| ORGANIZATION'S MISSION |
FORM 990, PART III, LINE 1 |
(CONTINUED FROM PART III) CATHOLIC HEALTH INITIATIVES, SPONSORED BY A LAY-RELIGIOUS PARTNERSHIP, CALLS TO OTHER CATHOLIC SPONSORS AND SYSTEMS TO UNITE TO ENSURE THE FUTURE OF CATHOLIC HEALTH CARE. TO FULFILL THIS MISSION, THE CORPORATION AND CATHOLIC HEALTH INITIATIVES, AS VALUE-BASED ORGANIZATIONS AND IN PARTNERSHIP WITH LAITY AND OTHERS, WILL ASSURE THE INTEGRITY OF THE MINISTRY IN BOTH CURRENT AND DEVELOPING ORGANIZATIONS AND ACTIVITIES; RESEARCH AND DEVELOP NEW MINISTRIES THAT INTEGRATE HEALTH, EDUCATION, PASTORAL, AND SOCIAL SERVICES; PROMOTE LEADERSHIP DEVELOPMENT THROUGHOUT THE ENTIRE ORGANIZATION; ADVOCATE FOR SYSTEMIC CHANGES WITH SPECIFIC CONCERN FOR PERSONS WHO ARE POOR, ALIENATED, AND UNDERSERVED; AND STEWARD RESOURCES BY GENERAL OVERSIGHT OF THE ENTIRE ORGANIZATION. |
| Delegate broad authority to a committee |
Form 990, Part VI, Section A, Line 1a |
PURSUANT TO SECTION 8.6 OF THE BYLAWS OF MERCY MEDICAL CENTER, THE EXECUTIVE COMMITTEE IS COMPOSED OF THE BOARD CHAIR, THE BOARD VICE CHAIR, THE PRESIDENT AND CEO, EACH OF WHOM SHALL SERVE AS AN EX OFFICIO VOTING MEMBER OF THE EXECUTIVE COMMITTEE, AND TWO VOTING MEMBERS APPOINTED BY THE BOARD OF DIRECTORS. EACH INDIVIDUAL APPOINTED TO THE EXECUTIVE COMMITTEE SHALL SERVE FOR A TERM OF ONE YEAR OR UNTIL HIS OR HER SUCCESSOR IS DULY APPOINTED BY THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE SHALL CONSIST OF ONLY DIRECTORS OF THE CORPORATION. PURSUANT TO SECTION 8.1 OF THE CORPORATION'S BYLAWS, COMMITTEES, SUCH AS THE EXECUTIVE COMMITTEE, THAT ARE GRANTED THE AUTHORITY TO ACT ON BEHALF OF THE BOARD OF DIRECTORS MAY INCLUDE ONLY DIRECTORS OF THE CORPORATION. FURTHER, PURSUANT TO SECTION 8.6 OF THE CORPORATION'S BYLAWS, THE EXECUTIVE COMMITTEE HAS AND MAY EXERCISE SUCH POWERS AS MAY BE DELEGATED TO IT BY THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE ALSO POSSESSES THE POWER TO TRANSACT ROUTINE BUSINESS OF THE CORPORATION IN THE INTERIM PERIOD BETWEEN REGULARLY SCHEDULED MEETINGS OF THE BOARD OF DIRECTORS. |
| Delegation of management duties |
Form 990, Part VI, Section A, Line 3 |
MERCY MEDICAL CENTER, INC. HAS DELEGATED LIMITED CONTROL OVER MANAGEMENT DUTIES FOR CERTAIN HOSPITAL DEPARTMENTS TO THE FOLLOWING MANAGEMENT COMPANIES: PROFESSIONAL MANAGEMENT OF OREGON, LLC, CALIFORNIA EMERGENCY PHYSICIANS, DOUGLAS MEDICAL GROUP, UMPQUA MEDICAL GROUP AND EVERGREEN FAMILY MEDICINE. THE SURGICAL AND EMERGENCY AREAS ARE MANAGED BY THESE MANAGEMENT ORGANIZATIONS. THE MANAGEMENT COMPANIES HAVE THEIR OWN EMPLOYEES THAT THEY HIRE, FIRE AND SUPERVISE. NONE OF MERCY MEDICAL CENTER'S CURRENT OR FORMER OFFICERS, DIRECTORS, ETC. HAVE RECEIVED COMPENSATION FROM THE MANAGEMENT COMPANIES DURING THE 2012 CALENDAR YEAR. |
| Classes of members or stockholders |
Form 990, Part VI, Section A, Line 6 |
ACCORDING TO THE BYLAWS OF MERCY MEDICAL CENTER, INC., THE ENTITY'S SOLE MEMBER IS CATHOLIC HEALTH INITIATIVES, A COLORADO NONPROFIT CORPORATION. |
| Members or stockholders electing members of governing body |
Form 990, Part VI, Section A, Line 7a |
ACCORDING TO THE ORGANIZATION'S BYLAWS, DIRECTORS SHALL BE APPOINTED OR REFUSED BY THE CORPORATE MEMBER. THE CORPORATE MEMBER MAY APPOINT ONE OR MORE INDIVIDUALS TO THE BOARD OF DIRECTORS, AND MAY AT ANY TIME REMOVE, WITH OR WITHOUT CAUSE, ANY MEMBER OF THE BOARD OF DIRECTORS. ACCORDING TO THE ORGANIZATION'S BYLAWS, DIRECTORS OF THE CORPORATION SHALL BE APPOINTED BY THE CORPORATE MEMBER NO LATER THAN JUNE 30 OF EACH YEAR. THE NAMES AND QUALIFICATIONS OF EACH INDIVIDUAL ACCEPTED BY THE BOARD OF DIRECTORS SHALL BE SUBMITTED TO THE CORPORATE MEMBER, WHO SHALL APPOINT OR REFUSE EACH NOMINEE IN ACCORDANCE WITH THE CORPORATE MEMBER'S BYLAWS AND WITH ENDORSEMENT OF THE SENIOR VICE PRESIDENT OF OPERATIONS. THE CORPORATE MEMBER MAY UNILATERALLY APPOINT ONE OR MORE INDIVIDUALS TO THE BOARD OF DIRECTORS SHOULD THE BOARD FAIL TO FURNISH THE CORPORATE MEMBER WITH A LIST OF INDIVIDUALS QUALIFIED TO SERVE ON THE BOARD OF DIRECTORS OF THE CORPORATION. |
| Decisions requiring approval by members or stockholders |
Form 990, Part VI, Section A, Line 7b |
THE ORGANIZATION'S CORPORATE MEMBER IS CATHOLIC HEALTH INITIATIVES ("CHI"). PURSUANT TO SECTION 5.4 OF THE ORGANIZATION'S BYLAWS, BOTH MERCY MEDICAL CENTER, INC.AND CATHOLIC HEALTH INITIATIVES ("CHI") HAVE RESERVED POWERS AS OUTLINED IN THE CHI GOVERNANCE MATRIX. PURSUANT TO THE GOVERNANCE MATRIX THE FOLLOWING RIGHTS ARE HELD BY THE CHI BOARD: *APPROVE MEMBERS OF THE MERCY MEDICAL CENTER, INC. BOARD *AMENDMENT OF THE CORPORATE DOCUMENTS OF THE MERCY MEDICAL CENTER, INC. *APPROVE REMOVAL OF A MEMBER OF THE GOVERNING BODY OF THE MERCY MEDICAL CENTER, INC. *ADOPTION OF LONG RANGE AND STRATEGIC PLANS FOR THE MERCY MEDICAL CENTER, INC. THE FOLLOWING RIGHTS ARE RESERVED TO THE CHI BOARD DIRECTLY OR THROUGH POWERS DELEGATED TO THE CHI CHIEF EXECUTIVE OFFICER: *SUBSTANTIAL CHANGE IN THE MISSION OR PHILOSOPHY OF THE MERCY MEDICAL CENTER, INC. *REMOVAL OF A MEMBER OF THE GOVERNING BODY OF THE MERCY MEDICAL CENTER, INC. *APPROVAL OF ISSUANCE OF DEBT BY MERCY MEDICAL CENTER, INC. *APPROVAL OF PARTICIPATION OF MERCY MEDICAL CENTER, INC. IN A JOINT VENTURE *APPROVAL OF FORMATION OF A NEW CORPORATION BY MERCY MEDICAL CENTER *APPROVAL OF A MERGER INVOLVING THE MERCY MEDICAL CENTER, INC. *APPROVAL OF THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE MERCY MEDICAL CENTER INC. *TO REQUIRE THE TRANSFER OF ASSETS BY THE MERCY MEDICAL CENTER, INC. TO CHI TO ACCOMPLISH CHI'S GOALS AND OBJECTIVES, AND TO SATISFY CHI DEBTS. PURSUANT TO SECTION 5.5.2 OF THE ORGANIZATION'S BYLAWS, CHI MAY, IN EXERCISE OF THEIR APPROVAL POWERS, GRANT OR WITHHOLD APPROVAL IN WHOLE OR IN PART, OR MAY, IN ITS COMPLETE DISCRETION, AFTER CONSULTATION WITH THE BOARD AND ITS PRESIDENT AND THE CHIEF EXECUTIVE OFFICER OF THE ORGANIZATION, RECOMMEND SUCH OTHER OR DIFFERENT ACTIONS AS IT DEEMS APPROPRIATE. |
| Review of form 990 by governing body |
Form 990, Part VI, Section B, Line 11b |
ONCE THE RETURN IS PREPARED, THE RETURN IS REVIEWED BY THE CHIEF FINANCIAL OFFICER AND CONTROLLER. A COPY OF THE DRAFT RETURN IS MADE AVAILABLE TO BOARD MEMBERS THAT WOULD LIKE TO REVIEW IT. SUBSEQUENT TO THE REVIEW BY THE CFO, THE TAX DEPARTMENT FILES THE RETURN WITH THE APPROPRIATE FEDERAL AND STATE AGENCIES, MAKING ANY NON-SUBSTANTIVE CHANGES NECESSARY TO EFFECT E-FILING. ANY SUCH CHANGES ARE NOT RE-SUBMITTED TO THE BOARD. |
| Conflict of interest policy |
Form 990, Part VI, Section B, Line 12c |
THE CONFLICT OF INTEREST POLICY OF MERCY MEDICAL CENTER, INC. (MMC) COVERS ALL DIRECTORS AND OFFICERS WHO HOLD THE TITLE OF VICE PRESIDENT AND ABOVE. THE POLICY APPLIES TO ALL AFFILIATES OF THE CORPORATION AND IS INTENDED TO SUPPLEMENT, BUT NOT REPLACE, ANY APPLICABLE LAWS GOVERNING CONFLICTS OF INTEREST APPLICABLE TO NONPROFIT CORPORATIONS. IF A DIRECTOR OR OFFICER HAS A POTENTIAL OR ACTUAL CONFLICT WITH THE CORPORATION AND/OR ANY OF ITS AFFILIATES, SUCH DIRECTOR OR OFFICER IS DEEMED TO ALSO HAVE A POTENTIAL OR ACTUAL CONFLICT WITH RESPECT TO THE CORPORATION AND ALL OF ITS AFFILIATES. EACH DIRECTOR MUST PROMPTLY AND FULLY REPORT TO THE BOARD CHAIR SITUATIONS THAT MAY CREATE A CONFLICT OF INTEREST WHEN HE OR SHE BECOMES AWARE OF SUCH SITUATIONS. DISCLOSURE MUST BE MADE TO THE CORPORATIONS PRESIDENT AND CEO WHO WILL REPORT SUCH DISCLOSURE TO THE BOARD CHAIR. A WRITTEN RECORD OF THE DISCLOSURE WILL BE MADE. THE CEO SHALL ANNUALLY SEND TO ALL DIRECTORS AND OFFICERS A COPY OF THE CONFLICT OF INTERESTS POLICY AND DISCLOSURE STATEMENT. THE BOARD OF DIRECTORS SHALL CAREFULLY SCRUTINIZE, AND MUST IN GOOD FAITH APPROVE OR DISAPPROVE, ANY TRANSACTION IN WHICH THE CORPORATION AND/OR ANY OF ITS AFFILIATES IS A PARTY, AND IN WHICH ONE OR MORE OF THE CORPORATION'S DIRECTORS OR OFFICERS HAS EITHER A MATERIAL FINANCIAL INTEREST OR IS A DIRECTOR OR OFFICER OF THE OTHER PARTY. BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS, THE BOARD SHALL TAKE WHATEVER ACTION IS DEEMED APPROPRIATE UNDER THE CIRCUMSTANCES WITH RESPECT TO THE DIRECTOR OR OFFICER IN ORDER TO BEST PROTECT THE INTERESTS OF THE CORPORATION, INCLUDING POSSIBLE DISCIPLINARY OR CORRECTIVE ACTION. |
| PROCESS USED TO ESTABLISH COMPENSATION OF TOP MANAGEMENT OFFICIAL |
FORM 990, PART VI, LINE 15A |
THE ORGANIZATION'S CEO'S COMPENSATION IS PAID BY CHI. CHI HAS A DEFINED COMPENSATION PHILOSOPHY. BOTH THE EXECUTIVE AND NON-EXECUTIVE COMPENSATION STRUCTURES AND RANGES ARE REVIEWED ANNUALLY IN COMPARISON TO MARKET DATA. CHI USES THE HAY GROUP AS THE INDEPENDENT THIRD PARTY TO ASSESS EXECUTIVE COMPENSATION PROGRAMS AND TO ENSURE THE REASONABLENESS OF ACTUAL SALARIES AND TOTAL COMPENSATION PACKAGES. COMPENSATION OF THE SENIOR MOST EXECUTIVES IS REVIEWED ANNUALLY. THE HAY GROUP REVIEWS BOTH CASH AND TOTAL COMPENSATION FOR OVERALL REASONABLENESS, FOR ADHERENCE TO CHI'S COMPENSATION PHILOSOPHY, AND FOR COMPARABILITY TO THE NOT-FOR-PROFIT HEALTHCARE MARKET. THIS INDEPENDENT REVIEW IS DELIVERED BY HAY GROUP TO THE HR COMMITTEE OF THE CHI BOARD OF STEWARDSHIP TRUSTEES ANNUALLY AT THEIR SEPTEMBER MEETING AND MINUTES ARE SHARED WITH THE FULL BOARD AT THE DECEMBER MEETING. THE LAST REVIEW WAS SEPTEMBER 17, 2013. IN ADDITION, IN DECEMBER 2009, HAY GROUP COMPLETED A COMPREHENSIVE REVIEW OF ALL POSITIONS AT THE LEVEL OF VICE PRESIDENT AND ABOVE TO DETERMINE AND VALIDATE APPROPRIATE COMPENSATION LEVELS. THESE LEVELS HAVE BEEN REVIEWED ANNUALLY SINCE AND REVISED BASED ON MARKET DATA, WHERE APPLICABLE. |
| Process used to establish compensation of other officers/key employees |
Form 990, Part VI, Section B, Line 15b |
MERCY MEDICAL CENTER, INC ANNUALLY SEEKS COMPARABLE MARKET DATA FOR THEIR VPS FROM AN INDEPENDENT SOURCE. THE DATA IS PRESENTED TO A SUBCOMMITTE OF THE BOARD WHO APPROVES ANY INCREASES FROM A MARKET PERSPECTIVE. INCREASES ARE RECOMMENDED DEPENDING ON THE DATA AND FINANCES. FOR KEY PERSONNEL THAT HAVE EMPLOYMENT CONTRACTS IN PLACE, THE CONTRACT IS FOLLOWED FOR ANY INCREASES (MOST CONTRACTS ARE FOR 3 YRS). CONTRACT RENEWALS ARE APPROVED BY A PHYSICIAN TRANSACTION COMMITTEE. EMPLOYEES THAT HAVE EMPLOYMENT CONTRACTS AREN'T PART OF THE MERIT OR MARKET REVIEW PROCESS. PERSONS ELIGIBLE FOR MERIT INCREASES HAVE AN ANNUAL EVALUATION THAT IS APPROVED BY THE HIGHEST LEVEL OF SENIOR MANAGEMENT. DURING THE TAX YEAR ENDED 6/30/13, CERTAIN OFFICERS, DIRECTORS AND/OR TRUSTEES RECEIVED COMPENSATION FROM RELATED ORGANIZATIONS. ANY EXECUTIVE COMPENSATION PAID TO OFFICERS, DIRECTORS OR TRUSTEES BY RELATED ORGANIZATIONS WAS SET BY THE RELATED ORGANIZATION'S COMPENSATION COMMITTEE UTILIZING BOTH AN INDEPENDENT CONSULTANT AND COMPARABILITY STUDIES TO DETERMINE COMPENSATION. |
| JOINT VENTURE POLICY |
FORM 990, PART VI, LINE 16B |
MERCY MEDICAL CENTER, INC. HAS NOT FORMALLY ADOPTED A WRITTEN POLICY OR WRITTEN PROCEDURE REGARDING JOINT VENTURES. HOWEVER CHI'S SYSTEM-WIDE JOINT VENTURE MODEL OPERATING AGREEMENT INCORPORATES CONTROLS OVER THE VENTURE SUFFICIENT TO ENSURE THAT (1) THE EXEMPT ORGANIZATION AT ALL TIMES RETAINS CONTROL OVER THE VENTURE SUFFICIENT TO ENSURE THAT THE PARTNERSHIP FURTHERS THE EXEMPT PURPOSE OF THE ORGANIZATION; (2) IN ANY PARTNERSHIP IN WHICH THE EXEMPT ORGANIZATION IS A PARTNER, ACHIEVEMENT OF EXEMPT PURPOSES IS PRIORITIZED OVER MAXIMIZATION OF PROFITS FOR THE PARTNERS; (3) THE PARTNERSHIP DOES NOT ENGAGE IN ANY ACTIVITIES THAT WOULD JEOPARDIZE THE EXEMPT ORGANIZATION'S EXEMPTION; (4) RETURNS OF CAPITAL, ALLOCATIONS, AND DISTRIBUTIONS MUST BE MADE IN PROPORTION TO THE PARTNERS' RESPECTIVE OWNERSHIP INTERESTS; AND (5) ALL CONTRACTS ENTERED INTO BY THE PARTNERSHIP WITH THE EXEMPT ORGANIZATION MUST BE AT ARM'S-LENGTH, WITH PRICES SET AT FAIR MARKET VALUE. ANY JOINT VENTURE AGREEMENTS THAT DO NOT CONFORM TO THE MODEL AGREEMENT ARE GENERALLY REVIEWED BY COUNSEL. |
| Governing documents, conflict of interest policy and financial statements available to the public |
Form 990, Part VI, Section C, Line 19 |
THE ORGANIZATION'S FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY AND GOVERNING DOCUMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE ORGANIZATION'S FINANCIAL STATEMENTS ARE INCLUDED IN CATHOLIC HEALTH INITIATIVES' CONSOLIDATED AUDITED FINANCIAL STATEMENTS THAT ARE AVAILABLE AT WWW.CATHOLICHEALTHINIT.ORG OR AT WWW.DACBOND.ORG. |
| Other Expenses |
Form 990, Part IX, Line 11g |
CONTRACT LABOR CLINICAL - TOTAL EXPENSE: 3490960, PROGRAM SERVICE EXPENSE: 3490960, MANAGEMENT AND GENERAL EXPENSES: , FUNDRAISING EXPENSES: ; CONTRACT LABOR NON-CLINICAL - TOTAL EXPENSE: 1404086, PROGRAM SERVICE EXPENSE: 1404086, MANAGEMENT AND GENERAL EXPENSES: , FUNDRAISING EXPENSES: ; MEDICAL DIRECTOR FEES - TOTAL EXPENSE: 592125, PROGRAM SERVICE EXPENSE: 592125, MANAGEMENT AND GENERAL EXPENSES: , FUNDRAISING EXPENSES: ; OTHER PHYSICIAN/ PROF FEES - TOTAL EXPENSE: 2192766, PROGRAM SERVICE EXPENSE: 2192766, MANAGEMENT AND GENERAL EXPENSES: , FUNDRAISING EXPENSES: ; CHI CLINICAL ENGINEERING FEES - TOTAL EXPENSE: 2440498, PROGRAM SERVICE EXPENSE: 2440498, MANAGEMENT AND GENERAL EXPENSES: , FUNDRAISING EXPENSES: ; CONTRACT SERVICES INTRACOMPANY - TOTAL EXPENSE: 916584, PROGRAM SERVICE EXPENSE: 916584, MANAGEMENT AND GENERAL EXPENSES: , FUNDRAISING EXPENSES: ; CONTRACT SERVICES COLLECTION FEES - TOTAL EXPENSE: 1162049, PROGRAM SERVICE EXPENSE: 1162049, MANAGEMENT AND GENERAL EXPENSES: , FUNDRAISING EXPENSES: ; PURCHASED SERVICE INTRACOMPANY - TOTAL EXPENSE: 45117, PROGRAM SERVICE EXPENSE: 45117, MANAGEMENT AND GENERAL EXPENSES: , FUNDRAISING EXPENSES: ; CONSULTING - TOTAL EXPENSE: 135116, PROGRAM SERVICE EXPENSE: 108457, MANAGEMENT AND GENERAL EXPENSES: 26659, FUNDRAISING EXPENSES: ; OTHER SERVICES - TOTAL EXPENSE: 3093689, PROGRAM SERVICE EXPENSE: 3078694, MANAGEMENT AND GENERAL EXPENSES: 14995, FUNDRAISING EXPENSES: ; |
| Other changes in net assets or fund balances |
Form 990 , Part XI, Line 9 |
CAPITAL RESOURCE POOL CONTRIBUTION - -2197320; CHI CONNECT DEPRECIATION - 146501; |
Attach to Form 990 or 990-EZ.