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) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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 2022 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-2022 |
(iii) Distributable Amount for 2022 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2022 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2022 (reasonable cause required-- explain in Part VI).
See instructions. |
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| 3 Excess distributions carryover, if any, to 2022: | ||||
| a From 2017....... | ||||
| b From 2018....... | ||||
| c From 2019....... | ||||
| d From 2020....... | ||||
| e From 2021....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2022 distributable amount | ||||
|
i
Carryover from 2017 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2022 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2022 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2022, 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 2022. 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 2023. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2018..... | ||||
| b Excess from 2019..... | ||||
| c Excess from 2020..... | ||||
| d Excess from 2021..... | ||||
| e Excess from 2022..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|
| Software ID: | 22016089 |
| Software Version: | 2022v5.0 |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| Form 990, Part VI, Line 6 Classes of members or stockholders | PRISMA HEALTH-MIDLANDS HAS FOUR MEMBERS: RICHLAND MEMORIAL HOSPITAL (CLASS R MEMBER), BAPTIST HEALTHCARE SYSTEM OF SC, INC. (CLASS B MEMBER), TUOMEY (CLASS T MEMBER), AND PRISMA HEALTH (CLASS HC MEMBER). |
| Form 990, Part VI, Line 7a Members or stockholders electing members of governing body | SIX (6) DIRECTORS SHALL BE NOMINATED AND ELECTED BY RICHLAND (THE "RICHLAND DIRECTORS"), SIX (6) DIRECTORS SHALL BE NOMINATED AND ELECTED BY BAPTIST (THE "BAPTIST DIRECTORS"), AND THREE (3) DIRECTORS SHALL BE NOMINATED AND ELECTED BY THE CLASS T MEMBER (THE "TUOMEY DIRECTORS"), THE RICHLAND DIRECTORS, THE BAPTIST DIRECTORS, AND THE TUOMEY DIRECTORS ARE REFERRED TO COLLECTIVELY AS THE "ELECTED DIRECTORS". THE CHAIR OF THE BOARD OF TRUSTEES OF THE CLASS R MEMBER WILL BE ONE OF THE RICHLAND DIRECTORS, THE CHAIR OF THE BOARD OF TRUSTEES OF THE CLASS B MEMBER WILL BE ONE OF THE BAPTIST DIRECTORS, AND THE CHAIR OF THE BOARD OF DIRECTORS OF THE CLASS T MEMBER SHALL BE ONE OF THE TUOMEY DIRECTORS, WITH ALL THREE (COLLECTIVELY, THE "3 CHAIRS") SERVING FOR A TERM EQUAL TO HIS OR HER TERM AS CHAIR OF A BOARD AND OTHERWISE WITHOUT TERM LIMITS. NOTWITHSTANDING THE FOREGOING, (I) AT LEAST ONE (1) RICHLAND DIRECTOR AND ONE (1) BAPTIST DIRECTOR SHALL BE A LICENSED PHYSICIAN OR DENTIST; (II) AT LEAST ONE (1) TUOMEY DIRECTOR SHALL BE A LICENSED PHYSICIAN AND AN ACTIVE MEMBER OF THE MEDICAL STAFF OF PRISMA HEALTH TUOMEY; (III) THE TUOMEY DIRECTOR WHO IS NOT A LICENSED PHYSICIAN OR CHAIR SHALL BE A MEMBER OF THE BOARD OF DIRECTORS OF THE CLASS T MEMBER; AND (IV) APPOINTMENT AND REAPPOINTMENT OF THE TWO (2) TUOMEY DIRECTORS WHO ARE NOT THE CHAIR OF THE BOARD OF DIRECTORS OF THE CLASS T MEMBER ARE SUBJECT TO THE CONSENT OF THE BOARD, WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, AND FOR WHICH PURPOSE ALL TUOMEY DIRECTORS ARE DEEMED TO HAVE A CONFLICT OF INTEREST AND THEREFORE ARE INELIGIBLE TO VOTE. ADDITIONALLY, THREE (3) DIRECTORS SHALL BE APPOINTED BY THE BOARD FOLLOWING NOMINATIONS. THE ELECTED DIRECTORS AND THE APPOINTED DIRECTORS WILL BE REFERRED TO COLLECTIVELY AS THE "DIRECTORS." THE CLASS HC MEMBER SHALL HAVE NO AUTHORITY TO ELECT, APPOINT, OR REMOVE ANY DIRECTORS. |
| Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders | THE MEMBERS' AUTHORITY AND PRIVILEGES SHALL BE LIMITED TO THOSE SET FORTH BELOW. THE RIGHT TO ELECT, SOLELY BY CLASS, THE NUMBER OF DIRECTORS SPECIFIED IN, AND IN ACCORDANCE WITH THE RIGHT TO REMOVE, SOLELY BY CLASS, DIRECTORS. THE APPROVAL OF THE CLASS R MEMBER AND THE CLASS B MEMBER SHALL BE REQUIRED IN ORDER FOR ANY OF THE FOLLOWING ACTIONS TO BE EFFECTIVE; PROVIDED, HOWEVER, THAT THE MEMBERS MAY NOT INITIATE, OR WITHOUT ACTION BY THE BOARD CAUSE, THE APPROVAL OF ANY SUCH ACTIONS: (I) ANY CHANGE IN THE BOARD THAT WOULD RESULT IN THOSE DIRECTORS SELECTED BY THE CLASS R AND CLASS B MEMBERS COMPRISING, ON A COMBINED BASIS, LESS THAN A MAJORITY OF THE TOTAL NUMBER OF DIRECTORS; (II) ANY CHANGE THAT WOULD RESULT IN THE CLASS R MEMBER HAVING THE RIGHT TO ELECT A DIFFERENT NUMBER OF DIRECTORS THAN THE CLASS B MEMBER; (III) ANY CHANGE IN A CLASS R OR CLASS B MEMBER'S RIGHTS REGARDING THE ELECTION OR REMOVAL OF DIRECTORS; AND (IV) ANY AMENDMENT OR REPEAL OF THESE BYLAWS THAT WOULD AFFECT ANY AUTHORITY OR PRIVILEGE OF A CLASS R MEMBER OR A CLASS B MEMBER. THE APPROVAL OF THE CLASS B MEMBER, THE CLASS R MEMBER, AND THE CLASS HC MEMBER SHALL BE REQUIRED FOR ANY OF THE FOLLOWING ACTIONS TO BE EFFECTIVE: (I) APPROVAL OF ANY AMENDMENT TO, OR REPEAL OF, THE ARTICLES OF INCORPORATION OF THE CORPORATION (THE "ARTICLES") WHICH AFFECTS ANY AUTHORITY OR PRIVILEGE OF ANY MEMBER STATED IN THESE BYLAWS; (II) APPROVAL OF THE DISSOLUTION, CONVERSION, OR LIQUIDATION (INCLUDING ANY BANKRUPTCY OR INSOLVENCY FILING WITH RESPECT TO THE CORPORATION AS DEBTOR) OF THE CORPORATION THAT AFFECTS ANY DISTRIBUTION UPON OR IN CONNECTION WITH A DISSOLUTION; AND (III) APPROVAL OF ANY MATERIAL AMENDMENT TO OR TERMINATION OF THE CERTIFICATE OF PUBLIC ADVANTAGE DATED MAY 8, 1997, AND ISSUED BY THE SOUTH CAROLINA DEPARTMENT OF HEALTH AND ENVIRONMENTAL CONTROL, AS AMENDED FROM TIME TO TIME. ONLY THE APPROVAL OF THE CLASS HC MEMBER, IN CONSULTATION WITH THE BOARD, SHALL BE REQUIRED IN ORDER FOR ANY OF THE FOLLOWING ACTIONS TO BE EFFECTIVE: (I) ANY CHANGE IN THE MISSION STATEMENT, PURPOSE STATEMENT, VISION STATEMENT OR SIMILAR STATEMENT(S) OF THE CORPORATION; (II) SUBJECT TO ALL EXISTING ENCUMBRANCES AND OTHER COMMITMENTS AND TO FUTURE ENCUMBRANCES AND COMMITMENTS APPROVED BY HC, APPROVAL OF ANY MERGER, CONSOLIDATION, SALE OR LEASE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION; (III) APPROVAL OF THE ADDITION OF A MEMBER; (IV) THE CORPORATION'S ENTRY, DIRECTLY OR INDIRECTLY, INTO ANY JOINT VENTURE OR JOINT ENTERPRISE WITH ONE OR MORE THIRD PARTIES; (V) SUBJECT TO ALL EXISTING REAL PROPERTY LEASES, APPROVAL OF A MERGER, CONSOLIDATION, SALE, OR LEASE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF BAPTIST EASLEY JOINT VENTURE F/K/A PALMETTO HEALTH BAPTIST EASLEY ("PHBE"), APPROVAL OF THE CONVERSION OF PHBE TO PRIMARILY AN OUTPATIENT FACILITY, OR APPROVAL OF THE DISCONTINUATION OF OPERATION OF PHBE; (VI) APPROVAL OF THE DISSOLUTION, CONVERSION, OR LIQUIDATION (INCLUDING ANY BANKRUPTCY OR INSOLVENCY FILING WITH RESPECT TO THE CORPORATION AS DEBTOR) OF THE CORPORATION THAT DOES NOT AFFECT ANY DISTRIBUTION UPON OR IN CONNECTION WITH A DISSOLUTION; AND (VII) ANY AMENDMENT OR REPEAL OF THESE BYLAWS THAT WOULD AFFECT ANY RIGHT, POWER, AND/OR DUTY OF THE CLASS HC MEMBER UNDER THESE BYLAWS, PROVIDED, THAT, THE CLASS HC MEMBER MAY NOT EXERCISE ANY POWER STATED OR CONTEMPLATED IN ANY MANNER THAT WOULD CAUSE THE CORPORATION OR ANY AFFILIATE OF THE CORPORATION TO BE IN BREACH OF ANY MATERIAL CONTRACTUAL COMMITMENT OR OBLIGATION OR LICENSURE REQUIREMENT TO WHICH IT IS A PARTY OR BY WHICH IT IS BOUND, OR WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE TAX-EXEMPT STATUS OF THE CORPORATION OR ANY OF ITS AFFILIATES, OR WOULD REASONABLY BE EXPECTED TO GIVE RISE TO A DEFAULT UNDER OR A RIGHT TO ACCELERATE ANY INDEBTEDNESS OF THE CORPORATION OR ANY AFFILIATE OF THE CORPORATION. THE APPROVAL OF THE CORPORATION'S BOARD SHALL NOT BE REQUIRED FOR ANY OF SUCH ACTIONS, UNLESS OTHERWISE REQUIRED BY THESE BYLAWS OR BY APPLICABLE LAW. UPON APPROVAL BY THE BOARD OF ANY OF THE FOLLOWING ACTIONS, THE APPROVAL OF ALL MEMBERS SHALL BE REQUIRED IN ORDER FOR THE FOLLOWING ACTIONS TO BE EFFECTIVE; PROVIDED, HOWEVER, THAT THE MEMBERS MAY NOT INITIATE, OR WITHOUT ACTION BY THE BOARD, CAUSE THE APPROVAL OF SUCH ACTIONS: (I) ANY CHANGE IN THE BYLAWS REGARDING THE CLASS T MEMBER'S RIGHTS REGARDING THE NUMBER, ELECTION OR REMOVAL OF TUOMEY DIRECTORS; (II) ANY AMENDMENT TO, OR REPEAL OF, THE ARTICLES AS IT RELATES TO THE CLASS T MEMBER'S RIGHTS ARISING THEREUNDER; OR (III) ANY CHANGE IN THE TOTAL NUMBER OF DIRECTORS WHICH DOES NOT MAINTAIN TUOMEY'S APPROXIMATE PRO RATA NUMBER OF DIRECTORS, AS SUCH PRO RATA SHARE IS DESCRIBED IN THAT CERTAIN SUPPORT AGREEMENT BY AND BETWEEN PRISMA HEALTH-MIDLANDS AND PRISMA HEALTH TUOMEY DATED NOVEMBER 10, 2015. SUCH OTHER RIGHTS AND AUTHORITY AS CANNOT BE RESERVED EXCLUSIVELY TO THE BOARD UNDER THE SOUTH CAROLINA NONPROFIT CORPORATION ACT OF 1994, AS IT MAY BE AMENDED FROM TIME TO TIME (THE "ACT"). CLASS T REMEDIAL RIGHTS. THE CLASS T MEMBER HAS CERTAIN REMEDIAL RIGHTS, WHICH MAY INCLUDE THE ULTIMATE RIGHT TO ACQUIRE CERTAIN ASSETS OF PALMETTO HEALTH TUOMEY (NOW KNOWN AS "PRISMA HEALTH TUOMEY"), ON THE TERMS AND CONDITIONS SET FORTH IN THAT CERTAIN SUPPORT AGREEMENT BY AND BETWEEN PRISMA HEALTH-MIDLANDS AND PRISMA HEALTH TUOMEY DATED NOVEMBER 10, 2015. UPON THE CONSUMMATION OF AN ACQUISITION, THE CLASS T MEMBER'S MEMBERSHIP IN THE CORPORATION SHALL AUTOMATICALLY TERMINATE. RESIGNATION. A MEMBER MAY RESIGN ITS MEMBERSHIP AT ANY TIME. THE RESIGNATION OF A MEMBER DOES NOT RELIEVE THE MEMBER FROM ANY OBLIGATIONS THE MEMBER MAY HAVE TO THE CORPORATION AS A RESULT OF OBLIGATIONS INCURRED OR COMMITMENTS MADE BEFORE RESIGNATION AND DOES NOT ENTITLE A MEMBER TO A DISTRIBUTION IN REGARD TO ITS MEMBERSHIP INTEREST. TRANSFER. NO MEMBER OF THE CORPORATION MAY TRANSFER A MEMBERSHIP OR ANY RIGHT ARISING THEREFROM WITHOUT THE CONSENT OF THE OTHER MEMBERS. NOTWITHSTANDING THE FOREGOING, (A) THE CLASS R MEMBER MAY TRANSFER ALL, AND NOT LESS THAN ALL, OF ITS MEMBERSHIP RIGHTS UPON APPROVAL OF THE CLASS B MEMBER; (B) THE CLASS B MEMBER MAY TRANSFER ALL, AND NOT LESS THAN ALL, OF ITS MEMBERSHIP RIGHTS UPON APPROVAL OF THE CLASS R MEMBER; (C) THE CLASS T MEMBER MAY MAKE A ONE-TIME TRANSFER OF ALL, AND NOT LESS THAN ALL, OF ITS MEMBERSHIP RIGHTS UPON APPROVAL OF THE BOARD PURSUANT TO AND (D) OTHERWISE, THE CLASS T MEMBER MAY TRANSFER ALL, AND NOT LESS THAN ALL, OF ITS MEMBERSHIP RIGHTS UPON THE APPROVAL OF THE CLASS B AND CLASS R MEMBERS. PROVISION OF CARE. NOTWITHSTANDING ANY OTHER PROVISION OF THESE BYLAWS, THE POWERS VESTED HEREIN WILL BE USED TO ENSURE THAT THE APPROPRIATE QUALITY OF HEALTHCARE AND ACCESS THERETO CONTINUES TO BE PROVIDED TO THE CITIZENS OF RICHLAND COUNTY AND OTHER COMMUNITIES SERVED BY PRISMA HEALTH-MIDLANDS. |
| Form 990, Part VI, Line 11b Review of form 990 by governing body | THE RETURN WAS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM WITH ASSISTANCE AND OVERSIGHT BY PRISMA HEALTH MANAGEMENT. THE RETURN WAS REVIEWED BY PRISMA HEALTH MANAGEMENT AND IN-HOUSE LEGAL COUNSEL PRIOR TO FILING WITH THE IRS. IN ADDITION, A COPY OF THE RETURN WAS PROVIDED TO THE PRISMA HEALTH-MIDLANDS BOARD OF DIRECTORS AND THE PRISMA HEALTH BOARD OF DIRECTORS PRIOR TO FILING. |
| Form 990, Part VI, Line 12c Conflict of interest policy | THE DIRECTORS, OFFICERS AND KEY EMPLOYEES ARE REQUIRED TO DISCLOSE ON AN ANNUAL BASIS ANY CONFLICTS OF INTEREST. THESE ARE REVIEWED BY CORPORATE COMPLIANCE AND WHEN APPROPRIATE BY THE LEGAL DEPARTMENTS OF PRISMA HEALTH. ADDITIONALLY, CORPORATE COMPLIANCE COMPARES ANNUAL DISCLOSURES BY EMPLOYED PHYSICIANS TO THOSE DISCLOSED BY VENDORS THROUGH THE OPEN PAYMENTS SYSTEMS. ANY EXCEPTIONS ARE REVIEWED AND COMMUNICATED TO THE CONFLICT OF INTEREST COMMITTEE AND THE DEPARTMENT CHAIRPERSON. IF PRISMA HEALTH DETERMINES THAT A PRISMA HEALTH TEAM MEMBER OR MEDICAL GROUP MEMBER COVERED BY THIS POLICY DID NOT COMPLY WITH THE TERMS OF THE CONFLICT OF INTEREST ANNUAL DISCLOSURE POLICY, OR IF PRISMA HEALTH DISCOVERS THAT ONE OF THESE INDIVIDUALS HAD A SIGNIFICANT FINANCIAL OR ORGANIZATIONAL INTEREST THAT WAS NOT DISCLOSED IN A TIMELY MANNER PURSUANT TO THIS POLICY, PRISMA HEALTH WILL CONDUCT A RETROSPECTIVE REVIEW, AND IF, UPON CONCLUSION OF THE REVIEW, THE PRISMA HEALTH CONFLICT OF INTEREST COMMITTEE FINDS THAT A CONFLICT OF INTEREST EXISTED THAT COULD HAVE AFFECTED THE DECISION-MAKING AND/OR INDEPENDENT JUDGEMENT OF THE INDIVIDUAL, PRISMA HEALTH WILL TAKE APPROPRIATE STEPS IN ACCORDANCE WITH THIS POLICY TO MANAGE OR ELIMINATE THE CONFLICT AND REPORT ITS FINDING TO THE APPROPRIATE PRISMA HEALTH ADMINISTRATIVE BODY. A TRANSACTION IN WHICH A DIRECTOR OF THE CORPORATION HAS A CONFLICT OF INTEREST MAY BE AUTHORIZED, APPROVED, OR RATIFIED BY THE VOTE OF THE BOARD OR A COMMITTEE OF THE BOARD IF THE MATERIAL FACTS OF THE TRANSACTION AND THE DIRECTOR'S INTEREST ARE DISCLOSED OR KNOWN TO THE BOARD OR COMMITTEE OF THE BOARD, AND THE DIRECTORS APPROVING THE TRANSACTION IN GOOD FAITH REASONABLY BELIEVE THAT THE TRANSACTION IS FAIR TO THE CORPORATION. A CONFLICT OF INTEREST TRANSACTION IS AUTHORIZED, APPROVED, OR RATIFIED IF IT RECEIVES THE AFFIRMATIVE VOTE OF A MAJORITY OF THE DIRECTORS OF THE BOARD OR ON THE COMMITTEE WHO HAVE NO DIRECT OR INDIRECT INTEREST IN THE TRANSACTION, BUT A TRANSACTION MAY NOT BE AUTHORIZED, APPROVED, OR RATIFIED UNDER THIS SECTION BY A SINGLE DIRECTOR. IF A MAJORITY OF THE DIRECTORS ON THE BOARD WHO HAVE NO DIRECT OR INDIRECT INTEREST IN THE TRANSACTION VOTE TO AUTHORIZE, APPROVE, OR RATIFY THE TRANSACTION, A QUORUM IS PRESENT FOR THE PURPOSE OF TAKING ACTION UNDER THIS SECTION. THE PRESENCE OF, OR A VOTE CAST BY, A DIRECTOR WITH A DIRECT OR INDIRECT INTEREST IN THE TRANSACTION DOES NOT AFFECT THE VALIDITY OF ANY ACTION TAKEN UNDER THIS SECTION IF THE TRANSACTION IS OTHERWISE APPROVED AS PROVIDED IN THIS SECTION. A RESOLUTION OF THE BOARD MAY IMPOSE ADDITIONAL REQUIREMENTS ON CONFLICT OF INTEREST TRANSACTIONS. |
| Form 990, Part VI, Line 19 Required documents available to the public | THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST. |
| Form 990, Part VIII, Line 2f Other Program Service Revenue | OTHER PROGRAM SERVICES REVENUE - Total Revenue: 25551816, Related or Exempt Function Revenue: 25551816, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; |
| Form 990, Part XI, Line 9 Other changes in net assets or fund balances | Equity Transfer to Related Organizations - -XXX-XX-XXXX; Other Changes in Net Assets - 6012415; |
| Form 990, Part VI, Line 15 A & B PROCESS TO ESTABLISH COMPENSATION OF TOP MANAGEMENT OFFICIAL | PRISMA HEALTH IS RESPONSIBLE FOR ESTABLISHING THE COMPENSATION PHILOSOPHY. AS PART OF THIS UNDERTAKING, THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF PRISMA HEALTH, WHICH IS COMPOSED SOLELY OF INDEPENDENT DIRECTORS OF PRISMA HEALTH, SETS THE COMPENSATION PAYABLE TO THE EXECUTIVES AND MANAGEMENT LEADERS EMPLOYED BY PRISMA HEALTH AND ITS RELATED ORGANIZATIONS WHO ARE CONSIDERED AS DISQUALIFIED PERSONS IN ACCORDANCE WITH SECTION 4958 OF THE CODE AND THE APPLICABLE COMPENSATION PHILOSOPHY TO MANAGERS, DIRECTORS, AND EMPLOYEES. THIS PROCESS OF INDEPENDENT ESTABLISHMENT AND REVIEW OF COMPENSATION BY THE PARENT ORGANIZATION OR THE SYSTEM IS CONSISTENT WITH THAT UTILIZED BY THE MAJORITY OF LARGE, MULTI-INSTITUTIONAL HEALTHCARE SYSTEMS. THE EXECUTIVE COMPENSATION COMMITTEE UTILIZES AN EXPERT INDEPENDENT COMPENSATION CONSULTANT RETAINED BY THE COMMITTEE TO PROVIDE AND EVALUATE COMPENSATION BASED ON COMPARABILITY DATA, MARKET CONDITIONS, COMPETITION FOR TALENT, AND OTHER SIGNIFICANT FACTORS. BASE COMPENSATION, VARIABLE INCENTIVE COMPENSATION, AND BENEFITS ARE ALL ESTABLISHED AND SET AFTER REVIEW BY THE COMMITTEE OF THIS DATA AND THE PERFORMANCE OF THE ORGANIZATION, AND REPORTS THE INDEPENDENT CONSULTANT ARE INCLUDED IN THE MINUTES OF THE DELIBERATION BY THE COMMITTEE. THIS PROCESS WAS LAST COMPLETED SEPTEMBER 2023. |
| Software ID: | 22016089 |
| Software Version: | 2022v5.0 |