| FORM 990, PART VI, SECTION A, LINE 6 |
DESCRIPTION OF MEMBERSHIP: THE ORGANIZATION HAS THREE CLASSES OF MEMBERSHIP: INSTITUTIONAL, ASSOCIATE, AND AFFILIATE. INSTITUTIONAL MEMBERS ARE ENTITLED TO VOTE UPON ANY PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION OR OTHER MATTERS THAT REQUIRE A VOTE OF THE MEMBERSHIP, AND THEY ARE ENTITLED TO RECEIVE A SHARE OF THE ORGANIZATION'S NET ASSETS UPON THE ORGANIZATION'S DISSOLUTION. INSTITUTIONAL MEMBERS DO NOT HAVE THE RIGHT TO ELECT OR APPOINT BOARD MEMBERS OR OTHERWISE PARTICIPATE IN THE ORGANIZATION'S GOVERNANCE. ASSOCIATE AND AFFILIATE MEMBERS HAVE NO RIGHTS RELATED TO VOTING, GOVERNANCE, OR RECEIPT OF ASSETS FROM THE ORGANIZATION. |
| FORM 990, PART VI, SECTION B, LINE 11 |
FORM 990 REVIEW PROCEDURES: THE ORGANIZATION'S FORM 990 IS PREPARED BY AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM. THE COMPLETED FORM 990 IS REVIEWED IN THREE STAGES PRIOR TO ITS FILING. THE FIRST REVIEW IS CONDUCTED BY THE CORPORATE FINANCE STAFF. THE SECOND REVIEW IS PERFORMED BY THE CHIEF FINANCIAL OFFICER. THE FINAL REVIEW IS PERFORMED BY THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES. THE BOARD OF TRUSTEES FORMALLY DELEGATED RESPONSIBILITY FOR REVIEW OF FORM 990 TO THE AUDIT COMMITTEE. EACH MEMBER OF THE AUDIT COMMITTEE RECEIVES A COPY OF THE COMPLETE FINAL FORM 990 TO REVIEW PRIOR TO ITS FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C |
CONFLICT OF INTEREST POLICY PROCEDURES: THE ORGANIZATION HAS WRITTEN CONFLICT OF INTEREST POLICIES COVERING ALL EMPLOYEES AND MEMBERS OF THE BOARD OF TRUSTEES. THE POLICIES REQUIRE EMPLOYEES AND BOARD MEMBERS TO DISCLOSE ACTUAL AND POTENTIAL CONFLICTS AND REFRAIN FROM PARTICIPATING IN MATTERS RELATED TO THE CONFLICT. ON AN ANNUAL BASIS, ALL EMPLOYEES AND BOARD MEMBERS ARE REQUIRED TO COMPLETE A WRITTEN CONFLICT OF INTEREST DISCLOSURE STATEMENT. THE DISCLOSURE STATEMENTS ARE REVIEWED BY EXECUTIVE MANAGEMENT AND THE AUDIT COMMITTEE. THE POLICIES CONTAIN ESCALATION PROCEDURES FOR REVIEWING POTENTIAL CONFLICTS THAT INVOLVE INDEPENDENT LEGAL COUNSEL, BOARD LEADERSHIP, AND THE AUDIT COMMITTEE. |
| FORM 990, PART VI, SECTION B, LINE 15 |
COMPENSATION PROCEDURES: A COMPENSATION COMMITTEE MADE UP OF INDEPENDENT MEMBERS OF THE BOARD OF TRUSTEES OVERSEES AND DETERMINES COMPENSATION FOR THE PRESIDENT (OFFICER), EXECUTIVE VP (OFFICER), CHIEF FINANCIAL OFFICER (OFFICER), CHIEF OPERATING OFFICER (OFFICER), AND EXECUTIVE VP/CEO-NSHC & NORMET (HIGHLY COMPENSATED), USING THE FOLLOWING PROCESS. THE COMPENSATION COMMITTEE USES AN INDEPENDENT COMPENSATION CONSULTING FIRM TO ASSIST IT IN DEVELOPING AND MAINTAINING THE COMPENSATION PHILOSOPHY AND TO DETERMINE THE APPROPRIATE BENCHMARKS FOR TOTAL COMPENSATION FOR EACH POSITION. ON AN ANNUAL BASIS, THE COMPENSATION CONSULTANT OBTAINS COMPARATIVE COMPENSATION DATA FOR EACH POSITION BASED ON THE COMPENSATION PHILOSOPHY AND ESTABLISHED BENCHMARKS. THE PRESIDENT CONDUCTS AN ANNUAL PERFORMANCE REVIEW FOR THE CHIEF FINANCIAL OFFICER, CHIEF OPERATING OFFICER AND EXECUTIVE VICE PRESIDENTS AND PROVIDES A RECOMMENDATION FOR COMPENSATION TO THE COMPENSATION COMMITTEE UTILIZING THE COMPARATIVE COMPENSATION DATA PROVIDED BY THE COMPENSATION CONSULTANT. THE COMPENSATION COMMITTEE REVIEWS THE PRESIDENT'S RECOMMENDATIONS AND HAS FINAL APPROVAL OVER COMPENSATION. THE COMPENSATION COMMITTEE CONDUCTS AN ANNUAL PERFORMANCE REVIEW FOR THE PRESIDENT AND DETERMINES THE PRESIDENT'S COMPENSATION UTILIZING THE COMPARATIVE COMPENSATION DATA PROVIDED BY THE COMPENSATION CONSULTANT. DECISIONS AFFECTING COMPENSATION AND THE BASIS FOR THOSE DECISIONS ARE DOCUMENTED BY THE COMPENSATION COMMITTEE AT THE CONCLUSION OF ITS MEETING. |
| FORM 990, PART VI, SECTION C, LINE 19 |
AVAILABILITY TO PUBLIC OF GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS: THE ORGANIZATION DOES NOT MAKE THESE DOCUMENTS AVAILABLE TO THE PUBLIC EXCEPT TO THE EXTENT INFORMATION FROM THESE IS INCLUDED IN THE FORM 990. |
| FORM 990, PART VII, SECTION A, LINE 1A, COLUMN B |
KEVIN DAHILL IS EMPLOYED BY THE HEALTHCARE ASSOCIATION OF NEW YORK STATE, INC. (HANYS). HANYS PROVIDES EMPLOYEES AND MANAGEMENT STAFF, INCLUDING MR. DAHILL, TO THE NASSAU-SUFFOLK HOSPITAL COUNCIL (NSHC) AND THE NORTHERN METROPOLITAN HOSPITAL ASSOCIATION (NMHA) PURSUANT TO SEPARATE MANAGEMENT AND STAFFING AGREEMENTS BETWEEN HANYS AND EACH ORGANIZATION. MR. DAHILL SERVES AS THE PRESIDENT OF NSHC AND NMHA UNDER THE AGREEMENTS WITH HANYS AND DEVOTES APPROXIMATELY 50 HOURS PER WEEK TO THESE ROLES. HANYS PAYS ALL COMPENSATION AND FRINGE BENEFIT COSTS FOR MR. DAHILL AND OTHER STAFF PROVIDED TO NSHC AND NMHA. AS COMPENSATION FOR THE MANAGEMENT AND STAFFING SERVICES PROVIDED BY HANYS, NSHC AND NMHA PAY HANYS FOR THE COST OF THE SALARY AND FRINGE BENEFITS OF THE EMPLOYEES AND MANAGEMENT STAFF PROVIDED BY HANYS TO NSHC AND NMHA. |
| FORM 990, PART IX, LINE 11G |
OTHER PROFESSIONAL AND CONSULTING FEES 1,843,032. |
| FORM 990, PART XI, LINE 9: |
POST-RETIREMENT BENEFIT ADJUSTMENT 142,147. SUBSIDIARY DIVIDENDS 3,633,220. CHANGE IN EQUITY OF HANYS SERVICES, INC. 325,479. |
| FORM 990, PART XII, LINE 2C |
IN ACCORDANCE WITH THE ORGANIZATION'S BYLAWS, THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES IS RESPONSIBLE FOR THE OVERSIGHT OF THE ANNUAL AUDIT OF FINANCIAL STATEMENTS AND THE APPOINTMENT OF THE INDEPENDENT ACCOUNTANT. THE AUDIT COMMITTEE'S OVERSIGHT PROCESS HAS NOT CHANGED FROM PRIOR YEAR. |
| FORM 990, PART VI, SECTION A, LINE 1A |
THE ORGANIZATION'S BOARD OF TRUSTEES HAS DELEGATED AUTHORITY TO ACT ON ITS BEHALF TO AN EXECUTIVE COMMITTEE IN ACCORDANCE WITH THE ORGANIZATIONAL BYLAWS. THE EXECUTIVE COMMITTEE CONSISTS OF THE FOLLOWING MEMBERS OF THE BOARD OF TRUSTEES: CHAIRMAN, CHAIRMAN-ELECT, THE IMMEDIATE PAST CHAIRMAN, SECRETARY, TREASURER, AND NO LESS THAN FIVE TRUSTEES APPOINTED BY THE CHAIRMAN. THE EXECUTIVE COMMITTEE HAS THE AUTHORITY, BETWEEN MEETINGS OF THE BOARD OF TRUSTEES, TO EXERCISE AND MAINTAIN ON BEHALF OF THE ORGANIZATION ALL POWERS OF THE BOARD TO THE EXTENT PERMITTED BY LAW. THE EXECUTIVE COMMITTEE'S RESPONSIBILITIES INCLUDE PROVIDING STRATEGIC AND OPERATIONAL GUIDANCE TO THE ORGANIZATION, PREPARING AND SUBMITTING AN ANNUAL BUDGET TO THE BOARD, AND SUPERVISING INVESTING OF FUNDS SUBJECT TO APPROVAL BY THE BOARD. ALL ACTIONS TAKEN BY THE EXECUTIVE COMMITTEE ARE REPORTED TO THE BOARD AT THE FIRST MEETING THEREAFTER. |
Attach to Form 990 or 990-EZ.