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.") .. | 13,406,740 | 20,866,628 | 16,827,601 | 14,308,435 | 16,495,356 | 81,904,760 |
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.... | 0 | 0 | 0 | 0 | 0 | 0 |
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | 0 | 0 | 0 | 0 | 0 | 0 |
| 4 | Total. Add lines 1 through 3 | 13,406,740 | 20,866,628 | 16,827,601 | 14,308,435 | 16,495,356 | 81,904,760 |
| 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) .. | 24,578,618 | |||||
| 6 | Public support. Subtract line 5 from line 4. | 57,326,142 | |||||
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.. | 13,406,740 | 20,866,628 | 16,827,601 | 14,308,435 | 16,495,356 | 81,904,760 |
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | 2,631,451 | 1,696,886 | 307,845 | 619,793 | 1,785,108 | 7,041,083 |
| 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.).. | 335,683 | 381,161 | 31,167 | 59,210 | 59,430 | 866,651 |
| 11 | Total support. Add lines 7 through 10 | 89,812,494 | |||||
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.") . | ||||||
| 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) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (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 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.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
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| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 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 II, Line 10 Other Income Description | Gross Income from Fundraising Events. |
| Schedule A, Part II, Line 10 Other Income | DESCRIPTION - , COLUMN A - 335683.0, COLUMN B - 381161.0, COLUMN C - 31167.0, COLUMN D - 59210.0, COLUMN E - 59430.0, COLUMN F - 866651.0; |
| Software ID: | 21014044 |
| Software Version: | 2021v4.2 |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| Form 990, Part IV, Line 24a Tax-Exempt Bonds | PURSUANT TO A MASTER LOAN AGREEMENT DATED DECEMBER 1, 2017 (THE "MASTER LOAN AGREEMENT"), AS AMENDED, UMMS AND SEVERAL OF ITS SUBSIDIARIES HAVE ISSUED DEBT THROUGH THE MARYLAND HEALTH AND HIGHER EDUCATIONAL FACILITIES AUTHORITY (THE "AUTHORITY"). AS SECURITY FOR THE PERFORMANCE OF THE BOND OBLIGATION UNDER THE MASTER LOAN AGREEMENT, THE AUTHORITY MAINTAINS A SECURITY INTEREST IN THE REVENUE OF THE OBLIGORS. THE MASTER LOAN AGREEMENT CONTAINS CERTAIN RESTRICTIVE COVENANTS. THESE COVENANTS REQUIRE THAT RATES AND CHARGES BE SET AT CERTAIN LEVELS, LIMIT INCURRENCE OF ADDITIONAL DEBT, REQUIRE COMPLIANCE WITH CERTAIN OPERATING RATIOS AND RESTRICT THE DISPOSITION OF ASSETS. THE OBLIGATED GROUP UNDER THE MASTER LOAN AGREEMENT INCLUDES THE CORPORATION, ROI, UM MIDTOWN, UM BALTIMORE WASHINGTON, SHORE HEALTH (UM MEMORIAL AND UM DORCHESTER), UM CHESTER RIVER, UM CHARLES REGIONAL, UM ST. JOSEPH, UM UPPER CHESAPEAKE, UM HARFORD MEMORIAL, UM LAUREL, UM PRINCE GEORGE'S, BOWIE HEALTH CENTER (BOWIE), AND UMMSF. EACH MEMBER OF THE OBLIGATED GROUP IS JOINTLY AND SEVERALLY LIABLE FOR THE REPAYMENT OF THE OBLIGATIONS UNDER THE MASTER LOAN AGREEMENT OF THE CORPORATION'S $1,909,376,000 OF OUTSTANDING AUTHORITY BONDS ON JUNE 30, 2022. ALL OF THE BONDS WERE ISSUED IN THE NAME OF UMMS AND ARE REPORTED ON SCHEDULE K OF ITS FORM 990. |
| Form 990, Part VI, Line 4 Significant changes to the organizing documents | Significant changes to the organization's articles: A. Article THIRD, which sets forth the purposes of the Corporation, is hereby amended with the following. THIRD: The Corporation is organized and shall be operated exclusively for charitable, scientific and educational purposes as defined under, and for any other purpose set forth in, Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any future federal tax code) (the "Internal Revenue Code"), for the benefit of, to perform the functions of and to carry out the purposes of (i) University of Maryland Medical Center, LLC, a Maryland limited liability company, (ii) Maryland General Hospital, Inc., a Maryland non-stock corporation doing business as University of Maryland Medical Center Midtown Campus, (iii) James Lawrence Kernan Hospital, Inc., a Maryland non-stock corporation doing business as University of Maryland Rehabilitation Orthopaedic Institute, and (iv) University of Maryland Medical System Corporation, a Maryland non-stock corporation (collectively, the "Supported Organizations"), by: (a) soliciting, receiving, maintaining, managing and investing contributions, grants and bequests, maintaining a fund or funds or property, both real and personal, and using and applying the income therefrom and the principal thereof to or for the benefit of the Supported Organizations, consistent with any legal restrictions imposed by the grantor or donor of any such assets; (b) investing, conveying, leasing, mortgaging, encumbering and otherwise dealing with the Corporation's assets, without limitation or regard to their source, at all times consistent with any applicable legal restrictions imposed by the donor or grantor of such assets; (c) providing services and/or other forms of support to, or for the benefit of, the Supported Organizations; (d) to the extent permitted if the Foundation is then dependent upon qualifying as a supporting organization under Section 509(a)(3) of the Internal Revenue Code in order to qualify as other than a private foundation under Section 509(a) of the Internal Revenue Code (i.e., as a "public charity"), (i) making grants to and providing other forms of support to or for the benefit of the constituents of the Supported Organizations including UMMSC, the healthcare system of which the Supported Organizations are a part, which is comprised of various hospitals, healthcare providers and other entities directly or indirectly controlled or owned by UMMSC (the "Health System"), (ii) otherwise improving and promoting access to high quality healthcare for, and the health and welfare of, the populations served by the Supported Organizations and the Health System (iii) supporting and promoting the advancement of medical and scientific knowledge, research, education and training for the benefit of the general public, and (iv) otherwise promoting the charitable healthcare purposes of the Health System or furthering charitable, educational and scientific purposes, relieving the poor and distressed and lessening the burdens of government within the meaning of Section 501(c)(3) of the Internal Revenue Code; (e) to the extent that they are not inconsistent with the foregoing purposes of the Corporation, to have and to exercise any and all powers conferred upon nonprofit corporations by the General Laws of the State of Maryland C. Article SIXTH, which sets forth the sole member of the Corporation, is hereby amended with the following: SIXTH: The sole member of the Corporation is the University of Maryland Medical Center, LLC, a Maryland limited liability company. D. Article SEVENTH, which sets forth the management of business of the affairs of the Corporation, is hereby amended in part with the following: (a) The sole member of the Corporation shall initially elect the Directors who do not serve ex officio for such terms as may be specified in the Bylaws of the Corporation. (b) The Board of Directors have not less than five (5) and not more than nineteen (19) Directors who do not serve ex officio. (c) The following shall serve as ex officio Board members: the Executive Director of the Corporation; the President/Chief Executive Officer of the University of Maryland Medical Center, LLC; the President of Maryland General Hospital, Inc., a Maryland non-stock corporation doing business as University of Maryland Medical Center Midtown Campus; and the President/Chief Executive Officer of James Lawrence Kernan Hospital, Inc., a Maryland non-stock corporation doing business as University of Maryland Rehabilitation Orthopaedic Institute. (d) The names of the Directors who shall act until their successors are duly chosen in accordance with the Corporation's Bylaws are: Barry P. Gossett William E. "Brit" Kirwan, PhD. Mary McLaughlin Rodney Oddoye Bryan Pugh Significant changes to the organization's bylaws: Section 2.2 Purposes. The purposes of the Corporation shall be as set forth in its Charter, as amended from time to time, and which currently provide as follows: The Corporation is organized and shall be operated exclusively for charitable, scientific and educational purposes as defined under, and for any other purpose set forth in, Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any future federal tax code) (the "Internal Revenue Code"), for the benefit of, to perform the functions of and to carry out the purposes of (i) University of Maryland Medical Center, LLC, a Maryland limited liability company ("UMMC or the "Corporate Member"), (ii) Maryland General Hospital, Inc., a Maryland non-stock corporation doing business as University of Maryland Medical Center Midtown Campus ("Midtown"), (iii) James Lawrence Kernan Hospital, Inc., a Maryland non-stock corporation doing business as University of Maryland Rehabilitation Orthopaedic Institute ("UMROI"), and (iv) University of Maryland Medical System Corporation, a Maryland non-stock corporation ("UMMSC or "Parent Corporation and, collectively, the "Supported Organizations"), by: (a) soliciting, receiving, maintaining, managing and investing contributions, grants and bequests, maintaining a fund or funds or property, both real and personal, and using and applying the income therefrom and the principal thereof to or for the benefit of the Supported Organizations, consistent with any legal restrictions imposed by the grantor or donor of any such assets; (b) investing, conveying, leasing, mortgaging, encumbering and otherwise dealing with the Corporation's assets, without limitation or regard to their source, at all times consistent with any applicable legal restrictions imposed by the donor or grantor of such assets; (c) providing services and/or other forms of support to, or for the benefit of, the Supported Organizations; (d) to the extent permitted if the Foundation is then dependent upon qualifying as a supporting organization under Section 509(a)(3) of the Internal Revenue Code in order to qualify as other than a private foundation under Section 509(a) of the Internal Revenue Code (i.e., as a "public charity"), (i) making grants to and providing other forms of support to or for the benefit of the constituents of the Supported Organizations including UMMSC, the healthcare system of which the Supported Organizations are a part, which is comprised of various hospitals, healthcare providers and other entities directly or indirectly controlled or owned by UMMSC (the "Health System"), (ii) otherwise improving and promoting access to high quality healthcare for, and the health and welfare of, the populations served by the Supported Organizations and the Health System (iii) supporting and promoting the advancement of medical and scientific knowledge, research, education and training for the benefit of the general public, and (iv) otherwise promoting the charitable healthcare purposes of the Health System or furthering charitable, educational and scientific purposes, relieving the poor and distressed and lessening the burdens of government within the meaning of Section 501(c)(3) of the Internal Revenue Code; (e) to the extent that they are not inconsistent with the foregoing purposes of the Corporation, to have and to exercise any and all powers conferred upon nonprofit corporations by the General Laws of the State of Maryland. Section 2.3 Distribution of Assets on Dissolution. The property and assets of the Corporation are irrevocably dedicated to charitable, educational, and scientific purposes, and/or other purposes set forth in Section 501(c)(3) of the Internal Revenue Code, as defined thereunder. Upon the dissolution or liquidation of the Corporation, its assets remaining, after payment or adequate provision for payment of all debts and obligations of the Corporation, shall be distributed in accordance with the dissolution provisions set forth in the Corporation's Articles of Incorporation. |
| Form 990, Part VI, Line 4 Significant changes to the organizing documents | Section 4.1 Reserved Powers. The management of the business and affairs of the Corporation is subject to the Reserved Powers set forth in Appendix A. To the extent any provisions of these Bylaws conflict with the provisions of Appendix A, Appendix A shall take precedence. Appendix A - Actions Requiring Approval of the Corporate Member. Each of the following actions taken by the Board of Directors of the Corporation (the "Board") requires the approval of the Corporate Member only: A. Any incurrence of debt or modification of debt by the Corporation, in an amount of Five Million Dollars ($5,000,000) or less in any fiscal year; or B. Any acquisition, purchase, sale, disposition or encumbrance of real property, in an amount of Two Million Five Hundred Dollars ($2,500,000) or less in any fiscal year. II. Actions Requiring Approval of the Corporate Member and Parent Corporation. Each of the following actions taken by the Board of Directors of the Corporation (the "Board") requires the approval of the Corporate Member and Parent Corporation: A. Any amendment to the Corporation's Articles of Incorporation or Bylaws, however, the Parent Corporation's approval of amendments to the Corporation's Bylaws is only triggered if such amendment restricts or eliminates any power or authority granted to the Parent Corporation pursuant to such Bylaws; B. Any merger or consolidation of the Corporation; C. Any sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the property or assets of the Corporation; D. The dissolution of the Corporation; E. Any incurrence of debt or modification of debt by the Corporation, in an amount greater than Five Million Dollars ($5,000,000) in any fiscal year; F. The creation of joint ventures or the creation of any new subsidiary; G. Any acquisition, purchase, sale, disposition or encumbrance of real property, in an amount greater than Two Million Five Hundred Dollars ($2,500,000) in any fiscal year; or H. Selection of outside legal counsel for the Corporation III. Reserved Powers of the Parent Corporation. The Parent Corporation shall have the affirmative right to cause the Corporation to take any of the following actions without the prior approval of the Board, provided that advanced written notice thereof is given to the Board and to the Corporate Member: A. Subject to Section 10.6 of the Bylaws, the selection of the independent auditor for the Corporation; B. The incurring of debt or modification of any existing debt; or C. The integration of support functions, including but not limited to legal, compliance, finance and information technology, in order to enhance efficiency throughout the University of Maryland Medical System. ARTICLE V MEMBERSHIP Section 5.1 Corporate Member. The sole member of the Corporation shall be University of Maryland Medical Center, LLC a Maryland limited liability company (the "Corporate Member"). ARTICLE VI BOARD OF DIRECTORS Section 6.1 General Powers. Subject to such rights as may be reserved to the Corporate Member or to the Parent Corporation in accordance with these Bylaws and the laws of the State of Maryland, the business, property, affairs, and funds of the Corporation shall be managed, supervised, and controlled by its Board of Directors, in conformity with applicable policies and procedures, the purposes and mission of the Corporation, and any corresponding priorities established by UMMC, Midtown, or UMROI. To facilitate the management and conduct of the Corporation's activities and affairs, the Board of Directors shall establish corporate policies for, and formulate the basic rules and regulations governing, the operation and management of the Corporation and shall generally oversee and be responsible for the activities, assets and affairs of the Corporation. The Board of Directors may, to the extent permitted by applicable law, delegate the management and conduct of the Corporation's activities and affairs to any person or persons, management company, or committee however composed; provided that no such delegation of authority by the Board of Directors precludes the Board from exercising the authority required to fulfill its responsibility to manage, supervise, and control the Corporation's activities and affairs. The Board of Directors shall retain the right to rescind any such delegation. Section 6.2 Grantmaking. The Corporation shall grant funds from its assets in furtherance of the Corporation's purposes, subject to compliance with any restrictions imposed by donors or grantors of donated or granted assets, the Corporation's Section 501(c)(3) tax-exempt status, the Charter and these Bylaws, applicable law, any grantmaking guidelines approved by the Board or any authorized committee thereof, and any written agreements to which the Corporation is a party. In addition, to the extent applicable to the Corporation at any given time, the Corporation shall make grants only in conformity with the restrictions of the Corporation's supporting organization status under Section 509(a)(3) of the Internal Revenue Code. Grants from the Corporation may be made only in accordance with the grantmaking authority matrix set forth in Appendix B hereto. Section 6.3 Number of Directors. The Corporation shall have not less than five (5) and not more than nineteen (19) appointed or elected Directors (the "Elected Directors"). The Corporation shall also have four (4) ex-officio voting Directors (the "Ex-Officio Directors") as described in Section 6.4. Section 6.4 Board Composition and Qualifications of Directors. The Board of Director's Elected Directors shall include at least three (3) members of the Board of Directors of the Corporate Member ("UMMC Director(s)") and at least one (1) member of the Board of Directors of UMROI ("UMROI Director(s)"). The Board of Directors Ex-Officio Directors shall include: (i) the Executive Director of the Corporation; (ii) the President/Chief Executive Officer of the Corporate Member or his/her designee; (iii) the President of Midtown or his/her designee; and (iv) the President/Chief Executive Officer of UMROI or his/her designee. Each Director of the Corporation shall satisfy any qualifications contained in the Charter of the Corporation. Section 6.5 Duties of Directors. Members of the Board shall actively participate in the deliberations and decisions of the Board, shall be reasonably informed as to the information relevant to such decisions, shall at all times act in good faith and with at least the care of an ordinarily prudent person in similar circumstances, and shall carry out their duties as a director in accordance with the best interests of the Corporation and such other fiduciary duties as may be imposed by law. Section 6.6 Appointment, Terms and Term Limits. The initial Elected Directors of the Corporation shall be appointed by the Corporate Member with the approval of the Parent Corporation no later than June 30 following the approval of these Bylaws. Thereafter, the Corporation shall elect or reelect the Elected Directors pursuant to the requirements of this ARTICLE VI. The Elected Directors shall be divided into three (3) classes, with the terms of the Elected Directors staggered so that, as near as possible, the terms of approximately one-third (1/3) of the Elected Directors shall expire at the annual meeting of the Corporation each year. Each Elected Director shall serve for a term of three (3) years, except as shorter terms are necessary to establish the staggered rotation. Each Elected Director shall continue to serve until his or her successor shall be appointed and qualified. An Elected Director elected to fill a vacancy on the Board will succeed to the unexpired term of the former Elected Director. Each Elected Director shall serve no more than three (3) consecutive terms on the Board, including any short term served by an Elected Director who was appointed to fill a vacancy on the Board or whose initial term was less than three (3) years due to establishing staggered terms of directors, as provided above. An Elected Director shall not be re-elected to the Board unless at least one (1) year has elapsed since the end of the third (3rd) of such Director's three (3) consecutive three (3)-year terms; provided, however, that an Elected Director who has served three (3) consecutive terms may be re-elected to the Board if, after a good faith effort to find a replacement, the Nomination/Governance Committee has approved. Section 6.7 Removal. Any Elected Director of the Corporation may be removed at any time, with or without cause: (i) upon the affirmative vote of two-thirds of the Directors present at any meeting of the Corporation's Board of Directors; or (ii) upon the affirmative vote of two-thirds of the directors present at any meeting of the Corporate Member's Board of Directors. |
| Form 990, Part VI, Line 15 Process for determining compensation | THE ORGANIZATION DID NOT COMPENSATE ITS EXECUTIVES; BUT, RATHER, THE EXECUTIVES RECEIVED COMPENSATION FROM A RELATED ORGANIZATION. ACCORDINGLY, THE ORGANIZATION'S PARENT COMPANY DETERMINES THE EXECUTIVE COMPENSATION PAID TO ITS EXECUTIVES IN THE FOLLOWING MANNER PRESCRIBED IN THE IRS REGULATIONS: EXECUTIVE COMPENSATION PACKAGES ARE DETERMINED BY A COMMITTEE OF THE BOARD THAT IS COMPOSED ENTIRELY OF BOARD MEMBERS WHO HAVE NO CONFLICT OF INTEREST. THE COMMITTEE ACQUIRES CREDIBLE COMPARABILITY MARKET DATA CONCERNING THE COMPENSATION PACKAGES OF SIMILARLY SITUATED EXECUTIVES. THE COMMITTEE CAREFULLY REVIEWS THAT DATA, THE EXECUTIVE'S PERFORMANCE AND THE PROPOSED COMPENSATION PACKAGES DURING THE DECISION MAKING PROCESS. THE COMMITTEE MEMORIALIZES ITS DELIBERATIONS IN DETAILED MINUTES REVIEWED AND ADOPTED AT THE NEXT-FOLLOWING MEETING. THE COMMITTEE SEEKS AN OPINION OF COUNSEL THAT IT HAS MET THE REQUIREMENTS OF THE IRS INTERMEDIATE SANCTIONS REGULATIONS. THIS PROCESS IS USED TO DETERMINE THE COMPENSATION PACKAGES FOR ALL MANAGEMENT EMPLOYEES FROM THE VICE PRESIDENT LEVEL AND UP. |
| Form 990, Part VI, Line 4 Significant changes to the organizing documents | Section 6.8 Resignation. Any Director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Chair of the Board or the Secretary. The acceptance of a resignation shall not be necessary to make it effective. The pending vacancy shall be immediately filled in accordance with these Bylaws, and if before the effective date of the resignation, the successor shall not take office until the effective date of the resignation. Section 6.9 Vacancies. Any vacancy of a Directorship occurring on the Board by reason of death, resignation or removal shall be filled as promptly as reasonably practicable and in the same manner in which the predecessor director was appointed or elected. Each Director elected to fill a vacancy shall serve the unexpired term of the former Director whose vacancy he or she filled. Section 6.14 Quorum. The presence of a majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Directors who are present at a meeting at which a quorum is initially present may continue to transact business notwithstanding the subsequent departure of directors from the meeting, so long as a quorum continues to be present at the meeting. A majority of the Directors present at a meeting of the Board, whether or not a quorum is present, may adjourn any meeting without notice to any Director. A designee of a Director may not attend a Board meeting on behalf of the Director. Section 6.15 Manner of Acting. Each Director shall have one (1) vote. Directors may not vote by proxy. Any matter approved by the affirmative vote of at least a majority of the Directors present at a meeting at which a quorum is present shall constitute the action of the Board, unless a higher voting threshold is required for any particular type of transaction or matter by these Bylaws, the Charter or applicable law. Section 6.17 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, if a unanimous written consent which sets forth the action is signed, collectively and/or in counterparts, by each Director of the Board. Such unanimous written consents shall have the same force and effect as a unanimous vote at a duly convened Board meeting, and shall be filed with the minutes of proceedings of the Board. Such unanimous written consents shall be effective when the last director signs the consent, unless the consent expressly provides otherwise. Section 6.18 Compensation. Each member of the Board of Directors shall serve without compensation. By resolution of the Board of Directors, reimbursement for expenses, if any, for attendance at each annual, regular or special meeting of the Board of Directors or of committees thereof, may be paid to directors, in accordance with the policies and procedures of the Corporation. A Director who serves the Corporation in any other capacity may receive reasonable compensation for such other services, pursuant to approval by the Board of Directors, consistent with the Corporation's Conflict of Interest Policy. Section 7.1 Executive Officers. The executive officers of the Corporation shall initially consist of the following: a Chair of the Board and a Vice Chair of the Board, both of whom shall be Directors of the Corporation; an Executive Director, who shall also serve Ex-Officio Director of the Corporation; a Secretary, and a Treasurer. The Board of Directors of the Corporation shall elect the Chair, Vice Chair, Secretary, and Treasurer. The Executive Director shall be appointed by the Corporate Member's President/Chief Executive Officer in consultation with the Corporate Member's Board of Directors and the UMROI President/Chief Executive Officer. The executive officers of the Corporation shall also include such other officers as the Board of Directors of the Corporation may from time to time determine, including but not limited to one or more Assistant Secretaries and one or more Assistant Treasurers. The officers of the Corporation shall have the authority and shall perform, in good faith, the duties set forth in these Bylaws and as prescribed from time to time by the Board of Directors. A person may simultaneously hold more than one (1) office in the Corporation, but may not serve concurrently as Chair of the Board and Vice Chair of the Board; and provided further, however, that any person who holds more than one (1) office in the Corporation simultaneously shall be subject to the restrictions set forth in Section 11.6. Section 7.2 Chair of the Board. The Chair of the Board shall preside at all meetings of the Board of Directors at which he or she shall be present. He or she shall have and may exercise such powers as are from time to time assigned by the Board of Directors. Section 7.3 Vice Chair of the Board. In the absence of the Chair of the Board, the Vice Chair of the Board shall preside at all meetings of the Board of Directors at which he or she shall be present. He or she shall have and exercise such powers as are from time to time assigned by the Board of Directors. Section 7.4 Executive Director. The Executive Director of the Corporation shall have general charge and supervision of the assets and affairs of the Corporation; he or she may sign and execute, in the name of the Corporation, all authorized deeds, mortgages, bonds, contracts or other instruments, except in cases in which the signing and execution thereof shall have been expressly delegated solely to some other officer or agent of the Corporation; and, in general, he or she shall perform all duties incident to the office of chief executive officer and president of a corporation, and such other duties as are from time to time assigned to him or her by the Board of Directors. The Executive Director shall be a senior vice president or higher executive position at the Corporate Member and an Ex-Officio Director of the Corporation. The Executive Director shall directly report to the Corporation's Chair and the Corporate Member's President/Chief Executive Officer. The Executive Director shall also be responsible for collaborating and communicating with the President and/or Chief Executive Officers of the Corporate Member, the Parent Corporation, Midtown and UMROI, in support of the Corporation's charitable purposes and mission, and shall provide such information and reports as they may reasonably request from time to time. In the absence of the Chair of the Board and the Vice Chair of the Board, the Executive Director of the Corporation shall also preside at all meetings of the Board of Directors at which he or she shall be present. Section 7.5 Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and of any committees in books provided for that purpose; he or she shall see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; he or she shall be custodian of the records of the Corporation; he or she shall witness all documents on behalf of the Corporation, the execution of which is duly authorized, see that the corporate seal is affixed where such document is required or desired to be under its seal, and, when so affixed, may attest the same; and, in general, he or she shall perform all duties incident to the office of a secretary of a corporation, and such other duties as are from time to time assigned to him or her by the Board of Directors or the Executive Director of the Corporation. Section 7.6 Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors; he or she shall render to the Executive Director of the Corporation, to the Board of Directors, and the Corporate Member, whenever requested, an account of the financial condition of the Corporation; and, in general, he or she shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as are from time to time assigned to him or her by the Board of Directors or the Executive Director of the Corporation. |
| Form 990, Part VI, Line 4 Significant changes to the organizing documents | Section 8.1 Board Committees Generally. 8.1.1 The Board of Directors may establish one or more committees, as necessary or desirable to conduct and transact the business of the Corporation. Except as otherwise provided in these Bylaws, the Board of Directors may set the qualifications for membership on any committee it may establish. There shall be an Executive Committee, a Nomination/Governance Committee, and such other Board committees as the Board of Directors may appoint from time to time. The Board shall ensure that each committee delegated the authority of the Board shall include Directors who have the skills, experience and expertise necessary or desirable to effectively carry out the duties of the committee. 8.1.2 Committees may be standing or special or ad hoc. An ad hoc or special committee shall limit its activities to the accomplishment of the tasks for which it was appointed and shall have no power to act except as specifically conferred by action of the Board of Directors. Upon completion of the task(s) for which it was formed, and after making a final report to the Board of Directors (if any), special and ad hoc committees shall stand discharged. 8.1.3 All Board committees shall be composed of one (1) or more Directors. The Executive Director of the Corporation shall serve ex-officio on all Board committees and shall be nonvoting in that capacity. 8.1.4 The Chair of the Board shall appoint a Chair of each Committee, subject to the approval of the Board. 8.1.5 Minutes of all committee meetings shall be recorded and copies of such minutes and all unanimous written consents of committees shall be made available to the Board of Directors. Actions of committees shall be reported to the full Board of Directors. 8.1.6 Committees shall report on their proceedings at any time at the request of the Chair of the Board or the Board of Directors. 8.1.7 Committees may have members other than directors (i.e., advisory committees, which may not be delegated authority to act on behalf of or bind the Board) provided such non-director members do not constitute the majority of the membership. 8.1.8 The provisions of Section 6.13 up to and including Section 6.18 of ARTICLE VI of these Bylaws shall also apply to all committees established by the Board of Directors; provided, however, that for purposes of this ARTICLE VIII, the terms "director," "directors and "Board of Directors" in the above referenced sections shall be deemed to mean "committee member," "committee members and "committee," respectively. Section 8.2 Limitations. No committee appointed by the Board of Directors shall be granted the authority of the Board of Directors to: 8.2.1 Submit to the Corporate Member any action requiring approval of the Corporate Member under the Maryland Nonprofit Corporation Law of 1988, as amended; 8.2.2 Fill vacancies on the Board of Directors; 8.2.3 Adopt, amend, or repeal these Bylaws or the Corporation's Charter; 8.2.4 Amend or repeal any resolution or action of the Board; or 8.2.5 Act on matters committed by these Bylaws or resolution of the Board of Directors to another committee of the Board. Section 8.3 Appointment and Term. Unless otherwise provided by these Bylaws, members of all committees having any authority of the Board shall be appointed by the Chair, shall serve at the pleasure of the Chair and the Board, and may be removed, with or without cause, by the Chair or the Board at any time. Each member of such a committee shall serve until his or her successor is duly appointed, his or her termination of service on the Board, or his or her earlier resignation, removal or death. The termination of any Director's service on the Board, whether through resignation, removal or otherwise, shall automatically result in removal from any committees of the Board on which that Director served, without the need for further action by the Board. Section 8.4 Executive Committee. (a) Membership. The Executive Committee shall consist of the Chair of the Board, the Vice-Chair of the Board, the chair of the Nomination/Governance Committee, and at least one Director selected annually by the Chair of the Board. (b) Duties. The Executive Committee is empowered, between the meetings of the Board of Directors, to perform any of the powers of the Board of Directors, except those powers reserved to the full Board of Directors by law or by resolution of the Board. In addition, the Executive Committee may review the committees of the Corporation. The Executive Director of the Corporation and/or any other officer serving on the Executive Committee shall excuse himself or herself from any deliberations of the Executive Committee relating to an evaluation or compensation of the Executive Director of the Corporation or such other officer. The Chair of the Board shall report at the next regular meeting of the Board all actions taken by the Executive Committee since the last regular Board meeting. Section 8.5 Nomination/Governance Committee. (a) Membership. The Nomination/Governance Committee shall consist of members selected by the Chair of the Board, to include at least one(1) UMMC Director and (1) UMROI Director. (b) Duties. The Nomination/Governance Committee shall be responsible, in addition to any responsibilities assigned to it by the Board of Directors, for ensuring that the governance of the Corporation is effective, efficient, and consistent with legal and regulatory guidelines. The committee shall also be responsible for the nomination of persons to fill vacancies created by the resignation, removal, incapacitation, or death of a Director of the Board of Directors. Section 8.6 Advisory Committees. The Board of Directors, the Chair or the Executive Director may from time to time establish one or more advisory committees, as necessary or desirable to support the charitable mission and business of the Corporation. Advisory committees shall not have any authority of the Board or the Corporation, and shall serve in a voluntary and advisory capacity only. Advisory committees may include directors and non-directors, and be standing or ad hoc. The membership, duties and procedures of advisory committees may be determined by the Board of Directors, the Chair of the Board or the Executive Director of the Corporation from time to time. Advisory committee members may resign or be removed, with or without cause, at any time by the Board of Directors, the Chair or the Executive Director. Section 10.4 Audits. The Corporation's financial statements shall undergo an audit at least annually by an independent certified public accounting firm, consistent with Appendix A, Section II(A), and the Corporation shall cooperate in full with the requirements of such audits. Notwithstanding this, the Board of Directors of the Corporation or the Corporate Member may conduct an additional financial audit(s) of the Corporation, inclusive of "special purpose" audit(s). Under these circumstances, the Board of the Directors of the Corporation or the Corporate Member, as applicable, may choose an auditor other than the auditor required by the Parent Corporation, subject to the Parent Corporation's approval. A copy of any audit(s) under this Section shall be provided to the Corporate Member, UMROI's President/Chief Executive Officer and the Parent Corporation. |
| Form 990, Part VI, Line 6 Classes of members or stockholders | UNIVERSITY OF MARYLAND MEDICAL CENTER, LLC (UMMC) IS THE SOLE MEMBER OF UMMSF. |
| Form 990, Part VI, Line 7a Members or stockholders electing members of governing body | The Board of Director's Elected Directors shall include at least three (3) members of the Board of Directors of the Corporate Member ("UMMC Director(s)") and at least one (1) member of the Board of Directors of UMROI ("UMROI Director(s)"). The Board of Directors Ex-Officio Directors shall include: (i) the Executive Director of the Corporation; (ii) the President/Chief Executive Officer of the Corporate Member or his/her designee; (iii) the President of Midtown or his/her designee; and (iv) the President/Chief Executive Officer of UMROI or his/her designee. Each Director of the Corporation shall satisfy any qualifications contained in the Charter of the Corporation. |
| Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders | Actions Requiring Approval of the Corporate Member. Each of the following actions taken by the Board of Directors of the Corporation (the "Board") requires the approval of the Corporate Member only: A. Any incurrence of debt or modification of debt by the Corporation, in an amount of Five Million Dollars ($5,000,000) or less in any fiscal year; or B. Any acquisition, purchase, sale, disposition or encumbrance of real property, in an amount of Two Million Five Hundred Dollars ($2,500,000) or less in any fiscal year. II. Actions Requiring Approval of the Corporate Member and Parent Corporation. Each of the following actions taken by the Board of Directors of the Corporation (the "Board") requires the approval of the Corporate Member and Parent Corporation: A. Any amendment to the Corporation's Articles of Incorporation or Bylaws, however, the Parent Corporation's approval of amendments to the Corporation's Bylaws is only triggered if such amendment restricts or eliminates any power or authority granted to the Parent Corporation pursuant to such Bylaws; B. Any merger or consolidation of the Corporation; C. Any sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the property or assets of the Corporation; D. The dissolution of the Corporation; E. Any incurrence of debt or modification of debt by the Corporation, in an amount greater than Five Million Dollars ($5,000,000) in any fiscal year; F. The creation of joint ventures or the creation of any new subsidiary; G. Any acquisition, purchase, sale, disposition or encumbrance of real property, in an amount greater than Two Million Five Hundred Dollars ($2,500,000) in any fiscal year; or H. Selection of outside legal counsel for the Corporation III. Reserved Powers of the Parent Corporation. The Parent Corporation shall have the affirmative right to cause the Corporation to take any of the following actions without the prior approval of the Board, provided that advanced written notice thereof is given to the Board and to the Corporate Member: A. Subject to Section 10.6 of the Bylaws, the selection of the independent auditor for the Corporation; B. The incurring of debt or modification of any existing debt; or C. The integration of support functions, including but not limited to legal, compliance, finance and information technology, in order to enhance efficiency throughout the University of Maryland Medical System. |
| Form 990, Part VI, Line 11b Review of form 990 by governing body | The University of Maryland Medical System ("UMMS") prepares the IRS Form 990 for UMMS and its affiliates. Information needed to complete the return is gathered by accounting personnel in the Finance Shared Services department under the supervision of the UMMS Tax Director. Draft returns are prepared using IRS-approved tax software. Once a draft return is prepared, it undergoes multiple levels of review both internally by UMMS tax finance personnel, and externally by Ernst Young LLP. Following any necessary changes to the return, a final draft is reviewed by each affiliate's vice president of finance and/or CFO. Prior to filing the IRS Form 990, the organization's board chairman, treasurer, governance committee, finance committee or other member(s) of the board with similar authority will review the IRS Form 990. All board members are provided with a copy of the final IRS Form 990 before filing. |
| Form 990, Part VI, Line 12c Conflict of interest policy | The filing organization follows the University of Maryland Medical System (UMMS) Conflicts of Interest Policy, which requires that all Covered Persons disclose conflicts of interest or potential conflicts of interest between their personal interests and the interests of the organization, or any entity controlled by or owned in substantial part by the organization. Covered Persons means any member of the organization's Board of Directors, a member of a committee of the Board, an officer, or an employee of organization (including subsidiaries) at the VP level or above. The organization (or its sole member) is responsible for administering and enforcing the Conflicts of Interest Policy (Policy). The Governance Committee (or other Board committee having similar authority) reviews any and all conflicts, shall report annually to the full Board on the administration, infractions, and enforcement of the Policy and shall report at the earliest opportunity all matters of concern to the full Board in executive session while interested parties are recused. The organization or its sole member's Compliance Officer is the responsible administrative authority to assist the Board in administering and enforcing the Conflicts of Interest Policy and bringing concerns to the oversight committee. A questionnaire which discloses potential conflicts of interest is distributed annually to Covered Persons. The Chief Compliance Officer of the University of Maryland Medical System Corporation (UMMS) distributes and collects the responses for UMMS and other affiliates, and may be called for consult when potential conflicts are disclosed. If the oversight Committee determines that a Conflict of Interest exists, the Committee shall notify the Covered Person and the organization's Board Chair, and further will notify the full Board at its next meeting. Furthermore, in the event the Committee determines that an actual or perceived Conflict of Interest exists, the Committee shall decide how to address the Conflict of Interest. If the Committee determines that a Conflict of Interest exists but that the organization may enter into the subject transaction or arrangement, the interested Covered Person shall be recused from all deliberations and decisions concerning said transaction or arrangement, any arrangements with that entity, and compensation or benefits for officers, directors, and trustees. Furthermore, the Chair of the Board and the Chairs of the oversight Committee and the Audit and Compliance Committee shall not have any Business Transactions with UMMS, nor shall their Family Members. If the oversight Committee determines that a Covered Person has used their position to accrue Excess Benefits or to knowingly assist others in accruing Excess Benefits in any way at the expense of the organization, the Committee shall recommend to the Executive Committee appropriate corrective action to be taken. |
| Form 990, Part VI, Line 19 Required documents available to the public | THE ORGANIZATION'S GOVERNING DOCUMENTS ARE MADE PUBLICLY AVAILABLE THROUGH THE STATE OF MARYLAND VIA THE SECRETARY OF STATE'S OFFICE. THE CONFLICT OF INTEREST POLICY IS GENERALLY AVAILABLE ON THE ORGANIZATION'S OR AFFILIATE'S WEBSITE. FINANCIAL STATEMENTS ARE MADE PUBLICLY AVAILABLE ON A QUARTERLY BASIS THROUGH FILINGS ON THE ELECTRONIC MUNICIPAL MARKET ACCESS ("EMMA") SYSTEM. |
| Form 990, Part VII, Section A HOURS ON RELATED ENTITIES | UMMS IS A MULTI-ENTITY HEALTH CARE SYSTEM THAT INCLUDES 12 ACUTE CARE HOSPITALS, 1 ACUTE CARE HOSPITAL OWNED IN A JOINT VENTURE ARRANGEMENT AND VARIOUS SUPPORTING ENTITIES. A NUMBER OF INDIVIDUALS PROVIDE SERVICES TO VARIOUS ENTITIES WITHIN THE SYSTEM. IN GENERAL, THE OFFICERS AND KEY EMPLOYEES OF UMMS AVERAGE IN EXCESS OF 40 HOURS PER WEEK SERVING THE DIFFERENT ENTITIES THAT COMPRISE UMMS. |
| Form 990, Part IX, Line 11g Other Fees | Contract Services - Total Expense: 5058925, Program Service Expense: 2665480, Management and General Expenses: 2393445, Fundraising Expenses: 0; |
| Form 990, Part XI, Line 9 Other changes in net assets or fund balances | Other change in net assets - -99877; Audit adjustments - 1310667; |
| Form 990, Part XII, Line 2b Audited Financial Statements | The organization is in the process of obtaining a separate financial statement audit for the fiscal year ending 6/30/2022. The audit was not completed at the time of filing this return. |
| Software ID: | 21014044 |
| Software Version: | 2021v4.2 |