY AND SHALL NOT HAVE ANY POWERS OF THE BOARD EXCEPT AS MAY BE SPECIFICALLY DELEGATED BY THE BOARD FROM TIME TO TIME. |
| FORM 990, PART VI, SECTION A, LINE 6 | PER SECTION 6.1 OF THE BYLAWS, THE SOLE MEMBER OF THE CORPORATION SHALL BE CATHOLIC HEALTH INITIATIVES - IOWA, CORP. D/B/A MERCY MEDICAL CENTER - DES MOINES, AN IOWA NONPROFIT CORPORATION (THE CORPORATE MEMBER). |
| FORM 990, PART VI, SECTION A, LINE 7A | THE RIGHT TO SELECT THE DIRECTORS OF THE CORPORATION IS RESERVED TO THE CORPORATE MEMBER. PER SECTION 5.5 OF THE BYLAWS, DIRECTORS SHALL BE APPROVED BY THE CORPORATE MEMBER NO LATER THAN JUNE 30TH OF EACH YEAR, AS NEEDED TO FILL ANY EXPIRED TERMS OR VACANCIES AMONG THE DIRECTORS. THE CORPORATE MEMBER SHALL SELECT THE PHYSICIAN DIRECTORS FROM A SLATE OF QUALIFIED CANDIDATES PROVIDED TO IT BY THE NOMINATING ADVISORY COMMITTEE. NOTWITHSTANDING ANYTHING IN THESE BYLAWS TO THE CONTRARY, SHOULD PHYSICIAN DIRECTORS FAIL TO BE APPROVED IN ACCORDANCE WITH THE PREVIOUS SENTENCE OR PURSUANT TO SECTION 5.9, THE CORPORATE MEMBER SHALL REQUEST THE NOMINATING ADVISORY COMMITTEE TO PROVIDE AN ADDITIONAL SLATE OF QUALIFIED CANDIDATES FOR APPROVAL BY THE CORPORATE MEMBER. THEREAFTER, SHOULD PHYSICIAN DIRECTORS FAIL TO BE APPROVED, THE CORPORATE MEMBER MAY UNILATERALLY APPOINT PHYSICIAN DIRECTORS AS NEEDED TO FILL EXPIRED TERMS OR VACANCIES AMONG PHYSICIAN DIRECTORS. FURTHER, SECTION 5.6.2 OF THE BYLAWS PROVIDES THAT, AFTER CONSULTATION WITH THE EXECUTIVE GOVERNANCE COMMITTEE, ANY DIRECTOR MAY BE REMOVED AT ANY TIME, WITH OR WITHOUT CAUSE, BY THE CORPORATE MEMBER OR THE PARENT CORPORATION. (CHCF RESERVED RIGHTS) EXCEPT AS OTHERWISE PROVIDED IN THE CORPORATION'S ARTICLES OF INCORPORATION OR THE LAWS OF THE STATE OF ORGANIZATION, CATHOLIC HEALTH CARE FEDERATION ("CHCF") SHALL HAVE SUCH RIGHTS AS ARE RESERVED TO THE CORPORATE MEMBER, ACTING IN ITS CAPACITY AS THE MEMBERSHIP BODY OF CHCF, UNDER THE GOVERNANCE MATRIX. |
| FORM 990, PART VI, SECTION A, LINE 7B | THE ORGANIZATION'S CORPORATE MEMBER IS CATHOLIC HEALTH INITIATIVES - IOWA, CORP. D/B/A MERCY MEDICAL CENTER - DES MOINES, AN IOWA NONPROFIT CORPORATION. PURSUANT TO ARTICLE 6.4 OF THE ORGANIZATION'S AMENDED BYLAWS, THE CORPORATE MEMBER SHALL HAVE THE RIGHT TO APPROVE ANY OF THE ACTIONS SET FORTH BELOW, EXCEPT AS OTHERWISE PROVIDED IN THE CORPORATION'S ARTICLES OF INCORPORATION, ELSEWHERE IN THE BYLAWS, OR IN THE LAWS OF THE STATE OF IOWA: ANY CHANGE IN THE MISSION OR PHILOSOPHY OF THE CORPORATION; ANY AMENDMENT TO THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION; THE REMOVAL, WITH OR WITHOUT CAUSE, OF ANY MEMBER OF THE BOARD OF DIRECTORS OF THE CORPORATION; THE INCURRENCE OF DEBT, INCLUDING WITHOUT LIMITATION, BORROWINGS, GUARANTEES, LOANS, ENCUMBRANCES, OPERATING LEASES, AND CAPITAL LEASES, IN EXCESS OF THRESHOLDS AND WITHIN THE LIMITS ESTABLISHED FROM TIME TO TIME BY THE CORPORATE MEMBER; ANY JOINT VENTURE TO WHICH THE CORPORATION IS A PARTY; THE CREATION OF A NEW CORPORATION, PARTNERSHIP, OR LIMITED LIABILITY COMPANY BY THE CORPORATION; ANY MERGER OR CONSOLIDATION TO WHICH THE CORPORATION IS A PARTY; THE SALE OR DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION; THE ADOPTION OF LONG RANGE AND STRATEGIC PLANS; THE ADOPTION OF OPERATING AND CAPITAL BUDGETS AND AMENDMENTS THERETO; AND ANY VARIATIONS FROM PREVIOUSLY APPROVED OPERATING AND/OR CAPITAL BUDGETS, IN EXCESS OF THRESHOLDS ESTABLISHED BY THE CORPORATE MEMBER. (CHCF RESERVED RIGHTS) EXCEPT AS OTHERWISE PROVIDED IN THE CORPORATION'S ARTICLES OF INCORPORATION OR THE LAWS OF THE STATE OF ORGANIZATION, CATHOLIC HEALTH CARE FEDERATION ("CHCF") SHALL HAVE SUCH RIGHTS AS ARE RESERVED TO THE CORPORATE MEMBER, ACTING IN ITS CAPACITY AS THE MEMBERSHIP BODY OF CHCF, UNDER THE GOVERNANCE MATRIX. |
| FORM 990, PART VI, SECTION B, LINE 11B | AFTER THE RETURN IS PREPARED, THE CFO REVIEWS THE RETURN, AND ANY NECESSARY REVISIONS ARE INCLUDED IN THE FINAL VERSION WHICH IS APPROVED FOR FILING WITH THE IRS. SUBSEQUENT TO REVIEW BY THE CHIEF FINANCIAL OFFICER, THE TAX DEPARTMENT FILES THE RETURN WITH THE APPROPRIATE FEDERAL AND STATE AGENCIES, MAKING ANY NON-SUBSTANTIVE CHANGES NECESSARY TO EFFECT EFILING. SUBSEQUENT TO E-FILING, THE FINAL E-FILED FORM 990 IS PRESENTED TO THE BOARD AT A REGULARLY SCHEDULED BOARD MEETING. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE ORGANIZATION HAS A CONFLICTS OF INTEREST ("COI") POLICY (THE "POLICY") IN PLACE TO PROTECT THE INTERESTS OF COMMONSPIRIT HEALTH ("COMMONSPIRIT") IN CIRCUMSTANCES THAT MAY RESULT IN A CONFLICT BETWEEN PERSONAL INTERESTS OF A PERSON AND THE INTERESTS OF THE ORGANIZATION AND THOSE IT SERVES. COMMONSPIRIT'S COI POLICY APPLIES TO COMMONSPIRIT, ITS DIRECT AFFILIATES AND SUBSIDIARIES AND ANY RELATED ENTITY THE GOVERNING DOCUMENTS OF WHICH REQUIRE THE ENTITY TO COMPLY WITH COMMONSPIRIT POLICY (COLLECTIVELY THE "SYSTEM ENTITIES"). THE FOLLOWING PERSONS ARE REQUIRED TO DISCLOSE ACTUAL OR POTENTIAL CONFLICTS OF INTEREST AT LEAST ANNUALLY (VIA A FORMAL SYSTEM-ADMINISTERED SURVEY) IF THE PERSON'S AFFILIATION WITH COMMONSPIRIT CONTINUES: - MEMBERS OF CORPORATE AND COMMUNITY BOARDS OF SYSTEM ENTITIES - MEMBERS OF COMMITTEES OF CORPORATE AND COMMUNITY BOARDS OF SYSTEM ENTITIES - MEMBERS OF THE EXECUTIVE LEADERSHIP TEAM ("ELT") OF COMMONSPIRIT - CORPORATE OFFICERS OF SYSTEM ENTITIES - KEY EMPLOYEES AND HIGHEST COMPENSATED EMPLOYEES AS SPECIFIED BY THE INTERNAL REVENUE SERVICE FOR FORM 990 PURPOSES WHO ARE NOT OTHERWISE INCLUDED IN THE CATEGORIES ABOVE - EMPLOYEES OF SYSTEM ENTITIES AT THE VICE PRESIDENT LEVEL AND ABOVE - ALL INDIVIDUALS ENGAGED IN RESEARCH AT INSTITUTIONS OWNED OR OPERATED BY A SYSTEM ENTITY - SELECT EMPLOYEES AS DETERMINED FROM TIME TO TIME BY LEADERSHIP DISCLOSURE, REVIEW, AND MANAGEMENT OF PERCEIVED, POTENTIAL, OR ACTUAL CONFLICTS OF INTEREST ARE ACCOMPLISHED THROUGH A DEFINED COI DISCLOSURE REVIEW PROCESS. EACH PERSON IS REQUIRED TO PROMPTLY AND FULLY DISCLOSE ANY SITUATION OR CIRCUMSTANCE THAT MAY CREATE A CONFLICT OF INTEREST AS SOON AS SHE/HE BECOMES AWARE OF IT. IN ADDITION, AT THE INCEPTION OF AN INDIVIDUAL'S RELATIONSHIP WITH COMMONSPIRIT (E.G. HIRING, BOARD APPOINTMENT), AND FOR CERTAIN POSITIONS, ANNUALLY THEREAFTER, WRITTEN CONFLICT OF INTEREST DISCLOSURE FORMS MUST BE COMPLETED. A FAILURE TO DISCLOSE MAY RESULT IN DISCIPLINARY OR CORRECTIVE ACTIONS. REPORTED POTENTIAL OR ACTUAL CONFLICTS OF INTEREST ARE INITIALLY REVIEWED BY LEGAL, CORPORATE RESPONSIBILITY OR RESEARCH INTEGRITY STAFF. IF NECESSARY, A CONFLICT OF INTEREST MANAGEMENT PLAN IS DEVELOPED, WHICH PLAN SHALL BE SUBJECT TO ACCEPTANCE BY THE APPROPRIATE DIRECT MANAGER, SUPERVISOR, MEDICAL STAFF OFFICE, BOARD OR BOARD COMMITTEE (FOR BOARD, BOARD COMMITTEE, ELT OR CORPORATE OFFICER CONFLICTS), OR OTHER APPROPRIATE INDIVIDUAL OR BODY. ONCE ACCEPTED, THE CONFLICT OF INTEREST MANAGEMENT PLAN IS COMMUNICATED TO THE PERSON WITH THE ACTUAL OR POTENTIAL CONFLICT AND THE INDIVIDUAL MUST CONDUCT THEMSELVES IN CONFORMITY WITH THE PLAN. IN THE EVENT THAT A TRANSACTIONAL CONFLICT INTEREST ARISES IN CONNECTION WITH A SYSTEM ENTITY BOARD MEETING, THE CONFLICTED INDIVIDUAL MUST DISCLOSE THAT CONFLICT PRIOR TO OR AT THE BEGINNING OF THE MEETING IN WHICH THE MATTER IS TO BE CONSIDERED. THE CONFLICTED INDIVIDUAL IS EXCLUDED FROM VOTING ON THE TRANSACTION AND IS PROHIBITED FROM USING PERSONAL INFLUENCE WITH RESPECT TO THE MATTER, BUT IS NOT PROHIBITED FROM PROVIDING INPUT IF REQUESTED TO DO SO. |
| FORM 990, PART VI, SECTION B, LINE 15 | LINE 15A: THE ORGANIZATION USES A THIRD-PARTY CONSULTANT TO SURVEY COMPENSATION TRENDS ANNUALLY AND TO RECOMMEND A COMPENSATION RANGE FOR THE CEO. THIS RECOMMENDATION IS PRESENTED TO THE BOARD FOR FINAL DETERMINATION AND APPROVAL. THE SALARIES ARE COMPARED TO INDUSTRY STANDARDS AND GUIDELINES FOR APPROPRIATENESS. THIS PROCESS WAS LAST UNDERTAKEN IN JUNE 2021 FOR CALENDAR YEAR 2022. LINE 15B: THE ORGANIZATION USES A THIRD-PARTY CONSULTANT TO SURVEY COMPENSATION TRENDS ANNUALLY AND RECOMMEND COMPENSATION RANGES FOR THE CEO AND OTHER TOP MANAGEMENT OFFICIALS, NOT INCLUDING PHYSICIAN EMPLOYEES. THESE RECOMMENDATIONS ARE PRESENTED TO THE BOARD FOR FINAL DETERMINATION AND APPROVAL. THE SALARIES ARE COMPARED TO INDUSTRY STANDARD AND GUIDELINES FOR APPROPRIATENESS. COMPENSATION FOR EMPLOYED PHYSICIANS OF MCI IS APPROVED BY THE PHYSICIAN TRANSACTION REVIEW COMMITTEE OF CHI IOWA, CORP. THAT COMMITTEE IS COMPOSED OF A GROUP OF INDEPENDENT CHI IOWA, CORP. BOARD MEMBERS. THE PTRC CONSIDERS AND DOCUMENTS THE USE OF APPROPRIATE COMPARABILITY DATA IN EVALUATING AND APPROVING REASONABLE PHYSICIAN COMPENSATION. THIS PROCESS WAS LAST UNDERTAKEN IN JUNE 2021 FOR CALENDAR YEAR 2022 COMPENSATION. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION'S FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY AND GOVERNING DOCUMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE ORGANIZATION'S FINANCIAL STATEMENTS ARE INCLUDED IN COMMONSPIRIT HEALTH'S CONSOLIDATED AUDITED FINANCIAL STATEMENTS THAT ARE AVAILABLE AT WWW.COMMONSPIRIT.ORG OR ARE AVAILABLE ON THE IOWA SECRETARY OF STATE'S WEBSITE. THE ORGANIZATION'S BYLAWS AND CONFLICT OF INTEREST POLICY ARE NOT PUBLICLY AVAILABLE. |
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