TY 2015 Form 990 Schedule O

efile Public Visual Render ObjectId: 201623179349300227 - Submission: 2016-11-12 TIN: 15-0532245

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public
Inspection

Name of the organization

ST ELIZABETH MEDICAL CENTER

Employer identification number

15-0532245

Return Reference	Explanation
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 11	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 FIRST, EACH BOARD OF TRUSTEE MEMBER, THE PRESIDENT/CEO, CHIEF OPERATING OFFICER, AND EACH VICE PRESIDENT COMPLETE AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE. THE RESULTS OF THE QUESTIONNAIRE ARE REVIEWED BY THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES WHICH IDENTIFIES ANY POTENTIAL CONFLICTS. AS PART OF THE POLICY, BOARD MEMBERS THAT HAVE A CONFLICT ARE UNABLE TO VOTE WHEN A SUBJECT THAT THEY HAVE A CONFLICT OF INTEREST IN COMES UP FOR A VOTE AT A BOARD MEETING. BOARD MEMBERS ARE NOT ALLOWED TO BE INVOLVED IN THE DISCUSSIONS RELATED TO THE ISSUE OTHER THAN TO MAKE A BRIEF COMMENT. STINCE 2010, THE MEDICAL CENTER BEGAN TO REQUIRE ALL DEPARTMENT MANAGERS TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE ON AN ANNUAL BASIS. SINCE 2010, ALL MEMBERS OF THE MEDICAL STAFF ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE ONCE EVERY TWO YEARS, AS PART OF THE CREDENTIALING PROCESS. FOR ALL OTHER EMPLOYEES, A POLICY IS IN PLACE AS PART OF THE COMPLIANCE PLAN THAT REQUIRES EMPLOYEES TO DISCLOSE ANY CONFLICT OF INTEREST TO THEIR SUPERVISOR. THE SUPERVISOR IS THEN REQUIRED TO DISCLOSE THE INFORMATION TO THE COMPLIANCE OFFICER. BOARD MEMBERS OF SUBSIDIARIES ARE ALSO REQUIRED TO COMPLETE CONFLICT OF INTEREST QUESTIONNAIRES.
FORM 990, PART VI, SECTION B, LINE 15	COMPENSATION POLICY THE BOARD OF DIRECTORS HAS ESTABLISHED AN EXECUTIVE COMPENSATION COMMITTEE THAT IS COMPOSED OF THE CHAIRPERSON AND AT LEAST FOUR (4) ADDITIONAL DIRECTORS RECOMMENDED BY THE CHAIRPERSON AND APPROVED BY THE BOARD. ALL MEMBERS OF THE EXECUTIVE COMPENSATION COMMITTEE SHALL BE "INDEPENDENT DIRECTORS" AS THAT TERM IS DEFINED IN SECTION 4958 OF THE INTERNAL REVENUE CODE AND SUPPORTING REGULATIONS. IN THE EVENT THAT THE CHAIRPERSON IS NOT AN "INDEPENDENT DIRECTOR", THE BOARD SHALL APPOINT ANOTHER INDEPENDENT DIRECTOR TO SERVE IN THE PLACE OF THE CHAIRPERSON. THE PRESIDENT/CEO MAY SERVE AS AN ADVISOR TO THE COMMITTEE AS LONG AS HE OR SHE IS EXCUSED WHEN THE COMMITTEE IS REVIEWING THE CEO'S COMPENSATION PACKAGE. THE EXECUTIVE COMPENSATION COMMITTEE IS APPOINTED TO DISCHARGE THE DUTY OF THE BOARD TO FULFILL ITS OVERSIGHT RESPONSIBILITY IN DETERMINING THE ADEQUACY AND REASONABLENESS OF THE COMPENSATION PAID TO THE PRESIDENT/CEO AND OTHER EMPLOYEES OR INDIVIDUALS THAT THE COMMITTEE BELIEVES ARE IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER THE AFFAIRS OF THE CORPORATION, OR ITS AFFILIATES OR SUBSIDIARIES, ALL AS OUTLINED IN SECTION 4958 OF THE INTERNAL REVENUE CODE AND SUPPORTING REGULATIONS ("DISQUALIFIED PERSONS"). THE COMMITTEE: (1). ESTABLISHES, MONITORS, REVIEWS AND REVISES, AT LEAST ANNUALLY, PERFORMANCE GUIDELINES FOR THE CEO; (2). ASSISTS THE BOARD IN ASSESSING AND EVALUATING THE CEO'S PERFORMANCE; (3). REVIEWS AND RECOMMENDS TO THE FULL BOARD THE CEO'S COMPENSATION, INCLUDING SALARY, INCENTIVES, BENEFITS AND OTHER PERQUISITES; (4). REGULARLY ESTABLISHES, REVIEWS AND MONITORS SUCCESSION PLANS (INCLUDING EMERGENCY SUCCESSION PLANS) FOR ALL KEY MANAGEMENT PERSONNEL; (5). AT LEAST ANNUALLY, REVIEWS EXECUTIVE COMPENSATION TO ENSURE THAT IT IS APPROPRIATE IN VIEW OF CORPORATION'S TAX-EXEMPT STATUS AND TAKES THE REQUIRED STEPS TO ESTABLISH A "REBUTTABLE PRESUMPTION OF REASONABLENESS" [UNDER I.R.C. SECTION 4958] OF THE EXECUTIVE COMPENSATION, WHICH MAY INCLUDE EVALUATING: A. THE COMPENSATION PAID BY SIMILAR ORGANIZATIONS, BOTH EXEMPT AND TAXABLE, FOR EQUIVALENT POSITIONS IN THE SAME OR SIMILAR COMMUNITY OR GEOGRAPHIC AREA; B. THE UNIQUENESS OF THE PERSON'S BACKGROUND, EDUCATION, TRAINING, EXPERIENCE, AND RESPONSIBILITIES; C. THE SIZE AND COMPLEXITY OF THE CORPORATION'S INCOME AND ASSETS AND THE NUMBER OF CORPORATIONS EMPLOYEES; D. CEO'S JOB PERFORMANCE; E. RELATIONSHIP OF THE CEO'S COMPENSATION TO THE COMPENSATION PAID TO CORPORATION'S OTHER EMPLOYEES; AND F. THE NUMBER OF HOURS THE CEO SPENDS PERFORMING HIS OR HER JOB. (6). REVIEW AND APPROVE THE COMPENSATION PACKAGE OF THE CHIEF OPERATING, MEDICAL, NURSING AND FINANCIAL OFFICERS, AS RECOMMENDED BY THE CEO. THE COMMITTEE IS PROVIDED SUCH RESOURCES AND AUTHORITY AS IT DEEMS APPROPRIATE TO DISCHARGE ITS DUTIES AND RESPONSIBILITIES, INCLUDING THE AUTHORITY TO DIRECTLY SELECT, ENGAGE AND SUPERVISE ANY CONSULTANT, ACCOUNTANT, LEGAL COUNSEL OR OTHER ADVISOR HIRED BY THE CORPORATION TO ADVISE THE COMMITTEE ON EXECUTIVE COMPENSATION AND RELATED MATTERS. IN CARRYING OUT ITS RESPONSIBILITIES, THE COMMITTEE MAY RELY UPON REASONED, WRITTEN OPINIONS OF CONSULTANTS AND/OR LEGAL COUNSEL.
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 VII, LINE 1A	SEMC DOES NOT COMPENSATE THE BOARD OF TRUSTEES FOR THEIR SERVICES AS BOARD MEMBERS. ANY COMPENSATION PAID TO BOARD MEMBERS IS NOT RELATED TO BOARD MEMBER'S SERVICE TO THE BOARD.
FORM 990, PART XI, LINE 9:	PENSION RELATED CHANGES 270,191. NET CHANGE IN FOUNDATION NET ASSETS -468,253.
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.

Return Reference

Explanation

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

FORM 990, PART VI, SECTION B, LINE 11

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 FIRST, EACH BOARD OF TRUSTEE MEMBER, THE PRESIDENT/CEO, CHIEF OPERATING OFFICER, AND EACH VICE PRESIDENT COMPLETE AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE. THE RESULTS OF THE QUESTIONNAIRE ARE REVIEWED BY THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES WHICH IDENTIFIES ANY POTENTIAL CONFLICTS. AS PART OF THE POLICY, BOARD MEMBERS THAT HAVE A CONFLICT ARE UNABLE TO VOTE WHEN A SUBJECT THAT THEY HAVE A CONFLICT OF INTEREST IN COMES UP FOR A VOTE AT A BOARD MEETING. BOARD MEMBERS ARE NOT ALLOWED TO BE INVOLVED IN THE DISCUSSIONS RELATED TO THE ISSUE OTHER THAN TO MAKE A BRIEF COMMENT. STINCE 2010, THE MEDICAL CENTER BEGAN TO REQUIRE ALL DEPARTMENT MANAGERS TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE ON AN ANNUAL BASIS. SINCE 2010, ALL MEMBERS OF THE MEDICAL STAFF ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE ONCE EVERY TWO YEARS, AS PART OF THE CREDENTIALING PROCESS. FOR ALL OTHER EMPLOYEES, A POLICY IS IN PLACE AS PART OF THE COMPLIANCE PLAN THAT REQUIRES EMPLOYEES TO DISCLOSE ANY CONFLICT OF INTEREST TO THEIR SUPERVISOR. THE SUPERVISOR IS THEN REQUIRED TO DISCLOSE THE INFORMATION TO THE COMPLIANCE OFFICER. BOARD MEMBERS OF SUBSIDIARIES ARE ALSO REQUIRED TO COMPLETE CONFLICT OF INTEREST QUESTIONNAIRES.

FORM 990, PART VI, SECTION B, LINE 15

COMPENSATION POLICY THE BOARD OF DIRECTORS HAS ESTABLISHED AN EXECUTIVE COMPENSATION COMMITTEE THAT IS COMPOSED OF THE CHAIRPERSON AND AT LEAST FOUR (4) ADDITIONAL DIRECTORS RECOMMENDED BY THE CHAIRPERSON AND APPROVED BY THE BOARD. ALL MEMBERS OF THE EXECUTIVE COMPENSATION COMMITTEE SHALL BE "INDEPENDENT DIRECTORS" AS THAT TERM IS DEFINED IN SECTION 4958 OF THE INTERNAL REVENUE CODE AND SUPPORTING REGULATIONS. IN THE EVENT THAT THE CHAIRPERSON IS NOT AN "INDEPENDENT DIRECTOR", THE BOARD SHALL APPOINT ANOTHER INDEPENDENT DIRECTOR TO SERVE IN THE PLACE OF THE CHAIRPERSON. THE PRESIDENT/CEO MAY SERVE AS AN ADVISOR TO THE COMMITTEE AS LONG AS HE OR SHE IS EXCUSED WHEN THE COMMITTEE IS REVIEWING THE CEO'S COMPENSATION PACKAGE. THE EXECUTIVE COMPENSATION COMMITTEE IS APPOINTED TO DISCHARGE THE DUTY OF THE BOARD TO FULFILL ITS OVERSIGHT RESPONSIBILITY IN DETERMINING THE ADEQUACY AND REASONABLENESS OF THE COMPENSATION PAID TO THE PRESIDENT/CEO AND OTHER EMPLOYEES OR INDIVIDUALS THAT THE COMMITTEE BELIEVES ARE IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER THE AFFAIRS OF THE CORPORATION, OR ITS AFFILIATES OR SUBSIDIARIES, ALL AS OUTLINED IN SECTION 4958 OF THE INTERNAL REVENUE CODE AND SUPPORTING REGULATIONS ("DISQUALIFIED PERSONS"). THE COMMITTEE: (1). ESTABLISHES, MONITORS, REVIEWS AND REVISES, AT LEAST ANNUALLY, PERFORMANCE GUIDELINES FOR THE CEO; (2). ASSISTS THE BOARD IN ASSESSING AND EVALUATING THE CEO'S PERFORMANCE; (3). REVIEWS AND RECOMMENDS TO THE FULL BOARD THE CEO'S COMPENSATION, INCLUDING SALARY, INCENTIVES, BENEFITS AND OTHER PERQUISITES; (4). REGULARLY ESTABLISHES, REVIEWS AND MONITORS SUCCESSION PLANS (INCLUDING EMERGENCY SUCCESSION PLANS) FOR ALL KEY MANAGEMENT PERSONNEL; (5). AT LEAST ANNUALLY, REVIEWS EXECUTIVE COMPENSATION TO ENSURE THAT IT IS APPROPRIATE IN VIEW OF CORPORATION'S TAX-EXEMPT STATUS AND TAKES THE REQUIRED STEPS TO ESTABLISH A "REBUTTABLE PRESUMPTION OF REASONABLENESS" [UNDER I.R.C. SECTION 4958] OF THE EXECUTIVE COMPENSATION, WHICH MAY INCLUDE EVALUATING: A. THE COMPENSATION PAID BY SIMILAR ORGANIZATIONS, BOTH EXEMPT AND TAXABLE, FOR EQUIVALENT POSITIONS IN THE SAME OR SIMILAR COMMUNITY OR GEOGRAPHIC AREA; B. THE UNIQUENESS OF THE PERSON'S BACKGROUND, EDUCATION, TRAINING, EXPERIENCE, AND RESPONSIBILITIES; C. THE SIZE AND COMPLEXITY OF THE CORPORATION'S INCOME AND ASSETS AND THE NUMBER OF CORPORATIONS EMPLOYEES; D. CEO'S JOB PERFORMANCE; E. RELATIONSHIP OF THE CEO'S COMPENSATION TO THE COMPENSATION PAID TO CORPORATION'S OTHER EMPLOYEES; AND F. THE NUMBER OF HOURS THE CEO SPENDS PERFORMING HIS OR HER JOB. (6). REVIEW AND APPROVE THE COMPENSATION PACKAGE OF THE CHIEF OPERATING, MEDICAL, NURSING AND FINANCIAL OFFICERS, AS RECOMMENDED BY THE CEO. THE COMMITTEE IS PROVIDED SUCH RESOURCES AND AUTHORITY AS IT DEEMS APPROPRIATE TO DISCHARGE ITS DUTIES AND RESPONSIBILITIES, INCLUDING THE AUTHORITY TO DIRECTLY SELECT, ENGAGE AND SUPERVISE ANY CONSULTANT, ACCOUNTANT, LEGAL COUNSEL OR OTHER ADVISOR HIRED BY THE CORPORATION TO ADVISE THE COMMITTEE ON EXECUTIVE COMPENSATION AND RELATED MATTERS. IN CARRYING OUT ITS RESPONSIBILITIES, THE COMMITTEE MAY RELY UPON REASONED, WRITTEN OPINIONS OF CONSULTANTS AND/OR LEGAL COUNSEL.

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 VII, LINE 1A

SEMC DOES NOT COMPENSATE THE BOARD OF TRUSTEES FOR THEIR SERVICES AS BOARD MEMBERS. ANY COMPENSATION PAID TO BOARD MEMBERS IS NOT RELATED TO BOARD MEMBER'S SERVICE TO THE BOARD.

FORM 990, PART XI, LINE 9:

PENSION RELATED CHANGES 270,191. NET CHANGE IN FOUNDATION NET ASSETS -468,253.

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.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2015

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