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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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 2023 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-2023 |
(iii) Distributable Amount for 2023 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2023 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2023 (reasonable cause required-- explain in Part VI).
See instructions. |
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| 3 Excess distributions carryover, if any, to 2023: | ||||
| a From 2018....... | ||||
| b From 2019....... | ||||
| c From 2020....... | ||||
| d From 2021....... | ||||
| e From 2022....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2023 distributable amount | ||||
|
i
Carryover from 2018 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2023 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2023 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2023, 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 2023. 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 2024. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2019..... | ||||
| b Excess from 2020..... | ||||
| c Excess from 2021..... | ||||
| d Excess from 2022..... | ||||
| e Excess from 2023..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|
| Software ID: | |
| Software Version: |
| Return Reference | Explanation |
|---|---|
| FORM 990, PART III, LINE 3 | EFFECTIVE OCTOBER 29, 2023, THE MOHAWK VALLEY HEALTH SYSTEM (PARENT) FINALIZED CONSTRUCTION OF ITS NEW HOSPITAL CAMPUS IN DOWNTOWN UTICA CONSOLIDATING OPERATIONS AND SERVICES FROM THE CAMPUSES OF THE MEDICAL CENTER AND FAXTON-ST. LUKE'S HEALTHCARE. ON THAT DAY, THE MEDICAL CENTER CHANGED ITS LEGAL NAME TO ST. ELIZABETH COMMUNITY HEALTH SUPPORT (SECHS) AND BECAME A NON-ARTICLE 28 FACILITY THAT SUPPORTS MOHAWK VALLEY HEALTH SYSTEM. |
| FORM 990, PART VI, SECTION A, LINE 6 | MOHAWK VALLEY HEALTH SYSTEM AND PARTNERS IN FRANCISCAN MINISTRIES, INC. |
| FORM 990, PART VI, SECTION A, LINE 7A | RESERVED POWERS TO MOHAWK VALLEY HEALTH SYSTEM ("MVHS"): IN ADDITION TO ALL OTHER RIGHTS AND POWERS OF MEMBERSHIP PRESCRIBED BY NEW YORK LAW, THE CERTIFICATE OF INCORPORATION AND/OR THE BYLAWS OF THE CORPORATION, THE FOLLOWING GOVERNANCE AND MANAGEMENT POWERS SHALL BE DELEGATED TO MVHS TO THE EXTENT PERMITTED BY THE NEW YORK NOT-FOR-PROFIT CORPORATION LAW: (1) EXCEPT AS OTHERWISE SET FORTH HEREIN, TO APPROVE AND INTERPRET THE STATEMENT OF MISSION AND PHILOSOPHY ADOPTED BY THE CORPORATION, TO REQUIRE THAT THE CORPORATION OPERATE IN CONFORMANCE WITH ITS MISSION AND PHILOSOPHY AND TO COORDINATE THE MISSIONS, VISIONS, ACTIVITIES AND RESOURCES OF THE CORPORATION IN ORDER TO PROMOTE HIGH QUALITY, EFFICIENT AND EFFECTIVE HEALTH CARE SERVICES IN ONEIDA COUNTY, NEW YORK, AND SURROUNDING AREAS. NOTWITHSTANDING THE FOREGOING, MVHS SHALL NOT HAVE THE POWER TO APPROVE OR INTERPRET THOSE ELEMENTS OF THE CORPORATION'S MISSION AND PHILOSOPHY THAT RELATE SPECIFICALLY TO ITS STATUS AS A CATHOLIC ORGANIZATION OR THE PURSUIT OF THE CORPORATION'S CATHOLIC MISSION AND PHILOSOPHY; (2) TO ELECT OR APPOINT, FIX THE NUMBER OF, AND REMOVE, WITH OR WITHOUT CAUSE, THE DIRECTORS OF THE CORPORATION, AND TO APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, THE PRESIDENT/CHIEF EXECUTIVE OFFICER OF THE CORPORATION. NOTWITHSTANDING THE FOREGOING, PFM SHALL BE ENTITLED TO APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, THE ONE ADDITIONAL DIRECTOR DESIGNATED BY PFM TO THE CORPORATION'S BOARD OF DIRECTORS; (3) TO AMEND OR REPEAL THE CERTIFICATE AND BYLAWS, AND TO ADOPT ANY NEW OR RESTATED CERTIFICATE OF INCORPORATION OR BYLAWS, OF THE CORPORATION; (4) TO APPROVE ANY PLAN OF MERGER, CONSOLIDATION, DISSOLUTION OR LIQUIDATION OF THE CORPORATION; (5) TO APPROVE THE DEBT OF THE CORPORATION IN EXCESS OF AN AMOUNT TO BE FIXED FROM TIME TO TIME BY MVHS; (6) TO APPROVE THE SALE, ACQUISITION, LEASE, TRANSFER, MORTGAGE, GUARANTEE OR PLEDGE OF REAL OR PERSONAL PROPERTY OF THE CORPORATION IN EXCESS OF AN AMOUNT TO BE FIXED FROM TIME TO TIME BY MVHS. NOTWITHSTANDING THE FOREGOING, THE APPROVAL OF PFM SHALL BE REQUIRED FOR THE SALE, TRANSFER, MORTGAGE, GUARANTEE, PLEDGE OR OTHER ALIENATION OF REAL OR PERSONAL PROPERTY OF THE CORPORATION IN EXCESS OF AN AMOUNT TO BE FIXED FROM TIME TO TIME BY PFM, TO MEET THE REQUIREMENTS OF THE UNITED STATES CONFERENCE OF CATHOLIC BISHOPS; (7) TO APPROVE THE CAPITAL AND OPERATING BUDGETS OF THE CORPORATION; (8) TO APPROVE SETTLEMENTS OF LITIGATION WHEN SUCH SETTLEMENTS EXCEED APPLICABLE INSURANCE COVERAGE OR THE AMOUNT OF ANY APPLICABLE SELF-INSURANCE FUND AVAILABLE TO SUCH CORPORATION; (9) TO APPROVE ANY CORPORATE REORGANIZATION OF THE CORPORATION AND THE ESTABLISHMENT, MERGER, CONSOLIDATION, REORGANIZATION OR DISSOLUTION OF ANY ORGANIZATIONAL RELATIONSHIP OF THE CORPORATION, INCLUDING BUT NOT LIMITED TO SUBSIDIARY CORPORATIONS, PARTNERSHIPS, OR JOINT VENTURES OF THE CORPORATION; (10) TO APPROVE AND COORDINATE THE STRATEGIC PLANS OF THE CORPORATION; (11) TO THE EXTENT APPLICABLE, TO APPROVE ALL CONTRACTS OF REIMBURSEMENT FOR THE CORPORATION FROM GOVERNMENTAL OR PRIVATE THIRD PARTY INSURERS; (12) TO THE EXTENT APPLICABLE, TO APPROVE ALL APPLICATIONS OF THE CORPORATION TO FEDERAL OR STATE GOVERNMENTAL AGENCIES FOR ESTABLISHMENT OR OPERATING LICENSURE, INCLUDING BUT NOT LIMITED TO CERTIFICATE OF NEED APPLICATIONS TO THE NEW YORK STATE DEPARTMENT OF HEALTH AS REQUIRED; (13) TO THE EXTENT APPLICABLE, TO APPROVE MANAGEMENT CONTRACTS FOR THE CORPORATION SUBJECT TO APPROVAL AND/OR REGULATION UNDER THE LAWS AND REGULATIONS OF THE STATE OF NEW YORK; (14) TO APPROVE ANY MATERIAL CHANGE IN THE SERVICES OFFERED BY THE CORPORATION; (15) TO REQUIRE THE CORPORATION TO PARTICIPATE IN ANY AND ALL PROGRAMS AND SERVICES, AS DETERMINED BY MVHS IN ITS DISCRETION, PROVIDED, HOWEVER, THAT MVHS MAY NOT REQUIRE CORPORATION TO PARTICIPATE IN ANY PROGRAM OR SERVICE OR TAKE ANY ACTION THAT WOULD CONSTITUTE A DEFAULT OR EVENT OF DEFAULT UNDER ANY MORTGAGE, INDENTURE OR OTHER MATERIAL AGREEMENT OR INSTRUMENT TO WHICH THE CORPORATION IS A PARTY AND BY WHICH IT IS BOUND, AND MAY NOT REQUIRE THE CORPORATION'S PARTICIPATION IN ANY PROGRAM OR SERVICE WHICH WOULD BE CONTRARY TO ITS STATUS AS A CATHOLIC ORGANIZATION OR THE PURSUIT OF ITS CATHOLIC MISSION OR PHILOSOPHY; AND (16) TO ACCEPT DELEGATIONS OF AUTHORITY ON BEHALF OF THE CORPORATION PURSUANT TO SECTION 701 OF THE NOT-FOR PROFIT CORPORATION LAW AND EXERCISE ON BEHALF OF THE CORPORATION, THE AUTHORITY TO ACCEPT, UTILIZE, TRANSFER AND SHARE IN THE ASSETS, REVENUES AND INCOME OF THE CORPORATION AND TO MAINTAIN A SINGLE CONSOLIDATED SET OF BOOKS AND FINANCIAL RECORDS, AS MAY BE NECESSARY OR DESIRABLE TO CARRY OUT THE OBLIGATIONS OF THE CORPORATION PURSUANT TO ANY MASTER TRUST INDENTURE OR SIMILAR INSTRUMENT AND, PROVIDED, HOWEVER, THAT NO SUCH AUTHORITY SHALL BE ACCEPTED OR EXERCISED EXCEPT PURSUANT TO THE NOT-FOR-PROFIT CORPORATION LAW AND UNTIL ALL APPROVALS REQUIRED BY LAW HAVE FIRST BEEN OBTAINED, INCLUDING, WITHOUT LIMITATION, THE PRIOR APPROVAL OF THE DEPARTMENT OF HEALTH AS MAY BE REQUIRED FOR OBLIGATED GROUP FINANCINGS. FOR THE PURPOSES OF THE FOREGOING, MVHS SHALL HAVE: (I) THE POWER TO INITIATE AND DIRECT ACTION BY THE CORPORATION WITHOUT A PRIOR RECOMMENDATION OF THE CORPORATION'S BOARD OF DIRECTORS; AND (II) THE POWER TO ACCEPT, REJECT OR MODIFY THE RECOMMENDATION OF THE CORPORATION'S BOARD OF DIRECTORS AND TO DIRECT ACTION BY THE CORPORATION OR TO RETURN THE MATTER TO THE BOARD OF DIRECTORS OF THE CORPORATION FOR RECONSIDERATION, WITH REASONS FOR REJECTION AND/OR SUGGESTED CHANGE. NOTWITHSTANDING THE FOREGOING, IN THE CASE OF THE CORPORATION, MVHS SHALL NOT DIRECT ANY ACTION WITH RESPECT TO THE CORPORATION THAT REQUIRES THE APPROVAL OF PFM WITHOUT PRIOR APPROVAL OF SUCH ACTION BY PFM. THE BOARD OF DIRECTORS AND OFFICERS OF THE CORPORATION SHALL NOT IMPLEMENT ANY ACTION REQUIRING THE APPROVAL OF MVHS UNTIL MVHS SHALL HAVE EXERCISED ITS RESERVE POWERS AND COMMUNICATED ITS DETERMINATIONS IN WRITING TO THE CORPORATION'S BOARD OF DIRECTORS AND, IN THE CASE OF ANY POWERS OVER THE CORPORATION THAT ARE ALSO RESERVED TO PFM, TO PFM. RESERVED POWERS TO PARTNERS IN FRANCISCAN MINISTRIES, INC. ("PFM") THE FOLLOWING POWERS SHALL BE RESERVED EXCLUSIVELY TO PFM: (1) TO APPROVE AND INTERPRET THOSE ELEMENTS OF THE CORPORATION'S STATEMENT OF MISSION AND PHILOSOPHY ADOPTED BY THE CORPORATION THAT RELATE TO THE CORPORATION'S STATUS AS A CATHOLIC ORGANIZATION OR THE PURSUIT OF THE CORPORATION'S CATHOLIC MISSION AND PHILOSOPHY, AND ANY AMENDMENTS THEREOF, AND TO REQUIRE THE CORPORATION TO OPERATE IN CONFORMANCE WITH ITS CATHOLIC MISSION AND PHILOSOPHY; THIS POWER SHALL INCLUDE APPROVAL OF THE INDIVIDUAL WHO WILL SERVE IN A POSITION TO OVERSEE MISSION, WHICH POSITION WILL REPORT DIRECTLY TO THE PRESIDENT/CEO AND SHALL NOT BE ELIMINATED WITHOUT THE PRIOR APPROVAL OF PFM. (2) TO APPROVE ANY AMENDMENT OF THE CORPORATION'S PURPOSES OR POWERS IN ITS CERTIFICATE OF INCORPORATION THAT WOULD TERMINATE THE CORPORATION'S STATUS AS A CATHOLIC ORGANIZATION OR DIMINISH ITS COMMITMENT OR ABILITY TO OPERATE IN A MANNER CONSISTENT WITH THE ETHICAL AND RELIGIOUS DIRECTIVES FOR CATHOLIC HEALTHCARE SERVICES; AND (3) TO APPROVE THE SALE, TRANSFER, MORTGAGE, GUARANTY, PLEDGE OR OTHER ALIENATION OF REAL OR PERSONAL PROPERTY OF THE CORPORATION IN EXCESS OF AN AMOUNT TO BE FIXED FROM TIME TO TIME BY THE PFM TO MEET THE REQUIREMENTS OF THE UNITED STATES CONFERENCE OF CATHOLIC BISHOPS. (4) TO APPROVE AND REJECT APPOINTMENTS TO THE PENSION COMMITTEE FOR THE SEMC CHURCH PLAN. (5) TO APPROVE ANY AMENDMENTS OR MODIFICATIONS TO, OR THE TERMINATION OF, THE SEMC CHURCH PLAN; AND (6) TO ELECT OR APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, ONE DIRECTOR OF THE CORPORATION WHO DOES NOT CURRENTLY SERVE ON THE BOARD OF MVHS. |
| FORM 990, PART VI, SECTION A, LINE 7B | RESERVED POWERS TO MOHAWK VALLEY HEALTH SYSTEM ("MVHS"): IN ADDITION TO ALL OTHER RIGHTS AND POWERS OF MEMBERSHIP PRESCRIBED BY NEW YORK LAW, THE CERTIFICATE OF INCORPORATION AND/OR THE BYLAWS OF THE CORPORATION, THE FOLLOWING GOVERNANCE AND MANAGEMENT POWERS SHALL BE DELEGATED TO MVHS TO THE EXTENT PERMITTED BY THE NEW YORK NOT-FOR-PROFIT CORPORATION LAW: (1) EXCEPT AS OTHERWISE SET FORTH HEREIN, TO APPROVE AND INTERPRET THE STATEMENT OF MISSION AND PHILOSOPHY ADOPTED BY THE CORPORATION, TO REQUIRE THAT THE CORPORATION OPERATE IN CONFORMANCE WITH ITS MISSION AND PHILOSOPHY AND TO COORDINATE THE MISSIONS, VISIONS, ACTIVITIES AND RESOURCES OF THE CORPORATION IN ORDER TO PROMOTE HIGH QUALITY, EFFICIENT AND EFFECTIVE HEALTH CARE SERVICES IN ONEIDA COUNTY, NEW YORK, AND SURROUNDING AREAS. NOTWITHSTANDING THE FOREGOING, MVHS SHALL NOT HAVE THE POWER TO APPROVE OR INTERPRET THOSE ELEMENTS OF THE CORPORATION'S MISSION AND PHILOSOPHY THAT RELATE SPECIFICALLY TO ITS STATUS AS A CATHOLIC ORGANIZATION OR THE PURSUIT OF THE CORPORATION'S CATHOLIC MISSION AND PHILOSOPHY; (2) TO ELECT OR APPOINT, FIX THE NUMBER OF, AND REMOVE, WITH OR WITHOUT CAUSE, THE DIRECTORS OF THE CORPORATION, AND TO APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, THE PRESIDENT/CHIEF EXECUTIVE OFFICER OF THE CORPORATION. NOTWITHSTANDING THE FOREGOING, PFM SHALL BE ENTITLED TO APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, THE ONE ADDITIONAL DIRECTOR DESIGNATED BY PFM TO THE CORPORATION'S BOARD OF DIRECTORS; (3) TO AMEND OR REPEAL THE CERTIFICATE AND BYLAWS, AND TO ADOPT ANY NEW OR RESTATED CERTIFICATE OF INCORPORATION OR BYLAWS, OF THE CORPORATION; (4) TO APPROVE ANY PLAN OF MERGER, CONSOLIDATION, DISSOLUTION OR LIQUIDATION OF THE CORPORATION; (5) TO APPROVE THE DEBT OF THE CORPORATION IN EXCESS OF AN AMOUNT TO BE FIXED FROM TIME TO TIME BY MVHS; (6) TO APPROVE THE SALE, ACQUISITION, LEASE, TRANSFER, MORTGAGE, GUARANTEE OR PLEDGE OF REAL OR PERSONAL PROPERTY OF THE CORPORATION IN EXCESS OF AN AMOUNT TO BE FIXED FROM TIME TO TIME BY MVHS. NOTWITHSTANDING THE FOREGOING, THE APPROVAL OF PFM SHALL BE REQUIRED FOR THE SALE, TRANSFER, MORTGAGE, GUARANTEE, PLEDGE OR OTHER ALIENATION OF REAL OR PERSONAL PROPERTY OF THE CORPORATION IN EXCESS OF AN AMOUNT TO BE FIXED FROM TIME TO TIME BY PFM, TO MEET THE REQUIREMENTS OF THE UNITED STATES CONFERENCE OF CATHOLIC BISHOPS; (7) TO APPROVE THE CAPITAL AND OPERATING BUDGETS OF THE CORPORATION; (8) TO APPROVE SETTLEMENTS OF LITIGATION WHEN SUCH SETTLEMENTS EXCEED APPLICABLE INSURANCE COVERAGE OR THE AMOUNT OF ANY APPLICABLE SELF-INSURANCE FUND AVAILABLE TO SUCH CORPORATION; (9) TO APPROVE ANY CORPORATE REORGANIZATION OF THE CORPORATION AND THE ESTABLISHMENT, MERGER, CONSOLIDATION, REORGANIZATION OR DISSOLUTION OF ANY ORGANIZATIONAL RELATIONSHIP OF THE CORPORATION, INCLUDING BUT NOT LIMITED TO SUBSIDIARY CORPORATIONS, PARTNERSHIPS, OR JOINT VENTURES OF THE CORPORATION; (10) TO APPROVE AND COORDINATE THE STRATEGIC PLANS OF THE CORPORATION; (11) TO THE EXTENT APPLICABLE, TO APPROVE ALL CONTRACTS OF REIMBURSEMENT FOR THE CORPORATION FROM GOVERNMENTAL OR PRIVATE THIRD PARTY INSURERS; (12) TO THE EXTENT APPLICABLE, TO APPROVE ALL APPLICATIONS OF THE CORPORATION TO FEDERAL OR STATE GOVERNMENTAL AGENCIES FOR ESTABLISHMENT OR OPERATING LICENSURE, INCLUDING BUT NOT LIMITED TO CERTIFICATE OF NEED APPLICATIONS TO THE NEW YORK STATE DEPARTMENT OF HEALTH AS REQUIRED; (13) TO THE EXTENT APPLICABLE, TO APPROVE MANAGEMENT CONTRACTS FOR THE CORPORATION SUBJECT TO APPROVAL AND/OR REGULATION UNDER THE LAWS AND REGULATIONS OF THE STATE OF NEW YORK; (14) TO APPROVE ANY MATERIAL CHANGE IN THE SERVICES OFFERED BY THE CORPORATION; (15) TO REQUIRE THE CORPORATION TO PARTICIPATE IN ANY AND ALL PROGRAMS AND SERVICES, AS DETERMINED BY MVHS IN ITS DISCRETION, PROVIDED, HOWEVER, THAT MVHS MAY NOT REQUIRE CORPORATION TO PARTICIPATE IN ANY PROGRAM OR SERVICE OR TAKE ANY ACTION THAT WOULD CONSTITUTE A DEFAULT OR EVENT OF DEFAULT UNDER ANY MORTGAGE, INDENTURE OR OTHER MATERIAL AGREEMENT OR INSTRUMENT TO WHICH THE CORPORATION IS A PARTY AND BY WHICH IT IS BOUND, AND MAY NOT REQUIRE THE CORPORATION'S PARTICIPATION IN ANY PROGRAM OR SERVICE WHICH WOULD BE CONTRARY TO ITS STATUS AS A CATHOLIC ORGANIZATION OR THE PURSUIT OF ITS CATHOLIC MISSION OR PHILOSOPHY; AND (16) TO ACCEPT DELEGATIONS OF AUTHORITY ON BEHALF OF THE CORPORATION PURSUANT TO SECTION 701 OF THE NOT-FOR PROFIT CORPORATION LAW AND EXERCISE ON BEHALF OF THE CORPORATION, THE AUTHORITY TO ACCEPT, UTILIZE, TRANSFER AND SHARE IN THE ASSETS, REVENUES AND INCOME OF THE CORPORATION AND TO MAINTAIN A SINGLE CONSOLIDATED SET OF BOOKS AND FINANCIAL RECORDS, AS MAY BE NECESSARY OR DESIRABLE TO CARRY OUT THE OBLIGATIONS OF THE CORPORATION PURSUANT TO ANY MASTER TRUST INDENTURE OR SIMILAR INSTRUMENT AND, PROVIDED, HOWEVER, THAT NO SUCH AUTHORITY SHALL BE ACCEPTED OR EXERCISED EXCEPT PURSUANT TO THE NOT-FOR-PROFIT CORPORATION LAW AND UNTIL ALL APPROVALS REQUIRED BY LAW HAVE FIRST BEEN OBTAINED, INCLUDING, WITHOUT LIMITATION, THE PRIOR APPROVAL OF THE DEPARTMENT OF HEALTH AS MAY BE REQUIRED FOR OBLIGATED GROUP FINANCINGS. FOR THE PURPOSES OF THE FOREGOING, MVHS SHALL HAVE: (I) THE POWER TO INITIATE AND DIRECT ACTION BY THE CORPORATION WITHOUT A PRIOR RECOMMENDATION OF THE CORPORATION'S BOARD OF DIRECTORS; AND (II) THE POWER TO ACCEPT, REJECT OR MODIFY THE RECOMMENDATION OF THE CORPORATION'S BOARD OF DIRECTORS AND TO DIRECT ACTION BY THE CORPORATION OR TO RETURN THE MATTER TO THE BOARD OF DIRECTORS OF THE CORPORATION FOR RECONSIDERATION, WITH REASONS FOR REJECTION AND/OR SUGGESTED CHANGE. NOTWITHSTANDING THE FOREGOING, IN THE CASE OF THE CORPORATION, MVHS SHALL NOT DIRECT ANY ACTION WITH RESPECT TO THE CORPORATION THAT REQUIRES THE APPROVAL OF PFM WITHOUT PRIOR APPROVAL OF SUCH ACTION BY PFM. THE BOARD OF DIRECTORS AND OFFICERS OF THE CORPORATION SHALL NOT IMPLEMENT ANY ACTION REQUIRING THE APPROVAL OF MVHS UNTIL MVHS SHALL HAVE EXERCISED ITS RESERVE POWERS AND COMMUNICATED ITS DETERMINATIONS IN WRITING TO THE CORPORATION'S BOARD OF DIRECTORS AND, IN THE CASE OF ANY POWERS OVER THE CORPORATION THAT ARE ALSO RESERVED TO PFM, TO PFM. RESERVED POWERS TO PARTNERS IN FRANCISCAN MINISTRIES, INC. ("PFM") THE FOLLOWING POWERS SHALL BE RESERVED EXCLUSIVELY TO PFM: (1) TO APPROVE AND INTERPRET THOSE ELEMENTS OF THE CORPORATION'S STATEMENT OF MISSION AND PHILOSOPHY ADOPTED BY THE CORPORATION THAT RELATE TO THE CORPORATION'S STATUS AS A CATHOLIC ORGANIZATION OR THE PURSUIT OF THE CORPORATION'S CATHOLIC MISSION AND PHILOSOPHY, AND ANY AMENDMENTS THEREOF, AND TO REQUIRE THE CORPORATION TO OPERATE IN CONFORMANCE WITH ITS CATHOLIC MISSION AND PHILOSOPHY; THIS POWER SHALL INCLUDE APPROVAL OF THE INDIVIDUAL WHO WILL SERVE IN A POSITION TO OVERSEE MISSION, WHICH POSITION WILL REPORT DIRECTLY TO THE PRESIDENT/CEO AND SHALL NOT BE ELIMINATED WITHOUT THE PRIOR APPROVAL OF PFM. (2) TO APPROVE ANY AMENDMENT OF THE CORPORATION'S PURPOSES OR POWERS IN ITS CERTIFICATE OF INCORPORATION THAT WOULD TERMINATE THE CORPORATION'S STATUS AS A CATHOLIC ORGANIZATION OR DIMINISH ITS COMMITMENT OR ABILITY TO OPERATE IN A MANNER CONSISTENT WITH THE ETHICAL AND RELIGIOUS DIRECTIVES FOR CATHOLIC HEALTHCARE SERVICES; AND (3) TO APPROVE THE SALE, TRANSFER, MORTGAGE, GUARANTY, PLEDGE OR OTHER ALIENATION OF REAL OR PERSONAL PROPERTY OF THE CORPORATION IN EXCESS OF AN AMOUNT TO BE FIXED FROM TIME TO TIME BY THE PFM TO MEET THE REQUIREMENTS OF THE UNITED STATES CONFERENCE OF CATHOLIC BISHOPS. (4) TO APPROVE AND REJECT APPOINTMENTS TO THE PENSION COMMITTEE FOR THE SEMC CHURCH PLAN. (5) TO APPROVE ANY AMENDMENTS OR MODIFICATIONS TO, OR THE TERMINATION OF, THE SEMC CHURCH PLAN; AND (6) TO ELECT OR APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, ONE DIRECTOR OF THE CORPORATION WHO DOES NOT CURRENTLY SERVE ON THE BOARD OF MVHS. |
| FORM 990, PART VI, SECTION B, LINE 11B | INFORMATION IS GATHERED FROM THE ACCOUNTING AND PAYROLL DEPARTMENTS, WHICH IS USED BY THE SENIOR ACCOUNTANT TO PREPARE WORKSHEETS USED TO POPULATE THE FORM 990. MEMBERS OF AN EXTERNAL AUDIT AND TAX FIRM (CURRENTLY FUST CHARLES CHAMBERS LLP) INITIALLY DISCUSS, PREPARE AND REVIEW THE RETURN WITH THE SENIOR ACCOUNTANT. THE SEMC MANAGEMENT TEAM REVIEWS THE DRAFT AND HAS THE OPPORTUNITY TO ASK QUESTIONS AND DISCUSS THE RETURN WITH THE TAX STAFF. AFTER THE MANAGEMENT TEAM'S APPROVAL, THE FORM 990 IS DISTRIBUTED TO THE GOVERNING BODY FOR THEIR REVIEW AND COMMENT PRIOR TO THE FILING OF THE FORM 990. |
| FORM 990, PART VI, SECTION B, LINE 12C | CONFLICT OF INTEREST POLICY: THE PURPOSE OF THE POLICIES AND DIRECTIVES SET OUT IN THIS POLICY STATEMENT IS TO ASSURE THAT THE BUSINESS CONDUCTED BY THE ORGANIZATION IS CONDUCTED FREE FROM THE POSSIBLE INFLUENCE OF CONFLICTS OF INTEREST OF INTERESTED PERSONS. THIS POLICY EXISTS TO PROTECT THE ORGANIZATIONS INTEREST WHEN IT IS CONTEMPLATING ENTERING INTO A TRANSACTION OR ARRANGEMENT THAT MIGHT BENEFIT THE PRIVATE INTEREST OF AN INTERESTED PERSON IN THE ORGANIZATION. INTERESTED PERSONS MAY NOT ENTER INTO ANY EMPLOYMENT TRANSACTION OR OTHER ARRANGEMENT THAT MAY CAUSE OR BE PERCEIVED TO CAUSE A CONFLICT OF INTEREST. INTERESTED PERSONS DUTY TO DISCLOSE SHOULD BE ON-GOING AND MUST REVIEW THIS POLICY ANNUALLY AND COMPLETE THE ACKNOWLEDGEMENT AND DISCLOSURE FORM ANNUALLY. THE COMPLIANCE OFFICER AND/OR THE COMPLIANCE COMMITTEE WILL REVIEW ALL ANNUAL ACKNOWLEDGEMENT AND DISCLOSURE FORMS AND ANY CONFLICTS OR POTENTIAL CONFLICTS IDENTIFIED. WHEN A POTENTIAL CONFLICT IS IDENTIFIED, THE COMPLIANCE OFFICER WILL ENSURE APPROPRIATE ACTIONS ARE TAKEN TO RESOLVE THE CONFLICT. THIS POLICY IS INTENDED TO SUPPLEMENT BUT NOT REPLACE ANY APPLICABLE FEDERAL AND STATE LAWS GOVERNING CONFLICTS OF INTEREST APPLICABLE TO NONPROFIT AND CHARITABLE CORPORATIONS. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE BOARD OF DIRECTORS HAS ESTABLISHED AN EXECUTIVE COMPENSATION COMMITTEE, WHICH IS RESPONSIBLE FOR REVIEWING THE ADEQUACY AND REASONABLENESS OF THE COMPENSATION PAID TO THE PRESIDENT/CEO AND OTHER EMPLOYEES OF THE EXECUTIVE LEADERSHIP TEAM. THE EXECUTIVE LEADERSHIP TEAM CONSISTS OF THE FOLLOWING POSITIONS: - PRESIDENT/CEO - SVP/ CFO - SVP/CNO - SVP/ CIO - SVP/ CHRO - SVP/MARKETING & STRATEGY - SVP/CHIEF LEGAL COUNSEL - SVP/ PHYSICIAN PRACTICES & OPERATIONS - SVP/ CHIEF QUALITY & PATIENT SAFETY OFFICER ON AN ANNUAL BASIS, THE COMMITTEE IS RESPONSIBLE FOR (1) REVIEWING AND RECOMMENDING TO THE BOARD CHAIR THE CEO'S COMPENSATION, INCLUDING SALARY, INCENTIVES, BENEFITS AND OTHER PREREQUISITES, FOR FINAL APPROVAL BY THE BOARD (2) REVIEWING THE COMPENSATION OF ALL OTHER EMPLOYEES OF THE EXECUTIVE LEADERSHIP TEAM, AS RECOMMENDED BY THE CEO. THE ADEQUACY AND REASONABLENESS OF ALL EXECUTIVE COMPENSATION IS ASSESSED THROUGH INDEPENDENT COMPENSATION CONSULTANTS, WHICH CONDUCT MARKET REVIEWS USING BENCHMARKING DATA FOR COMPARABLE POSITIONS IN SIMILARLY SITUATED HOSPITALS. THIS ASSESSMENT IS PROVIDED AND REVIEWED BY THE EXECUTIVE COMPENSATION COMMITTEE ON AN ANNUAL BASIS. THE INDEPENDENCE OF THE COMMITTEE MEMBERS IS REVIEWED AND VERIFIED PRIOR TO THE START OF THE ANNUAL COMPENSATION REVIEW PROCESS. SHOULD A CONFLICT PRESENT, THOSE INDIVIDUALS WITH ACTUAL OR PERCEIVED CONFLICTS ABSTAIN FROM VOTING UNTIL SUCH TIME AS THE CONFLICT CAN BE RESOLVED OR A REPLACEMENT MEMBER INS APPOINTED TO THE COMMITTEE. THE COMMITTEE'S DELIBERATIONS AND DISCUSSIONS ARE GUIDED BY A WRITTEN COMPENSATION PHILOSOPHY AND DOCUMENTED THROUGH WRITTEN MINUTES TAKEN DURING EACH MEETING. THE MINUTES INCLUDE, AMONG OTHER THINGS, THE WRITTEN MATERIALS DISTRIBUTED OR PRESENTED DURING THE MEETING AND THE SPECIFIC DECISIONS TAKEN AT THE MEETING. |
| FORM 990, PART VI, SECTION C, LINE 19 | PUBLIC DISCLOSURE THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. THE ORGANIZATION'S FORM 990 IS POSTED ON WWW.GUIDESTAR.ORG. |
| FORM 990, PART IX, LINE 11G | PROFESSIONAL FEES: PROGRAM SERVICE EXPENSES 35,723,619. MANAGEMENT AND GENERAL EXPENSES 5,589,690. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 41,313,309. SERVICE CONTRACTS: PROGRAM SERVICE EXPENSES 2,788,702. MANAGEMENT AND GENERAL EXPENSES 436,349. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 3,225,051. |
| FORM 990, PART XI, LINE 9: | SEMC CHANGE IN FOUNDATION'S NET ASSETS 5,569. PENSION RELATED CHANGES OTHER OTHER THAN NET PERIODIC PENSION COST 4,801,714. OTHER COMPONENTS OF PERIODIC BENEFIT COST 1,046,456. OTHER CHANGES TO NET ASSETS -51,058. IMPAIRMENT OF LONG LIVED ASSETS -21,540,142. EQUITY TRANSFERS TO/FROM AFFILIATES 27,413,089. |
| FORM 990, PART XII, LINE 2C: | THERE HAS BEEN NO CHANGE IN THE PROCESS BY WHICH THE ORGANIZATION OVERSEES ITS AUDIT OR THE PROCESS BY WHICH THE ORGANIZATION SELECTS ITS INDEPENDENT ACCOUNTANT. |
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