Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| (A)
MEDICAL UNIVERSITY OF SOUTH CAROLINA |
576000722 | 2 | Yes | 0 | 0 | |
| (B)
MEDICAL UNVERSITY HOSPITAL AUTHORITY |
571098556 | 3 | Yes | 0 | 0 | |
|
Total 2
|
0 | 0 | ||||
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)
![]() |
(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) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
|||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 0.015 of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by 0.035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 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. |
||||
| 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) |
||||
| 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. |
||||
|
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. |
||||
|
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 |
|---|---|
| PART IV, SECTION E, LINE 2A: | MAINSAIL OPERATES TO CONTRACT FOR AND ENGAGE IN COLLABORATIVE INITIATIVES THAT ARE CONSISTENT WITH THE OBJECTIVES AND MISSION OF THE MEDICAL UNIVERSITY OF SOUTH CAROLINA. THROUGH ITS WHOLLY OWNED SUBSIDIARY, SPINNAKER, MAINSAIL DIRECTED INVESTMENT INTO TWO JOINT VENTURES. THE FIRST WITH THE ONYX GROUP WAS FORMED TO PROVIDE MANAGEMENT SERVICES FOR PHYSICIAN, MEDICAL AND ANCILLARY HEALTH SERVICES. THE SECOND WITH ENCOMPASS WAS FORMED TO OWN OR LEASE, MANAGE AND OPERATE A FACILITY THAT PROVIDES INPATIENT REHABILITATION SERVICES AND OTHER HEALTH SERVICES. QUAIMD IS AN INITIATIVE TO IMPROVE PATIENT CARE WHILE REDUCING COSTS USING A PERSONALIZED CLINICAL PATHWAYS PLATFORM. A MEMBERSHIP AGREEMENT WITH GREENWOOD GENETIC CENTER HELPS TO ADVANCE THE FIELD OF MEDICAL GENETICS AND ENGAGES IN RESEARCH TO IDENTIFY GENES AND MUTATIONS IN ORDER TO OFFER TRAINING OPPORTUNITIES TO STUDENTS AND HEALTHCARE PROFESSIONALS. ALL OF THESE JOINT VENTURES/INITIATIVES DIRECTLY FURTHER THE EXEMPT PURPOSES OF ITS SUPPORTED ORGANIZATIONS. |
| 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 VI, SECTION A, LINE 2 | BUSINESS RELATIONSHIPS EXIST BETWEEN BOARD MEMBERS DUE TO THEIR INVOLVEMENT WITH AFFILIATED ENTITIES AT MUSC, UMA, AND MUHA. |
| FORM 990, PART VI, SECTION B, LINE 11B | COPIES OF THE FORM 990 WILL BE MADE AVAILABLE FOR BOARD MEMBERS AT THE EARLIEST AVAILABLE BOARD MEETING. IN ADDITION, ALL RECORDS, DOCUMENTS, ETC. AND ACCESS TO STAFF, EMPLOYEES, ASSOCIATES, CONSULTANTS, VENDORS, ETC OF THE CORPORATION SHALL BE AVAILABLE FOR REVIEW/AUDIT BY MEDICAL UNIVERSITY OF SOUTH CAROLINA'S INTERNAL AUDITOR OR HIS OR HER DESIGNEE. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE CORPORATION WILL MAINTAIN A CONFLICT OF INTEREST POLICY. IN ACCORDANCE WITH THE POLICY ANY DIRECTOR OR OFFICER SHALL DECLARE HIMSELF OR HERSELF AS ABSTAINING FROM VOTING ON ANY MATTER IN WHICH SAID DIRECTOR OR OFFICER MAY BE CONSIDERED TO HAVE CONFLICT OF INTEREST. SUCH ABSTAINING DECLARATION SHALL BE MADE FOR THE RECORD AT THE BEGINNING OF ANY SUCH MOTION OR DISCUSSION AND SHALL BE RECORDED IN THE OFFICIAL MINUTES OF THE MEETING. THE SAME CONFLICT OF INTERST PROCEDURES SHALL APPLY TO ANY DIRECTOR OR OFFICER PARTICIPATING IN ANY COMMITTEE VOTE. FOR PURPOSES OF THE CORPORATION'S CONFLICT OF INTEREST POLICY, A TRANSACTION WITH A THIRD PARTY IS NOT A CONFLICT OF INTEREST TRANSACTION SOLELY ON THE BASIS THAT IT MAY BENEFIT MUSC OR AFFILIATE OF MUSC OR THAT IT WILL INVOLVE ANCILLARY CONTRACTS WITH MUSC OR OTHER AFFILIATE OF MUSC. THE PURPOSE OF THIS CONFLICTS OF INTEREST POLICY IS TO PROTECT THE INTEREST OF MAINSAIL HEALTH PARTNERS (HEREINAFTER THE "CORPORATION") WHEN IT IS CONTEMPLATING ENTERING A TRANSACTION OR ARRANGEMENT THAT MIGHT BENEFIT THE PRIVATE INTEREST OF AN OFFICER OR DIRECTOR OF THE CORPORATION. THIS POLICY IS INTENDED TO SUPPLEMENT BUT NOT REPLACE SECTIONS 33-31-831 OR 33-31-832 OF THE SOUTH CAROLINA CODE OR OTHER APPLICABLE STATE LAWS GOVERNING CONFLICTS OF INTEREST APPLICABLE TO THE CORPORATION. DEFINITIONS 1. INTERESTED PERSON. ANY DIRECTOR, OFFICER, OR MEMBER OF A COMMITTEE WITH BOARD-DELEGATED POWERS WHO HAS A DIRECT OR INDIRECT FINANCIAL INTEREST, AS DEFINED BELOW, IS AN INTERESTED PERSON. 2. FINANCIAL INTEREST. A PERSON HAS A FINANCIAL INTEREST IF THE PERSON HAS, DIRECTLY OR INDIRECTLY, THROUGH BUSINESS, INVESTMENT, OR FAMILY: A. AN OWNERSHIP OR INVESTMENT IN ANY ENTITY WITH WHICH THE CORPORATION HAS A TRANSACTION OR ARRANGEMENT; B. A COMPENSATION ARRANGEMENT WITH THE CORPORATION OR WITH ANY ENTITY OR INDIVIDUAL WITH WHICH THE CORPORATION HAS A TRANSACTION OR ARRANGEMENT; OR C. A POTENTIAL OWNERSHIP OR INVESTMENT INTEREST IN, OR COMPENSATION ARRANGEMENT WITH, ANY ENTITY OR INDIVIDUAL WITH WHICH THE CORPORATION IS NEGOTIATING A TRANSACTION OR ARRANGEMENT. COMPENSATION INCLUDES DIRECT AND INDIRECT REMUNERATION AS WELL AS GIFTS OR FAVORS THAT ARE SUBSTANTIAL IN NATURE. FOR PURPOSES OF CLARITY, A FINANCIAL INTEREST SHALL NOT BE DEEMED TO INCLUDE THE ACQUISITION OR OWNERSHIP BY AN INTERESTED PARTY, SOLELY AS A PASSIVE INVESTOR WITH NO INVOLVEMENT IN THE OPERATION OF THE BUSINESS, OF NO MORE THAN TWO PERCENT (2%) OF THE OWNERSHIP OF A CORPORATION, PARTNERSHIP, COMPANY, OR OTHER ENTITY WHOSE STOCK OR OWNERSHIP INTEREST IS PUBLICLY TRADED ON A NATIONAL SECURITIES EXCHANGE, THE NASDAQ STOCK MARKET OR OVER-THE-COUNTER. A FINANCIAL INTEREST IS NOT NECESSARILY A CONFLICT OF INTEREST. UNDER ARTICLE III, SECTION 2, A PERSON WHO HAS A FINANCIAL INTEREST MAY HAVE A CONFLICT OF INTEREST ONLY IF THE APPROPRIATE BOARD OR COMMITTEE DECIDES THAT A CONFLICT OF INTEREST EXISTS. IN THE ENACTMENT OF THIS CONFLICTS OF INTEREST POLICY, THE BOARD IDENTIFIES THAT THE PURPOSE OF MAINSAIL HEALTH PARTNERS IS TO BE A SUPPORTING ORGANIZATION OF MUSC AS CONTEMPLATED UNDER IRC SECTIONS 501(C)(3) AND 509(A)(3). A TRANSACTION WITH A THIRD PARTY IS NOT A CONFLICT OF INTEREST TRANSACTION SOLELY ON THE BASIS THAT IT MAY BENEFIT MUSC OR AFFILIATE OF MUSC OR THAT IT WILL INVOLVE ANCILLARY CONTRACTS WITH MUSC OR OTHER AFFILIATE OF MUSC. HOWEVER, IN INSTANCES OF A PROPOSED WRITTEN CONTRACT OR AGREEMENT, WHERE MUSC AND THE CORPORATION ARE BOTH PARTIES TO THE SAME CONTRACT OR AGREEMENT, THE MUSC DIRECTORS SHALL RECUSE THEMSELVES FROM THE VOTE OF THE BOARD OF THE CORPORATION TO APPROVE SUCH CONTRACT OR AGREEMENT. FURTHERMORE, THE BOARD HAS DETERMINED THAT THE RENUMERATION OF AN MUSC DIRECTOR FROM MUSC IS NOT A FINANCIAL INTEREST THAT IS A CONFLICT OF INTEREST IN CONNECTION WITH HIS OR HER SERVICE TO MAINSAIL HEALTH PARTNERS, EXCEPT IN THE NARROW CIRCUMSTANCES, WHERE IT IS REASONABLY ANTICIPATED THAT THE ROLE OF THE MUSC DIRECTOR WILL CHANGE, OR HIS OR HER COMPENSATION WILL INCREASE, IN TANDEM, RELIANCE, CONNECTION, OR CONJUNCTION WITH SUCH EXPRESS ACTION OF MAINSAIL HEALTH PARTNERS. PROCEDURES 1. DUTY TO DISCLOSE. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF HIS OR HER FINANCIAL INTEREST AND ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH BOARD-DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. 2. DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE OR SHE SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. 3. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST. A. AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE BOARD OR COMMITTEE MEETING, BUT AFTER SUCH PRESENTATION, HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT RESULTS IN THE CONFLICT OF INTEREST. B. THE CHAIR OF THE BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. IN THE EVENT THAT THE CHAIR IS IN A POSITION OF CONFLICT, THE VICE-CHAIR WILL ASSUME THE FOREGOING RESPONSIBILITY. C. AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE CORPORATION CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. D. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE CORPORATION'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE CORPORATION AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. 4. PROHIBITED TRANSACTIONS. NOTWITHSTANDING, ANYTHING IN THIS POLICY TO THE CONTRARY, AN INTERESTED PERSON SHALL NOT, DURING HIS OR HER PERIOD OF SERVICE AS A DIRECTOR, OFFICER OR MEMBER OF A COMMITTEE WITH BOARD- DELEGATED POWERS AND FOR A PERIOD OF 12 MONTHS THEREAFTER, INVEST, OR RECEIVE AN OWNERSHIP INTEREST, THROUGH STOCK, OPTIONS, PHANTOM STOCK OR OTHERWISE, IN ANY ENTITY OR VENTURE IN WHICH THE CORPORATION MAINTAINS AN OWNERSHIP INTEREST EXCEPTING THE CORPORATION'S INVESTMENTS IN PUBLICLY TRADED SECURITIES INCLUDING MUTUAL FUNDS. PROVIDED, HOWEVER, THE BOARD OF DIRECTORS, UPON A VOTE OF 75% OF ITS MEMBERS NOT COUNTING THE AFFECTED DIRECTOR, MAY WAIVE THE APPLICABILITY OF THE ABOVE- DESCRIBED PROHIBITION WITH RESPECT TO THE 12-MONTH PERIOD FOLLOWING A DIRECTOR'S PERIOD OF SERVICE AS A DIRECTOR, OFFICER, OR MEMBER OF A COMMITTEE WITH BOARD-DELEGATED POWERS. 5. VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY. A. IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT A MEMBER HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. B. IF, AFTER HEARING THE RESPONSE OF THE MEMBER AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THAT THE MEMBER HAS IN FACT FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. ARTICLE IV RECORDS OF PROCEEDINGS THE MINUTES OF THE BOARD AND ALL COMMITTEES WITH BOARD-DELEGATED POWERS SHALL CONTAIN: A. THE NAMES OF THE PERSONS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE A FINANCIAL INTEREST IN CONNECTION WITH AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE FINANCIAL INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE BOARD'S OR COMMITTEE'S DECISION AS TO WHETHER A CONFLICT OF INTEREST IN FACT EXISTED. B. THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION THEREWITH. COMPENSATION COMMITTEES - A VOTING MEMBER OF ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE CORPORATION FOR SERVICES IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBER'S COMPENSATION. |
| FORM 990, PART VI, SECTION B, LINE 15 | COMPENSATION POLICY - ARTICLE I - PURPOSE THE PURPOSE OF THIS COMPENSATION POLICY IS TO PROTECT THE INTEREST OF MAINSAIL HEALTH PARTNERS (THE "CORPORATION") WHEN IT IS CONTEMPLATING A COMPENSATION ARRANGEMENT FOR SERVICES TO BE RENDERED TO THE CORPORATION. SUBJECT TO THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "INTERNAL REVENUE CODE") AND OTHER APPLICABLE FEDERAL AND STATE LAWS, THE BOARD OF DIRECTORS OF THE CORPORATION (THE "BOARD") AND THE EXECUTIVE COMMITTEE OF THE BOARD (THE "EXECUTIVE COMMITTEE") HAVE AUTHORITY AND DISCRETION TO INTERPRET, AMEND, MODIFY OR TERMINATE THIS COMPENSATION POLICY. ARTICLE II - COMPENSATION THE FOLLOWING PROVISIONS ARE INTENDED TO ADDRESS COMPENSATION OF OFFICERS, MEMBERS OF THE BOARD, AND OTHER INDIVIDUALS AS DETERMINED BY THE BOARD AND/OR EXECUTIVE COMMITTEE ("COVERED INDIVIDUALS"). (A) COMPENSATION. (I) "COMPENSATION" INCLUDES THE FOLLOWING: SALARY OR WAGES; DEFERRED COMPENSATION; RETIREMENT BENEFITS; FRINGE BENEFITS (E.G., PERSONAL VEHICLE, MEALS, LODGING, PERSONAL FAMILY AND EDUCATIONAL BENEFITS, PAYMENT OF PERSONAL TRAVEL, ENTERTAINMENT, OR OTHER EXPENSES SUCH AS ATHLETIC OR COUNTRY CLUB MEMBERSHIP AND DUES); TRANSFERS OR FAVORS WHICH ARE NOT DE MINIMIS OR INSUBSTANTIAL IN NATURE; AND/OR THE PERSONAL USE OF OTHER GIFTS, PAYMENTS OR TRANSFERS INTENDED OR USED FOR THE PERSONAL BENEFIT OF THE TRANSFEREE. COMPENSATION DOES NOT INCLUDE TRANSFERS, PAYMENTS OR REIMBURSEMENTS TO PERSONS FOR ORDINARY AND NECESSARY BUSINESS EXPENSES OF THE CORPORATION, WHICH EXPENSES ARE INCURRED BY THE PERSON(S) ON BEHALF OF THE CORPORATION AND WHICH SATISFY THE SUBSTANTIATION REQUIREMENTS DESCRIBED IN SECTION 1.274-5 OF THE TREASURY REGULATIONS. IT IS INTENDED THAT SUCH EXPENSES INCLUDE, BUT ARE NOT LIMITED TO, PER DIEM AND MILEAGE ALLOWANCES IN CONNECTION WITH CORPORATION MEETINGS. (II) "REASONABLE COMPENSATION" IS THE AMOUNT OF COMPENSATION THAT WOULD ORDINARILY BE PAID FOR SIMILAR SERVICES BY SIMILAR ORGANIZATIONS UNDER SIMILAR CIRCUMSTANCES AS OF THE DATE THE COMPENSATION ARRANGEMENT IS ENTERED. (B) PROCEDURE FOR DETERMINING REASONABLE COMPENSATION. THE BOARD OR THE EXECUTIVE COMMITTEE WILL DETERMINE REASONABLE COMPENSATION CONSISTENT WITH THE FOLLOWING: (I) THE GOVERNANCE POLICIES AND PRACTICES OF THE CORPORATION; (II) THE CONFLICT OF INTEREST POLICY OF THE CORPORATION; AND (III) PROVISIONS WHICH GIVE RISE TO THE "REBUTTABLE PRESUMPTION OF REASONABLENESS" DESCRIBED IN SECTION 53.4958-6(A) OF THE U.S. TREASURY REGULATIONS. CONSISTENT WITH THE PRECEDING PARAGRAPH, THE DETERMINATION OF REASONABLE COMPENSATION SHALL ALSO INCLUDE THE FOLLOWING ELEMENTS: 1. IN ADVANCE OF PAYMENT, THE COMPENSATION ARRANGEMENT WILL BE APPROVED BY MEMBERS OF THE BOARD OR THE EXECUTIVE COMMITTEE WHO DO NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT BEING DETERMINED; 2. THE BOARD OR THE EXECUTIVE COMMITTEE WILL CONSIDER DATA AND INFORMATION AS TO THE COMPARABILITY OF THE COMPENSATION PACKAGE PRIOR TO MAKING ITS DETERMINATION, (E.G., DATA AND INFORMATION ABOUT COMPENSATION PAID BY SIMILARLY SITUATED TAXABLE OR TAX EXEMPT ORGANIZATIONS FOR SIMILAR SERVICES, CURRENT COMPENSATION SURVEYS COMPILED BY INDEPENDENT FIRMS, OR ACTUAL WRITTEN OFFERS FROM SIMILARLY SITUATED ORGANIZATIONS COMPETING FOR THE SERVICES OF THE PERSON WHOSE COMPENSATION IS BEING DETERMINED BY THE BOARD OR THE EXECUTIVE COMMITTEE); 3. THE BOARD OR THE EXECUTIVE COMMITTEE WILL ADEQUATELY DOCUMENT THE BASIS FOR ITS DETERMINATION CONCURRENTLY WITH MAKING THAT DETERMINATION, WHICH DOCUMENTATION SHALL INCLUDE THE BOARD OR THE EXECUTIVE COMMITTEE'S WRITTEN OR ELECTRONIC RECORDATION OF THE FOLLOWING: 1. THE TERMS OF THE TRANSACTION THAT WAS APPROVED AND THE DATE IT WAS APPROVED; 2. THE MEMBERS OF THE BOARD OR THE EXECUTIVE COMMITTEE WHO WERE PRESENT DURING DEBATE ON THE TRANSACTION THAT WAS APPROVED AND THE NAMES OF THOSE WHO VOTED FOR IT; 3. THE COMPARABILITY DATA CONSIDERED BY THE BOARD OR THE EXECUTIVE COMMITTEE; AND 4. ANY ACTIONS TAKEN WITH RESPECT TO THE DETERMINATION OF THE REASONABLENESS OF A TRANSACTION BY ANYONE WHO IS OTHERWISE A MEMBER OF THE BOARD OR THE EXECUTIVE COMMITTEE, BUT WHO HAD A CONFLICT OF INTEREST WITH RESPECT TO THE TRANSACTION. ARTICLE III - PERIODIC REVIEWS - TO ENSURE THAT THE CORPORATION OPERATES IN A MANNER CONSISTENT WITH ITS CHARITABLE PURPOSES AND THAT IT DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS STATUS AS AN ORGANIZATION EXEMPT FROM FEDERAL INCOME TAX, THE BOARD OR THE EXECUTIVE COMMITTEE SHALL CONDUCT PERIODIC REVIEWS OF THIS COMPENSATION POLICY AND ITS ACTUAL IMPLEMENTATION. THE PERIODIC REVIEWS SHALL, AT A MINIMUM, ENSURE THAT THE FOLLOWING STEPS ARE TAKEN: 1. THE BOARD OR THE EXECUTIVE COMMITTEE SHALL DETERMINE WHETHER COMPENSATION, WHICH THE CORPORATION HAS PROVIDED, COMPLIES WITH THE POLICIES AND STANDARDS DESCRIBED HEREIN AND CONSTITUTES REASONABLE COMPENSATION; AND 2. THE BOARD OR THE EXECUTIVE COMMITTEE SHALL DETERMINE WHETHER COMPENSATION TRANSACTIONS ARE PROPERLY RECORDED, REFLECT REASONABLE PAYMENTS FOR GOODS AND SERVICES, FURTHER THE CORPORATION'S CHARITABLE PURPOSES AND DO NOT RESULT IN PRIVATE INUREMENT, IMPERMISSIBLE PRIVATE BENEFIT OR IN AN EXCESS BENEFIT TRANSACTION. ARTICLE IV- USE OF OUTSIDE ADVISORS AND EXPERTS - FOR PURPOSES OF OBTAINING INFORMATION AND ADVICE WITH REGARD TO THE DETERMINATION OF REASONABLE COMPENSATION OR IN CONDUCTING THE PERIODIC REVIEWS, THE BOARD OR THE EXECUTIVE COMMITTEE MAY, BUT NEED NOT, USE OUTSIDE ADVISORS AND/OR EXPERTS. IF OUTSIDE ADVISORS AND/OR EXPERTS ARE USED, THEIR USE SHALL NOT RELIEVE THE BOARD OR THE EXECUTIVE COMMITTEE OF THE RESPONSIBILITY FOR ENSURING THAT REASONABLE COMPENSATION IS DETERMINED, AND PERIODIC REVIEWS ARE CONDUCTED. |
| FORM 990, PART VI, SECTION C, LINE 19 | ALL GOVERNING DOCUMENTS FOR THE CORPORATION ARE AVAILABLE UPON REQUEST BY CONTACTING CUSTODIAN NOTED IN LINE 20 BELOW. |
| FORM 990 PART XII LINE 2C | THIS PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. |
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