| FORM 990, PART VI, SECTION A, LINE 3 |
THE ORGANIZATION HAS A MANAGEMENT AGREEMENT FOR CERTAIN ADMINISTRATIVE AND CONSULTING SERVICES WITH CATHOLIC HEALTH CARE SYSTEM D/B/A ARCHCARE. CATHOLIC HEALTH CARE SYSTEM SHALL PROVIDE HUMAN RESOURCES, IT SERVICES, FINANCE SERVICES, LEGAL SERVICES, COMPLIANCE, AND SUPPLY CHAIN MANAGEMENT TO THE ORGANIZATION. ANNMARIE COVONE AND SCOTT LARUE (OFFICERS OF THE FILING ORGANIZATION) WERE PAID BY CATHOLIC HEALTH CARE SYSTEM. THEIR 2019 COMPENSATION IS REPORTED IN PART VII, SECTION A AND SCHEDULE J, PART II. CATHOLIC HEALTH CARE SYSTEMS WAS PAID $4,670,567 IN 2019 FOR THESE SERVICES. |
| FORM 990, PART VI, SECTION A, LINE 6 |
THE SOLE "MEMBER" IS THE CATHOLIC HEALTH CARE SYSTEM D/B/A ARCHCARE. |
| FORM 990, PART VI, SECTION A, LINE 7A |
THE SOLE "MEMBER" HAS THE RIGHT TO APPOINT AND REMOVE MEMBERS OF THE BOARD OF TRUSTEES, APPOINT THE CHAIRMAN OF THE BOARD, AMEND THE BY-LAWS AND CERTIFICATE OF INCORPORATION AND APPROVE SUBSTANTIAL TRANSACTIONS. |
| FORM 990, PART VI, SECTION A, LINE 7B |
THE SOLE "MEMBER" HAS THE RIGHT TO AMEND THE BY-LAWS AND CERTIFICATE OF INCORPORATION AND APPROVE SUBSTANTIAL TRANSACTIONS. |
| FORM 990, PART VI, SECTION B, LINE 11B |
TERENCE CARDINAL COOKE HEALTH CARE CENTER HAS ITS FORM 990 PREPARED BY AN OUTSIDE ACCOUNTING FIRM AND HAS ESTABLISHED THE FOLLOWING REVIEW PROCESS TO ENSURE THAT THE INFORMATION REPORTED IS COMPLETE AND ACCURATE. WHEN THE FORM 990 HAS BEEN PREPARED, REVIEWED BY MANAGEMENT AND IS READY TO BE FILED WITH THE INTERNAL REVENUE SERVICE, IT IS ELECTRONICALLY SENT TO THE BOARD MEMBERS OF THE ORGANIZATION FOR ANY COMMENTS. ANY COMMENTS ARE THEN GROUPED, SUMMARIZED AND PROVIDED TO THE OUTSIDE ACCOUNTANTS. EACH ISSUE IS DOCUMENTED AND ADDRESSED UNTIL THE RETURN IS FINALIZED AND APPROVED FOR FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C |
THE POLICY ON CONFLICTS OF INTEREST IS DESIGNED TO PROVIDE GUIDANCE TO ALL MEMBERS OF THE BOARD, THE OFFICERS OF THE ORGANIZATION, AND TO ALL PERSONS EMPLOYED BY THE ORGANIZATION. A BOARD MEMBER OR OFFICER SHALL DISCLOSE ANY CONFLICT OF INTEREST OF WHICH HE OR SHE HAS KNOWLEDGE: (A) PRIOR TO VOTING ON OR OTHERWISE DISCHARGING HIS OR HER DUTIES WITH RESPECT TO ANY MATTER INVOLVING THE CONFLICT WHICH COMES BEFORE THE BOARD OR ANY COMMITTEE OF THE BOARD; (B) PRIOR TO ENTERING INTO ANY CONTRACT OR TRANSACTION INVOLVING THE ORGANIZATION; (C) AS SOON AS POSSIBLE AFTER THE BOARD MEMBER OR OFFICER SHALL LEARN OF A CONFLICT OF INTEREST IN ANY OTHER CONTEXT. DISCLOSURE OF THE MATERIAL FACTS SURROUNDING THE BOARD MEMBER OR OFFICER'S CONFLICT OF INTEREST SHALL BE MADE TO THE SECRETARY OF THE BOARD OF MANAGERS OR, IN THE CASE OF A COMMITTEE, TO THE CHAIRPERSON OF THAT COMMITTEE (WHO SHALL NOTIFY THE SECRETARY). THE SECRETARY OR COMMITTEE CHAIRPERSON SHALL INFORM THE OTHER MEMBERS OF THE BOARD OR COMMITTEES PRIOR TO ANY ACTION THEREON. FAILURE TO DISCLOSE ADEQUATELY A POTENTIAL OR ACTUAL CONFLICT OF INTEREST SHALL CONSTITUTE CAUSE FOR REMOVAL FROM THE BOARD. FOLLOWING RECEIPT OF INFORMATION CONCERNING A CONTRACT OR TRANSACTION INVOLVING A POTENTIAL CONFLICT OF INTEREST, THE BOARD SHALL CONSIDER THE MATERIAL FACTS CONCERNING THE PROPOSED CONTRACT OR TRANSACTION, INCLUDING THE PROCESS BY WHICH THE DECISION WAS MADE TO RECOMMEND ENTERING INTO THE ARRANGEMENT ON THE TERMS PROPOSED. (A) AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE BOARD OR COMMITTEE MEETING, BUT AFTER SUCH PRESENTATION, HE OR SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT RESULTS IN THE CONFLICT OF INTEREST. AN INTERESTED BOARD MEMBER MAY NOT BE COUNTED IN DETERMINING THE PRESENCE OF A QUORUM AT A MEETING OF THE BOARD OR COMMITTEE AT WHICH DISCUSSION OR A VOTE ON THE TRANSACTION OR ARRANGEMENT TAKES PLACE. (B) AN INTERESTED BOARD MEMBER OR OFFICER SHALL NOT USE PERSONAL INFLUENCE WITH REGARD TO THE BOARD'S DETERMINATION THAT A CONFLICT EXISTS OR THE BOARD'S VOTE ON THE MATTER. (C) IF APPROPRIATE, THE CHAIRPERSON SHALL APPOINT A DISINTERESTED PERSON OR A COMMITTEE OF THE BOARD TO CONDUCT AN ASSESSMENT OF FAIR MARKET VALUE FOR A PARTICULAR TRANSACTION, OR TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. (D) THE BOARD SHALL APPROVE ONLY THOSE CONTRACTS OR TRANSACTIONS IN WHICH THE TERMS ARE FAIR AND REASONABLE TO THE ORGANIZATION AND THE ARRANGEMENTS ARE CONSISTENT WITH THE BEST INTERESTS OF THE ORGANIZATION. THE MINUTES OF THE BOARD AND OF ALL COMMITTEES WITH BOARD DELEGATED POWERS SHALL CONTAIN THE FOLLOWING WITH REGARD TO CONSIDERATION OF ANY MATTER INVOLVING A CONFLICT OF INTEREST: (A) THE NAMES OF THE PERSONS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE A FINANCIAL OR OTHER INTEREST IN CONNECTION WITH AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE CONFLICT OF INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE BOARD'S OR COMMITTEE'S DECISION AS TO WHETHER A CONFLICT OF INTEREST IN FACT EXISTED; (B) THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSION AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, A SUMMARY OF THE CONTENT OF THE DISCUSSION, INCLUDING CONSIDERATION OF ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT AND THE NATURE OF AND SOURCE OF ANY DATA RELIED UPON IN MAKING AN ASSESSMENT OF FAIR MARKET VALUE, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION THEREWITH; AND (C) IN ANY CASE WHEN THE BOARD APPROVES AN ARRANGEMENT OR TRANSACTION INVOLVING A CONFLICT OF INTEREST, THE MINUTES OF THE MEETING SHALL SET FORTH THE BASIS FOR THE BOARD'S DECISION. AN EMPLOYEE OF THE ORGANIZATION WITH A POTENTIAL CONFLICT OF INTEREST IN A PARTICULAR MATTER SHALL PROMPTLY AND FULLY DISCLOSE THE POTENTIAL CONFLICT TO HIS OR HER SUPERVISOR. THE EMPLOYEE SHALL THEREAFTER REFRAIN FROM PARTICIPATING IN ANY DECISIONS RELATING TO THE MATTER AND FOLLOW THE DIRECTION OF THE SUPERVISOR AS TO HOW THE ORGANIZATION'S DECISIONS WHICH ARE THE SUBJECT OF THE CONFLICT WILL BE DETERMINED. THE COMPLIANCE DIRECTOR OF THE ORGANIZATION SHALL BE RESPONSIBLE FOR DETERMINING THE PROPER WAY FOR THE ORGANIZATION TO HANDLE THE ORGANIZATION'S DECISIONS WHICH INVOLVE UNRESOLVED EMPLOYEE CONFLICTS OF INTEREST. IN MAKING SUCH DETERMINATIONS, THE COMPLIANCE DIRECTOR OF THE ORGANIZATION MAY CONSULT WITH LEGAL COUNSEL, AS APPROPRIATE. THE COMPLIANCE DIRECTOR OF THE ORGANIZATION SHALL REPORT TO THE BOARD AT LEAST ANNUALLY CONCERNING EMPLOYEE CONFLICTS OF INTEREST WHICH HAVE BEEN DISCLOSED AND CONTRACTS AND TRANSACTIONS INVOLVING EMPLOYEE CONFLICTS WHICH THE SECRETARY OF THE ORGANIZATION'S BOARD OF MANAGERS HAS APPROVED. EACH BOARD MEMBER, OFFICER, MEMBER OF A COMMITTEE WITH BOARD DELEGATED POWERS, AND KEY EMPLOYEE OF THE ORGANIZATION SHALL SIGN A STATEMENT WITHIN 30 DAYS OF ASSUMING SUCH RESPONSIBILITY, AND ANNUALLY THEREAFTER, AFFIRMING THAT SUCH PERSON: (A) HAS RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY; (B) HAS READ AND UNDERSTANDS THE POLICY; (C) HAS AGREED TO COMPLY WITH THE POLICY; AND (D) UNDERSTANDS THAT THE ORGANIZATION CANNOT ENGAGE IN A TRANSACTION OR ENTER INTO A COMPENSATION ARRANGEMENT WITH BOARD MEMBERS, OFFICERS, SENIOR STAFF MEMBERS, OR OTHERS IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER THE AFFAIRS OF THE ORGANIZATION THAT PROVIDES AN ECONOMIC BENEFIT TO SUCH PERSON IN EXCESS OF THE CONSIDERATION OR SERVICES THAT THE ORGANIZATION RECEIVES IN RETURN. IN ADDITION, THOSE INDIVIDUALS COMPLETING THE STATEMENT ARE ALSO REQUIRED TO DISCLOSE PERSONAL OR OTHER BUSINESS INTERESTS THAT COULD GIVE RISE TO CONFLICTS WITH THEIR ROLE WITH ARCHCARE. THESE STATEMENTS ARE SUMMARIZED AND PROVIDED TO THE GOVERNING BODY ANNUALLY. |
| FORM 990, PART VI, SECTION B, LINE 15B |
THE CORPORATION UNDERTAKES A RIGOROUS PROCESS TO ENSURE THAT ITS EXECUTIVE COMPENSATION IS REASONABLE AND COMPETITIVE. TOWARD THAT END, THE BOARD OF TRUSTEES HAS A COMPENSATION COMMITTEE OF INDEPENDENT PERSONS THAT HAVE NO PERSONAL INTEREST IN ANY PROPOSED COMPENSATION ARRANGEMENT. IN 2008, THE BOARD ENGAGED AN INDEPENDENT COMPENSATION CONSULTANT WHO CONDUCTED INDEPENDENT RESEARCH AND UTILIZED A WIDE RANGE OF INDUSTRY DATA TO DEVELOP COMPARABILITY OR BENCHMARKING DATA FOR APPROPRIATE LEVELS OF COMPENSATION FOR TOP MANAGEMENT, OFFICERS, AND KEY EMPLOYEES. IN ADDITION, THE CONSULTANT CREATED A COMPENSATION STRUCTURE FOR ALL OTHER POSITIONS (NON-UNION). THIS STRUCTURE IS REVIEWED EVERY THREE YEARS. THE CONSULTANT REVIEWS EXECUTIVE COMPENSATION ANNUALLY AND REVIEWS THESE RESULTS WITH THE COMPENSATION COMMITTEE. THE CONSULTANT PROJECTED THE DATA FOR THE FOLLOWING THREE YEARS FOR EACH SALARY LEVEL. THE COMPENSATION COMMITTEE, TAKING THE CONSULTANT'S RECOMMENDATIONS UNDER ADVISEMENT, HELD A MEETING AT WHICH CONTEMPORANEOUS MINUTES WERE KEPT AND AT THAT MEETING DETERMINED TO MAKE RECOMMENDATIONS TO THE BOARD OF TRUSTEES. THE BOARD OF TRUSTEES THEN CONSIDERED AND APPROVED THE RECOMMENDATIONS OF THE COMPENSATION COMMITTEE, WHICH APPROVAL WAS RECORDED IN THE MINUTES OF THE MEETING OF THE BOARD OF TRUSTEES. IN 2019, THE CONSULTANT UPDATED ITS REVIEW OF THE COMPENSATION STRUCTURE OF TOP MANAGEMENT, OFFICERS, AND KEY EMPLOYEES FOLLOWING THE METHOD DESCRIBED ABOVE. IN ADDITION, THE ORGANIZATION UPDATED ITS REVIEW OF THE COMPENSATION STRUCTURE FOR ALL OTHER POSITIONS (NON-UNION). |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE ORGANIZATION MAKES ITS FORM 990 AND FORM 1023 AVAILABLE FOR PUBLIC INSPECTION AS REQUIRED UNDER SECTION 6104 OF THE INTERNAL REVENUE CODE. THE RETURN IS POSTED ON GUIDESTAR.ORG AND OTHER SIMILAR TYPES OF WEBSITES. IN ADDITION, THE FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY, ARTICLES OF INCORPORATION, FORM 990, FORM 1023, AND BY-LAWS ARE ALSO AVAILABLE UPON WRITTEN REQUEST OR BY CALLING THE ORGANIZATION DIRECTLY. THE ORGANIZATION ALSO FILES AN ANNUAL COST REPORT WITH THE NEW YORK STATE DEPARTMENT OF HEALTH WHICH CONTAINS FINANCIAL STATEMENTS AND RELATED NOTE DISCLOSURES. THIS COST REPORT IS AVAILABLE TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART IX, LINE 11G |
CONSULTING: PROGRAM SERVICE EXPENSES 567,322. MANAGEMENT AND GENERAL EXPENSES 151,570. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 718,892. COLLECTION FEES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 23,662. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 23,662. PHYSICIAN FEES: PROGRAM SERVICE EXPENSES 4,053,705. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 4,053,705. BILLING SERVICES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 438,480. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 438,480. TEMPORARY SERVICES: PROGRAM SERVICE EXPENSES 180,627. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 180,627. ENGINEERING: PROGRAM SERVICE EXPENSES 1,578,061. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,578,061. LABORATORY SERVICES: PROGRAM SERVICE EXPENSES 147,387. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 147,387. FOOD SERVICES: PROGRAM SERVICE EXPENSES 7,621,126. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 7,621,126. HOUSEKEEPING: PROGRAM SERVICE EXPENSES 699,513. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 699,513. LAUNDRY: PROGRAM SERVICE EXPENSES 724,726. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 724,726. SECURITY: PROGRAM SERVICE EXPENSES 4,551. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 4,551. PROJECT MANAGEMENT SERVICES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 125,850. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 125,850. RELIGIOUS SERVICES: PROGRAM SERVICE EXPENSES 5,260. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 5,260. |
| FORM 990, PART XII, LINE 2C: |
THE ORGANIZATION HAS A COMMITTEE THAT ASSUMES RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AND SELECTION OF AN INDEPENDENT ACCOUNTANT. THIS PROCESS DID NOT CHANGE FROM THE PRIOR YEAR. |
Attach to Form 990 or 990-EZ.