Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2014
Open to Public Inspection
Name of the organization
PARKVIEW HEALTH SYSTEM INC
Employer identification number
35-1972384
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
6
7
8
9
10
11
a
b
c
d
e
f
Enter the number of supported organizations
..............
5
g
Provide the following information about the supported organization(s).
(i)Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section
(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)
PARKVIEW HOSPITAL INC
350868085
Yes
109,661,702
0
(B)
HUNTINGTON MEMORIAL HOSPITAL INC
351970706
Yes
8,022,000
0
(C)
WHITLEY MEMORIAL HOSPITAL INC
351967665
Yes
7,417,000
0
(D)
COMMUNITY HOSPITAL OF NOBLE COUNTY INC
352089183
Yes
8,589,000
0
(E)
COMMUNITY HOSPITAL OF LAGRANGE COUNTY INC
202401676
Yes
4,750,000
0
Total 5
138,439,702
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2014
Page 2
Schedule A (Form 990 or 990-EZ) 2014
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2010
(b) 2011
(c) 2012
(d) 2013
(e) 2014
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
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.
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2010
(b) 2011
(c) 2012
(d) 2013
(e) 2014
(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.
12
12
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,
check this box and stop here........................................
Section C. Computation of Public Support Percentage
14
14
15
15
16a
b
17a
b
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2014
Page 3
Schedule A (Form 990 or 990-EZ) 2014
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2010
(b) 2011
(c) 2012
(d) 2013
(e) 2014
(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.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2010
(b) 2011
(c) 2012
(d) 2013
(e) 2014
(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 in 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.)..
14
Section C. Computation of Public Support Percentage
15
15
16
16
Section D. Computation of Investment Income Percentage
17
17
18
18
19a
b
20
Schedule A (Form 990 or 990-EZ) 2014
Page 4
Schedule A (Form 990 or 990-EZ) 2014
Page 4
Part IV
Supporting Organizations
(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B.
If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)
Section A. All Supporting Organizations
Yes
No
1
Are all of the organization’s supported organizations listed by name in the organization’s governing documents? If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose, describe the designation. If historic and continuing relationship, explain.
1
Yes
2
Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was
described in section 509(a)(1) or (2).
2
No
3a
Did the organization have a supported organization described in section 501(c)(4), (5), or (6)?
If "Yes," answer (b) and (c) below.
3a
No
b
Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the
public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the
determination.
3b
c
Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes?
If "Yes," explain in Part VI what controls the organization put in place to ensure such use.
3c
4a
Was any supported organization not organized in the United States ("foreign supported organization")?
If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.
4a
No
b
Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported
organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or
supervised by or in connection with its supported organizations.
4b
c
Did the organization support any foreign supported organization that does not have an IRS determination under sections
501(c)(3) and 509(a)(1) or (2)?
If “Yes,” explain in Part VI what controls the organization used to ensure that all support to
the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.
4c
5a
Did the organization add, substitute, or remove any supported organizations during the tax year?
If “Yes,” answer (b) and
(c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported
organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the
organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by
amendment to the organizing document).
5a
No
b
Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the
organization's organizing document?
5b
c
Substitutions only. Was the substitution the result of an event beyond the organization's control?
5c
6
Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other
than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its
supported organizations; or (c) other supporting organizations that also support or benefit one or more of the filing
organization’s supported organizations?
If “Yes,” provide detail in Part VI.
6
No
7
Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in
IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a
substantial contributor?
If “Yes,” complete Part I of Schedule L (Form 990) .
7
No
8
Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7?
If “Yes,” complete Part II of Schedule L (Form 990).
8
No
9a
Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as
defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))?
If “Yes,” provide detail in Part VI.
9a
No
b
Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting
organization had an interest?
If “Yes,” provide detail in Part VI.
9b
No
c
Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets
in which the supporting organization also had an interest?
If “Yes,” provide detail in Part VI.
9c
No
10a
Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain
Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)?
If “Yes,” answer b below.
10a
No
b
Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine
whether the organization had excess business holdings).
10b
Schedule A (Form 990 or 990-EZ) 2014
Page 5
Schedule A (Form 990 or 990-EZ) 2014
Page 5
Part IV
Supporting Organizations (continued)
Yes
No
11
Has the organization accepted a gift or contribution from any of the following persons?
a
A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?
11a
No
b
A family member of a person described in (a) above?
11b
No
c
A 35% controlled entity of a person described in (a) or (b) above?
If “Yes” to a, b, or c, provide detail in Part VI.
11c
No
Section B. Type I Supporting Organizations
Yes
No
1
Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or
elect at least a majority of the organization’s directors or trustees at all times during the tax year?
If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or
trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such
powers during the tax year.
1
2
Did the organization operate for the benefit of any supported organization other than the supported organization(s) that
operated, supervised, or controlled the supporting organization?
If “Yes,” explain in Part VI how providing such benefit
carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting
organization.
2
Section C. Type II Supporting Organizations
Yes
No
1
Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of
each of the organization’s supported organization(s)?
If “No,” describe in Part VI how control or management of the
supporting organization was vested in the same persons that controlled or managed the supported organization(s).
1
Section D. All Type III Supporting Organizations
Yes
No
1
Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s
tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the
Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization’s governing
documents in effect on the date of notification, to the extent not previously provided?
1
Yes
2
Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s)
or (ii) serving on the governing body of a supported organization?
If "No," explain in Part VI how the organization
maintained a close and continuous working relationship with the supported organization(s).
2
Yes
3
By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the
organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax
year?
If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.
3
Yes
Section E. Type III Functionally-Integrated Supporting Organizations
1
Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):
a
b
c
2
Activities Test. Answer (a) and (b) below.
Yes
No
a
Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported
organization(s) to which the organization was responsive?
If "Yes," then in Part VI identify those supported
organizations and explain how these activities directly furthered their exempt purposes, how the organization was
responsive to those supported organizations, and how the organization determined that these activities constituted
substantially all of its activities.
2a
b
Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the
organization’s supported organization(s) would have been engaged in?
If "Yes," explain in Part VI the reasons for the
organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s
involvement.
2b
3
Parent of Supported Organizations. Answer (a) and (b) below.
a
Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of
the supported organizations?
Provide details in Part VI.
3a
Yes
b
Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its
supported organizations?
If "Yes," describe in Part VI the role played by the organization in this regard.
3b
Yes
Schedule A (Form 990 or 990-EZ) 2014
Page 6
Schedule A (Form 990 or 990-EZ) 2014
Page 6
Part V – Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations
1
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 1-1/2% 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 .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
7
Schedule A (Form 990 or 990-EZ) 2014
Page 7
Schedule A (Form 990 or 990-EZ) 2014
Page 7
Section D - Distributions
Current Year
1
Amounts paid to supported organizations to accomplish exempt purposes
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3
Administrative expenses paid to accomplish exempt purposes of supported organizations
6
Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9
Distributable amount for 2014 from Section C, line 6
10
Line 8 amount divided by Line 9 amount
Section E - Distribution Allocations (see instructions)
(i) Excess Distributions
(ii) Underdistributions Pre-2014
(iii) Distributable Amount for 2014
1
Distributable amount for 2014 from Section C, line 6
2
Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions)
3
Excess distributions carryover, if any, to 2014:
a
From 2009.......X
b
From 2010.......X
c
From 2011.......X
d
From 2012.......X
e
From 2013.......
fTotal of lines 3a through e
g
Applied to underdistributions of prior years
h
Applied to 2014 distributable amount
i
Carryover from 2009 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2014 from Section D, line 7:
$
a
Applied to underdistributions of prior years
b
Applied to 2014 distributable amount
c
Remainder. Subtract lines 4a and 4b from 4.
5
Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6
Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2015. Add lines 3j and 4c.
8
Breakdown of line 7:
a
From 2010.......X
b
From 2011.......X
c
From 2012.......X
d
From 2013.......
e
From 2014.......
Schedule A (Form 990 or 990-EZ) (2014)
Page 8
Schedule A (Form 990 or 990-EZ) 2014
Page 8
Part VI
Supplemental Information.
Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Return Reference
Explanation
PART IV, SECTION D, LINE 3:
EXHIBIT A-1 OF PARKVIEW HOSPITAL, INC.'S GOVERNING DOCUMENTS STATE THE FOLLOWING: REQUIRED FINANCIAL RATIOS PARKVIEW HEALTH SYSTEM, INC. IN CONNECTION WITH, AND AS PART OF, THE NETWORK AFFILIATION AGREEMENT ENTERED INTO BY AND BETWEEN PARKVIEW HEALTH SYSTEM, INC. AND PARKVIEW HOSPITAL, INC., PARKVIEW HOSPITAL, INC. (AND ANY OTHER ORGANIZATION WHICH BECOMES A MEMBER OF THE OBLIGATED GROUP, AS DEFINED IN THE MASTER TRUST INDENTURE) HAS AGREED TO MAINTAIN CERTAIN FINANCIAL RATIOS, AS LISTED BELOW, AT A LEVEL NOT BELOW THAT OF THE MEDIAN VALUE OF STANDARD & POOR'S A+ RATED HOSPITALS AND, FOR THE LONG-TERM DEBT TO ASSETS, RATIO AT A LEVEL NOT TO EXCEED 50%. THE MAINTENANCE OF EACH OF THESE FINANCIAL RATIOS IS BEING REQUIRED TO PROVIDE A LEVEL OF ASSURANCE THAT THE FINANCIAL VIABILITY OF PARKVIEW HOSPITAL, INC. IS NOT JEOPARDIZED THROUGH THE TRANSFER OF INVESTMENT ASSETS (FROM PARKVIEW HOSPITAL, INC. TO PARKVIEW HEALTH SYSTEM, INC.) WHICH MAY BE REQUIRED TO CAPITALIZE THE OPERATIONS AND OTHER FINANCIAL NEEDS OF PARKVIEW HEALTH SYSTEM, INC. THESE REQUIRED FINANCIAL RATIOS SHALL BE ANNUALLY CALCULATED BASED UPON THE AUDITED FINANCIAL STATEMENTS OF PARKVIEW HEALTH SYSTEM, INC., AS PRESENTED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AND SHALL BE COMPARED TO THE MEDIAN VALUE OF STANDARD & POOR'S A+ RATED HOSPITALS (OR SUCH OTHER RATING AFFORDED PARKVIEW HEALTH SYSTEM, INC. BY STANDARD & POOR'S) FOR THE LATEST YEAR IN WHICH SUCH INFORMATION IS AVAILABLE AS PROVIDED BY THE CENTER FOR HEALTHCARE INDUSTRY PERFORMANCE STUDIES, HEALTH CARE INVESTMENT ANALYSTS, INC. OR SUCH OTHER SIMILAR OUTSIDE REPORTING SERVICE. THE REQUIRED FINANCIAL RATIOS ARE DEFINED AS FOLLOWS: INDICATOR & MATHEMATICAL DEFINITION DAYS CASH ON HAND: CASH AND CASH EQUIVALENTS PLUS BOARD DESIGNATED FUNDS PLUS INVESTMENTS(TOTAL EXPENSES LESS DEPRECIATION)/365 "CUSHION RATIO": CASH AND CASH EQUIVALENTS PLUS BOARD DESIGNATED FUNDS PLUS INVESTMENTS MAXIMUM ANNUAL DEBT SERVICE ON FIXED RATE DEBT LONG-TERM DEBT TO ASSETS: TOTAL LONG-TERM DEBT (EXCLUDING CURRENT PORTION)LESS PRINCIPAL AMOUNT OF THE VARIABLE RATE DEBT UNRESTRICTED NET ASSETS DEBT SERVICE COVERAGE: NET INCOME PLUS DEPRECIATION AND AMORTIZATION PLUS INTEREST EXPENSE PRINCIPAL PAYMENTS (EXCLUDING ANY EARLY REDEMPTION OF PRINCIPAL) PLUS INTEREST EXPENSE THE LONG-TERM DEBT TO ASSETS RATIO HAS BEEN ESTABLISHED AT NOT TO EXCEED 50% INSTEAD OF COMPARISON TO STANDARD & POOR'S A+ RATING. ANNUALLY (BUT NO LATER THAN 60 DAYS AFTER THE COMPLETION OF THE ANNUAL AUDIT BUT NO LATER THAN 150 DAYS AFTER THE CLOSE OF THE FISCAL YEAR), THE CHIEF FINANCIAL OFFICER (OR SUCH OTHER DESIGNEE) OF PARKVIEW HOSPITAL, INC. SHALL CERTIFY THAT THE REQUIRED FINANCIAL RATIOS, AS INDICATED ABOVE, HAVE BEEN MET FOR THE LATEST FISCAL YEAR THEN ENDED, ALL IN A LETTER SUBSTANTIALLY SIMILAR TO THE FORM ATTACHED HERETO. THIS ANNUAL TEST DOES NOT RELIEVE PH FROM THE REQUIREMENT OF REPORTING A NON-COMPLIANCE WITH ANY OF THE RATIOS AS SOON AS SUCH A CONDITION IS KNOWN. HOWEVER, IN THE EVENT THAT ANY ONE OF THE FINANCIAL RATIOS FALLS BELOW THE ESTABLISHED STANDARD, PH SHALL INITIATE ANY CORRECTIVE ACTION AS MAY BE REQUIRED TO MEET ANY SUCH REQUIRED FINANCIAL RATIO BASED ON THE REPORT OF AN INDEPENDENT CONSULTANT WHO HAS BEEN SO ENGAGED TO PROVIDE RECOMMENDATIONS ON SUCH ACTIONS. PH WILL BE CONSIDERED IN DEFAULT OF MEETING ITS OBLIGATIONS UNDER THIS COVENANT IF IT FAILS TO INITIATE CORRECTIVE ACTIONS IN THE TIMEFRAME AND SCOPE SPECIFIED BY THE CONSULTANT. IN THE CASE OF AN UNCURED DEFAULT, PVH WILL HAVE THE OPTION TO REMOVE ALL OR A PORTION OF ALL PH AUTHORITY OVER HOSPITAL ASSETS AND TO RECLAIM ANY ASSETS UNDER PH CONTROL THAT HAD ORIGINALLY BEEN FUNDED BY PARKVIEW HOSPITAL. IT SHOULD BE NOTED THAT THE RATING PROCESS TAKES INTO ACCOUNT SEVERAL QUALITATIVE FACTORS SUCH AS COMPETITION, INSTITUTIONAL CHARACTERISTICS AND ECONOMIC TRENDS, AND THAT THE BASIS OF THE COMPUTATION OR THE RELATIVE VALUE OF THE RATIOS COULD CHANGE. ACCORDINGLY, THE RELATIONSHIP BETWEEN THE REQUIRED FINANCIAL RATIOS FOR PARKVIEW HOSPITAL, INC. AND OTHER HEALTH CARE PROVIDERS MAY NOT ALWAYS BE OBVIOUS, AND THE BASIS OF COMPARISON COULD REQUIRE CHANGE IN THE FUTURE IN THE EVENT THAT THE STANDARD & POOR'S RATING CATEGORIES ARE CHANGED, OR SOME OTHER EVENT OCCURS WHICH IS NOW NOT CONTEMPLATED.
PART IV, SECTION E, LINE 3A:
PARKVIEW HEALTH SYSTEM, INC. IS THE SOLE MEMBER OF THE ORGANIZATION'S SUPPORTED ORGANIZATIONS PARKVIEW HOSPITAL, INC.; COMMUNITY HOSPITAL OF LAGRANGE COUNTY, INC.; COMMUNITY HOSPITAL OF NOBLE COUNTY, INC.; HUNTINGTON MEMORIAL HOSPITAL, INC.; AND WHITLEY MEMORIAL HOSPITAL, INC. THE CORPORATE MEMBER SHALL HAVE THE FOLLOWING RESERVED POWERS FOR PARKVIEW HOSPITAL, INC. AS DEFINED IN THE NETWORK AGREEMENT: (A) APPOINT DIRECTORS (INCLUDING APPOINTMENTS TO FILL A VACANCY) AND INITIATE THE REMOVAL AND REMOVE ANY DIRECTOR OF THE CORPORATION, WITH CAUSE, PROVIDED CONSIDERATION IS GIVEN TO RECOMMENDATIONS OF THE BOARD REGARDING SUCH APPOINTMENT OR REMOVAL, IF ANY ARE SO MADE; (B) APPOINT (INCLUDING APPOINTMENTS TO FILL A VACANCY) AND INITIATE THE REMOVAL AND THE CHIEF OPERATING OFFICE OF THE CORPORATION, WITH OR WITHOUT CAUSE, PROVIDED CONSIDERATION IS GIVEN TO RECOMMENDATIONS OF THE BOARD REGARDING SUCH APPOINTMENT OR REMOVAL, IF ANY ARE SO MADE; (C) APPROVE AND ADOPT THE STRATEGIC PLAN FOR THE CORPORATION AND ITS AFFILIATES, INCLUDING ANY INDIVIDUAL INITIATIVES OR ARRANGEMENTS, SUCH AS A NEW SERVICE OR CONTRACTUAL ARRANGEMENT, DEEMED BY THE CORPORATE MEMBER TO BE OF STRATEGIC IMPORTANCE TO THE CORPORATION OR ITS AFFILIATES AND DIRECT AND MONITOR COMPLIANCE WITH SUCH PLANS, INITIATIVES AND ARRANGEMENTS; (D) UPON RECOMMENDATIONS OF THE CORPORATION, THE CORPORATE MEMBER SHALL APPROVE AND ADOPT THE CAPITAL AND OPERATING BUDGETS OF THE CORPORATION AND ITS AFFILIATES; (E) APPROVE THE INCURRENCE OF ANY DEBT PROPOSED BY THE CORPORATION, INCLUDING THE ISSUANCE OF BONDS BY THE CORPORATION AND ITS AFFILIATES, AND REQUIRE THE INCURRENCE OF DEBT BY THE CORPORATION AND ITS AFFILIATES; (F) APPROVE THE TRANSFER OF ASSETS BY THE CORPORATION AND ITS AFFILIATES, INCLUDING TRANSFERS OF REAL PROPERTY, PERSONAL PROPERTY, CASH, STOCK OR OTHER TANGIBLE OR INTANGIBLE ASSETS, UNLESS OTHERWISE IDENTIFIED IN PREVIOUSLY APPROVED STRATEGIC PLANS, INITIATIVES, ARRANGEMENTS, OR BUDGETS. ANY ASSET TRANSFER OR CAPITAL CONTRIBUTION FROM THE CORPORATION SHALL BE SUBJECT TO ANY AND ALL RESTRICTIONS SET FORTH IN EXHIBIT A-1 OF THE BYLAWS. (G) REQUIRE AND DIRECT TRANSFER OF ASSETS BY THE CORPORATION OR ITS AFFILIATES, PROVIDED THAT APPROVAL OF THE BOARD IS ALSO REQUIRED IF THE TRANSFER INVOLVES A TRANSFER OR SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION OR WOULD PREVENT THE CORPORATION FROM OPERATING AN ACUTE CARE HOSPITAL IN THE COMMUNITY. SUCH RIGHT BY THE CORPORATE MEMBER TO DIRECT THE TRANSFER OF ASSETS SHALL NOT INCLUDE ANY TRANSFER WHICH WOULD CAUSE THE CORPORATION TO BE PUT INTO A FINANCIALLY VULNERABLE POSITION AS AN ONGOING CONCERN, NOR SHALL ANY SUCH TRANSFER CAUSE THE CORPORATION TO VIOLATE THE TERMS AND CONDITIONS OF ANY GIFTS, BEQUESTS, BOND COVENANTS, OR RESTRICTIONS SET FORTH IN THIS LIST. FURTHER, FOR PURPOSES OF THIS SECTION, BOARD APPROVAL SHALL NOT BE REQUIRED FOR PARTICIPATION IN A MASTER TRUST INDENTURE, POOLED FINANCING OR ANY OTHER KIND OF DEBT INSTRUMENT, BORROWING OR GUARANTY OBLIGATING CORPORATION ASSETS; (H) APPROVE PARTICIPATION (INCLUDING THE EXERCISE OF RENEWAL OPTIONS) BY THE CORPORATION AND ITS AFFILIATES IN NETWORKS, AFFILIATIONS, JOINT VENTURES, PARTNERSHIPS, MERGERS, OR ACQUISITIONS AND REQUIRE PARTICIPATION BY THE CORPORATION AND ITS AFFILIATES IN SUCH ARRANGEMENTS; (I) APPROVE DECISIONS OF THE CORPORATION AND ITS AFFILIATES TO PARTICIPATE (INCLUDING THE EXERCISE OF RENEWAL OPTIONS) IN MANAGED CARE OR OTHER HEALTH CARE SERVICES PURCHASING ARRANGEMENTS AND REQUIRE PARTICIPATION BY THE CORPORATION AND ITS AFFILIATES IN SUCH HEALTH CARE SERVICE PURCHASING ARRANGEMENTS; (J) DEVELOP AND REQUIRE ADOPTION OF MINIMUM MEDICAL STAFF QUALITY ASSURANCE AND UTILIZATION REVIEW STANDARDS, CRITERIA AND PROCEDURES FOR THE CORPORATION AND ITS AFFILIATES IN CONSULTATION WITH THE CORPORATION; (K) APPROVE ANY ACTION OF THE CORPORATION OR AN AFFILIATE TO CHANGE THE HOSPITAL FROM A GENERAL, ACUTE CARE COMMUNITY HOSPITAL OR TO CLOSE THE HOSPITAL; AND (L) APPROVE ANY AMENDMENT TO THE BYLAWS OR THE ARTICLES OF INCORPORATION OF THE CORPORATION, AND THE ARTICLES AND BYLAWS OF ANY NEWLY CREATED AFFILIATE AND REQUIRE AMENDMENT OF THESE GOVERNING DOCUMENTS AS NECESSARY OR ADVISABLE TO RESOLVE SIGNIFICANT ETHICAL ISSUES, TO MAINTAIN JCAHO ACCREDITATION, TAX-EXEMPT STATUS, PARTICIPATION IN MEDICARE/MEDICAID OR TO PREVENT SIGNIFICANT ADVERSE LEGAL OR FINANCIAL EFFECTS TO THE CORPORATION OR THE SYSTEM, EXCEPT THAT THERE CAN BE NO AMENDMENT TO THE RESERVED POWERS LISTED IN SECTIONS (G) AND (K) OF THIS LIST WITHOUT THE CONSENT OF THE CORPORATION. THE CORPORATE MEMBER SHALL DEVELOP POLICIES FOR THE IMPLEMENTATION OF THE RESERVED POWERS, INCLUDING MATERIALITY POLICIES REGARDING MATTERS SUBJECT TO REVIEW. THE CORPORATE MEMBER SHALL HAVE THE FOLLOWING RESERVED POWERS FOR COMMUNITY HOSPITAL OF LAGRANGE COUNTY, INC. AND COMMUNITY HOSPITAL OF NOBLE COUNTY, INC. AS DEFINED IN THE NETWORK AGREEMENT: (A) APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, MEMBERS OF THE BOARD SUBJECT TO THE COMPOSITION REQUIREMENTS REGARDING COMMUNITY AND PHYSICIAN REPRESENTATION SET FORTH IN ARTICLE V, SECTION 2; (B) APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, THE CHAIR AND VICE CHAIR OF THE BOARD AND THE PRESIDENT OF THE CORPORATION; (C) APPROVE AND/OR REQUIRE THE ADOPTION OF AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (D) APPROVE AND/OR REQUIRE THE ESTABLISHMENT, ACQUISITION, DIVESTITURE, DISSOLUTION, CLOSURE, MERGER, CONSOLIDATION, CHANGE IN CORPORATE MEMBERSHIP, AFFILIATION OR CORPORATE REORGANIZATION OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (E) APPROVE AND ADOPT THE STRATEGIC PLAN AND ANY AMENDMENTS THERETO FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (F) APPROVE AND/OR REQUIRE THE INCURRENCE OF ANY DEBT, INCLUDING THE ISSUANCE OF ANY BONDS, PROPOSED BY THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; (G) APPROVE AND/OR REQUIRE THE APPROVAL OF CONTRACTS OR LOANS OBLIGATING THE CORPORATION TO EXPEND OR REPAY AN AMOUNT IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; (H) APPROVE AND/OR REQUIRE THE SALE, LEASE, EXCHANGE, MORTGAGE, PLEDGE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF PROPERTY AND ASSETS OF THE CORPORATION IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; (I) APPROVE AND ADOPT THE CAPITAL BUDGET, OPERATING BUDGET, FINANCIAL PLANS AND ANY AMENDMENTS THERETO FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE TO THE CORPORATION; (J) APPROVE AND/OR REQUIRE THE ADOPTION OF A MANAGED CARE POLICY FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION, INCLUDING NETWORK PARTICIPATION, PARTICIPATION IN ANY MANAGED CARE AGREEMENT AND PARTICIPATION IN ANY OTHER HEALTH CARE SERVICE ARRANGEMENTS; (K) APPOINT AND REMOVE AUDITORS, ATTORNEYS AND OTHER PROFESSIONAL ADVISORS FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (L) DEVELOP, APPROVE AND/OR REQUIRE THE ADOPTION OF MEDICAL STAFF QUALITY ASSURANCE STANDARDS, UTILIZATION REVIEW STANDARDS, CRITERIA, POLICIES AND PROCEDURES FOR THE CORPORATION AND ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION; (M) APPROVE AND/OR REQUIRE THE ADOPTION OF ANY ACTION TO CHANGE THE CORPORATION FROM A GENERAL, ACUTE CARE COMMUNITY HOSPITAL OR TO CLOSE THE CORPORATION'S CURRENT LOCATION; (N) APPROVE EACH ANNUAL LIST OF PROPOSED DONEES AND AMOUNTS OF DONATIONS OR GRANTS NOT INCLUDED IN THE ANNUAL BUDGET, AND MAKE PROPOSALS TO DEVIATE THEREFROM THROUGHOUT EACH YEAR IN EXCESS OF LIMITS SPECIFIED IN THE POLICY OF THE CORPORATE MEMBER; AND (O) APPROVE AND/OR REQUIRE THE ADOPTION OF ANY ACTION THAT IS INCONSISTENT WITH THE POLICY OF THE CORPORATE MEMBER.
PART IV, SECTION E, LINE 3A CONT'D:
THE CORPORATE MEMBER SHALL HAVE THE FOLLOWING RESERVED POWERS FOR HUNTINGTON MEMORIAL HOSPITAL, INC. AS DEFINED IN THE NETWORK AGREEMENT: (A) APPOINT DIRECTORS (INCLUDING APPOINTMENTS TO FILL A VACANCY) AND INITIATE THE REMOVAL AND REMOVE ANY DIRECTOR OF THE CORPORATION, WITH CAUSE, PROVIDED CONSIDERATION IS GIVEN TO RECOMMENDATIONS OF THE BOARD REGARDING SUCH APPOINTMENT OR REMOVAL, IF ANY ARE SO MADE; (B) APPOINT (INCLUDING APPOINTMENTS TO FILL A VACANCY) AND INITIATE THE REMOVAL AND REMOVE THE PRESIDENT OF THE CORPORATION, WITH OR WITHOUT CAUSE, PROVIDED CONSIDERATION IS GIVEN TO RECOMMENDATIONS OF THE BOARD REGARDING SUCH APPOINTMENT OR REMOVAL, IF ANY ARE SO MADE; (C) APPROVE AND ADOPT THE STRATEGIC PLAN FOR THE CORPORATION AND ITS AFFILIATES, INCLUDING ANY INDIVIDUAL INITIATIVES OR ARRANGEMENTS, SUCH AS A NEW SERVICE OR CONTRACTUAL ARRANGEMENT, DEEMED BY THE CORPORATE MEMBER TO BE OF STRATEGIC IMPORTANCE TO THE CORPORATION OR ITS AFFILIATES AND DIRECT AND MONITOR COMPLIANCE WITH SUCH PLANS, INITIATIVES, AND ARRANGEMENTS; (D) APPROVE AND ADOPT THE CAPITAL AND OPERATING BUDGETS OF THE CORPORATION AND ITS AFFILIATES; (E) APPROVE THE INCURRENCE OF ANY DEBT PROPOSED BY THE CORPORATION, INCLUDING THE ISSUANCE OF BONDS, BY THE CORPORATION AND ITS AFFILIATES AND REQUIRE THE INCURRENCE OF DEBT BY THE CORPORATION AND ITS AFFILIATES; (F) APPROVE THE TRANSFER OF ASSETS BY THE CORPORATION AND ITS AFFILIATES, INCLUDING TRANSFERS OF REAL PROPERTY, PERSONAL PROPERTY, CASH, STOCK OR OTHER TANGIBLE OR INTANGIBLE ASSETS, UNLESS OTHERWISE IDENTIFIED IN PREVIOUSLY APPROVED STRATEGIC PLANS, INITIATIVES, ARRANGEMENTS OR BUDGETS; (G) REQUIRE AND DIRECT THE TRANSFER OF ASSETS BY THE CORPORATION OR ITS AFFILIATES, PROVIDED THAT APPROVAL OF THE BOARD IS ALSO REQUIRED IF THE TRANSFER INVOLVES A TRANSFER OR SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION OR WOULD PREVENT THE CORPORATION FROM OPERATING AN ACUTE CARE HOSPITAL IN THE COMMUNITY. FOR PURPOSES OF THIS SECTION, BOARD APPROVAL SHALL NOT BE REQUIRED FOR PARTICIPATION IN A MASTER TRUST INDENTURE, POOLED FINANCING OR ANY OTHER KIND OF DEBT INSTRUMENT, BORROWING OR GUARANTY OBLIGATING CORPORATION'S ASSETS; (H) APPROVE PARTICIPATION (INCLUDING THE EXERCISE OF RENEWAL OPTIONS) BY THE CORPORATION AND ITS AFFILIATES IN NETWORKS, AFFILIATIONS, JOINT VENTURES, PARTNERSHIPS, MERGERS OR ACQUISITIONS AND REQUIRE PARTICIPATION BY THE CORPORATION AND ITS AFFILIATES IN SUCH ARRANGEMENTS; (I) APPROVE DECISIONS OF THE CORPORATION AND ITS AFFILIATES TO PARTICIPATE (INCLUDING THE EXERCISE OF RENEWAL OPTIONS) IN MANAGED CARE OR OTHER HEALTH CARE SERVICE PURCHASING ARRANGEMENTS AND REQUIRE PARTICIPATION BY THE CORPORATION AND ITS AFFILIATES IN SUCH HEALTH CARE SERVICE PURCHASING ARRANGEMENTS; (J) DEVELOP AND REQUIRE ADOPTION OF MINIMUM MEDICAL STAFF QUALITY ASSURANCE AND UTILIZATION REVIEW STANDARDS, CRITERIA AND PROCEDURES FOR THE CORPORATION AND ITS AFFILIATES IN CONSULTATION WITH THE CORPORATION; (K) APPROVE ANY ACTION OF THE CORPORATION OR AN AFFILIATE TO CHANGE THE HOSPITAL FROM A GENERAL, ACUTE CARE COMMUNITY HOSPITAL OR TO CLOSE THE HOSPITAL; AND (L) APPROVE ANY AMENDMENT TO THE BYLAWS OR THE ARTICLES OF INCORPORATION OF THE CORPORATION, AND THE ARTICLES AND BYLAWS OF ANY NEWLY CREATED AFFILIATE AND REQUIRE AMENDMENT OF THESE GOVERNING DOCUMENTS AS NECESSARY OR ADVISABLE TO RESOLVE SIGNIFICANT ETHICAL ISSUES; TO MAINTAIN JCAHO ACCREDITATION, TAX-EXEMPT STATUS, PARTICIPATION IN MEDICARE/MEDICAID OR TO PREVENT SIGNIFICANT ADVERSE LEGAL OR FINANCIAL EFFECTS TO THE CORPORATION OR SYSTEM, EXCEPT THAT THERE CAN BE NO AMENDMENT TO THE RESERVED POWERS LISTED IN SECTIONS (G) AND (K) OF THIS LIST OR THE REQUIREMENT THAT APPOINTED DIRECTORS CAN BE REPRESENTATIVES OF HUNTINGTON COUNTY, AS DESCRIBED IN ARTICLE V, SECTIONS 2 AND 10 OF BYLAWS WITHOUT THE CONSENT OF THE CORPORATION. THE CORPORATE MEMBER SHALL DEVELOP POLICIES FOR THE IMPLEMENTATION OF THE RESERVED POWERS, INCLUDING MATERIALITY POLICIES REGARDING MATTERS SUBJECT TO REVIEW. THE CORPORATE MEMBER SHALL HAVE THE FOLLOWING RESERVED POWERS FOR WHITLEY MEMORIAL HOSPITAL, INC. AS DEFINED IN THE NETWORK AGREEMENT: (A) APPOINT DIRECTORS (INCLUDING APPOINTMENTS TO FILL A VACANCY) AND INITIATE THE REMOVAL AND REMOVE ANY DIRECTOR OF THE CORPORATION, WITH CAUSE, PROVIDED CONSIDERATION IS GIVEN TO RECOMMENDATIONS OF THE BOARD REGARDING SUCH APPOINTMENT OR REMOVAL, IF ANY ARE SO MADE; (B) APPOINT (INCLUDING APPOINTMENTS TO FILL A VACANCY) AND INITIATE THE REMOVAL AND REMOVE THE PRESIDENT OF THE CORPORATION, WITH OR WITHOUT CAUSE, PROVIDED CONSIDERATION IS GIVEN TO RECOMMENDATIONS OF THE BOARD REGARDING SUCH APPOINTMENT OR REMOVAL, IF ANY ARE SO MADE; (C) APPROVE AND ADOPT THE STRATEGIC PLAN FOR THE CORPORATION AND ITS AFFILIATES, INCLUDING ANY INDIVIDUAL INITIATIVES OR ARRANGEMENTS, SUCH AS A NEW SERVICE OR CONTRACTUAL ARRANGEMENT, DEEMED BY THE CORPORATE MEMBER TO BE OF STRATEGIC IMPORTANCE TO THE CORPORATION AND DIRECT AND MONITOR COMPLIANCE WITH SUCH PLANS, INITIATIVES AND ARRANGEMENTS; (D) APPROVE AND ADOPT THE CAPITAL AND OPERATING BUDGETS OF THE CORPORATION AND ITS AFFILIATES; (E) APPROVE THE INCURRENCE OF ANY DEBT PROPOSED BY THE CORPORATION, INCLUDING THE ISSUANCE OF BONDS, BY THE CORPORATION AND ITS AFFILIATES AND REQUIRE THE INCURRENCE OF DEBT BY THE CORPORATION AND ITS AFFILIATES; (F) APPROVE THOSE TRANSFERS OF ASSETS BY THE CORPORATION AND ITS AFFILIATES, INCLUDING TRANSFERS OF REAL PROPERTY, PERSONAL PROPERTY, CASH, STOCK OR OTHER TANGIBLE OR INTANGIBLE ASSETS, UNLESS OTHERWISE IDENTIFIED IN PREVIOUSLY APPROVED STRATEGIC PLANS, INITIATIVES, ARRANGEMENTS, OR BUDGETS; (G) REQUIRE AND DIRECT THE TRANSFER OF ASSETS BY THE CORPORATION OR ITS AFFILIATES, PROVIDED THAT APPROVAL OF THE BOARD IS ALSO REQUIRED IF THE TRANSFER INVOLVES A TRANSFER OR SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION OR WOULD PREVENT THE CORPORATION FROM OPERATING AN ACUTE CARE HOSPITAL IN THE COMMUNITY. FURTHER, THE CORPORATE MEMBER COVENANTS NOT TO DIRECT THE TRANSFER OF THE CORPORATION'S REAL ESTATE AND IMPROVEMENTS TRANSFERRED TO THE CORPORATION PURSUANT TO, OR OTHERWISE COVERED BY, THE JOINT ACTION OF THE BOARD OF DIRECTORS OF THE PARKVIEW WHITLEY HOSPITAL, THE WHITLEY COUNTY COMMISSIONERS, AND THE WHITLEY COUNTY COUNCIL WITHOUT THE CONSENT OF THE CORPORATION'S BOARD AND THE COUNTY COMMISSIONERS. FOR PURPOSES OF THIS SECTION, BOARD APPROVAL SHALL NOT BE REQUIRED FOR PARTICIPATION IN A MASTER TRUST INDENTURE, POOLED FINANCING OR ANY OTHER KIND OF DEBT INSTRUMENT, BORROWING OR GUARANTY OBLIGATING CORPORATION ASSETS; (H) APPROVE PARTICIPATION (INCLUDING THE EXERCISE OF RENEWAL OPTIONS) BY THE CORPORATION AND ITS AFFILIATES IN NETWORKS, AFFILIATIONS, JOINT VENTURES, PARTNERSHIPS, MERGERS OR ACQUISITIONS AND REQUIRE PARTICIPATION BY THE CORPORATION AND ITS AFFILIATES IN SUCH ARRANGEMENTS; (I) APPROVE DECISIONS OF THE CORPORATION AND ITS AFFILIATES TO PARTICIPATE (INCLUDING THE EXERCISE OF RENEWAL OPTIONS) IN MANAGED CARE OR OTHER HEALTH CARE SERVICE PURCHASING ARRANGEMENTS AND REQUIRED PARTICIPATION BY THE CORPORATION AND ITS AFFILIATES IN SUCH HEALTH CARE SERVICE PURCHASING ARRANGEMENTS; (J) DEVELOP AND REQUIRE ADOPTION OF MINIMUM MEDICAL STAFF QUALITY ASSURANCE AND UTILIZATION REVIEW STANDARDS, CRITERIA AND PROCEDURES FOR THE CORPORATION AND ITS AFFILIATES IN CONSULTATION WITH THE CORPORATION; (K) APPROVE ANY ACTION OF THE CORPORATION OR AN AFFILIATE TO CHANGE THE HOSPITAL FROM A GENERAL, ACUTE CARE COMMUNITY HOSPITAL OR TO CLOSE THE HOSPITAL; AND (L) APPROVE ANY AMENDMENT TO THE BYLAWS OR THE ARTICLES OF INCORPORATION OF THE CORPORATION, AND THE ARTICLE AND BYLAWS OF ANY NEWLY CREATED AFFILIATE AND REQUIRE AMENDMENT OF THESE GOVERNING DOCUMENTS AS NECESSARY OR ADVISABLE TO RESOLVE SIGNIFICANT ETHICAL ISSUES; TO MAINTAIN JCAHO ACCREDITATION, TAX-EXEMPT STATUS, PARTICIPATION IN MEDICARE/MEDICAID OR TO PREVENT SIGNIFICANT ADVERSE LEGAL OR FINANCIAL EFFECTS TO THE CORPORATION OR SYSTEM, EXCEPT THAT THERE CAN BE NO AMENDMENT TO THE RESERVED POWERS LISTED IN SECTIONS (G) AND (K) OF THIS EXHIBIT A OR THE REQUIREMENT THAT ELECTED DIRECTORS BE REPRESENTATIVE OF WHITLEY COUNTY, AS DESCRIBED IN ARTICLE V, SECTIONS 2 AND 10 OF THESE BYLAWS WITHOUT THE CONSENT OF THE CORPORATION, AND THERE CAN BE NO AMENDMENT TO ARTICLE XI, SECTION 3(E) OF THE BYLAWS WITHOUT THE CONSENT OF THE COUNTY COMMISSIONERS. THE CORPORATE MEMBER SHALL DEVELOP POLICIES FOR THE IMPLEMENTATION OF THE RESERVED POWERS, INCLUDING MATERIALITY POLICIES REGARDING MATTERS SUBJECT TO REVIEW.
PART IV, SECTION E, LINE 3B:
SEE EXPLANATION FOR FORM 990, SCHEDULE A, PART IV, SECTION E, LINE 3A
Attach to Form 990 or Form 990-EZ.