Form 990, Part III, Line 4a Community Benefit Narrative |
ORGANIZATION'S MISSION, VISION, AND TAX-EXEMPT PURPOSE: Mission: To support programs and services of the hospital, enhancing the quality of care given to those in need. Lives are changed every day at CHI Mercy Health because of the charitable gifts made by patients, caregivers, and community members. New advances in medical technologies continue to transform the provision of healthcare and lengthen and improve the quality of life. Strong financial resources invested in CHI Mercy Health Foundation provide assurance that the best quality care is always available right here, close to home. CHI Mercy Health Foundation, a non-profit corporation governed by a Board of Directors, is dedicated to supporting CHI Mercy Health with supplemental funding for capital and program needs to advance our mission by improving the health of the people we serve. Advancing excellence in healthcare in our community is why we exist. THE CHI MERCY HEALTH FOUNDATION WAS INCORPORATED AS A 501(C)(3), TAX-EXEMPT, CHARITABLE FOUNDATION IN 1994 AND IS DEDICATED TO THE SUPPORT OF PROGRAMS AND PROJECTS THAT WILL EXPAND AND ENHANCE HEALTH CARE, EDUCATION, AND OTHER HEALTH-RELATED SERVICES WITHIN THE SERVICE AREA OF CHI MERCY HEALTH. WE ARE STRIVING TO BUILD AND MAINTAIN A HIGH QUALITY OF LIFE IN THE COMMUNITY THROUGH THE FINEST HEALTH CARE POSSIBLE, AT THE MOST AFFORDABLE COST POSSIBLE. THE GOAL, SIMPLY STATED, IS TO PROVIDE WAYS TO: * SERVE THE AREA'S HEALTH CARE NEEDS NOW AND IN THE FUTURE; AND * PROVIDE SECURITY TO OUR CITIZENS THROUGH THE AVAILABILITY OF MODERN HEALTH CARE; AND * PROCURE AND RETAIN HIGH LEVEL MEDICAL EXPERTISE; AND * FIND A PATH FOR THE ORGANIC GROWTH OF HOSPITAL SERVICE LINES; AND * MAINTAIN CHI MERCY HEALTH'S MISSION OF: NURTURING THE HEALING MINISTRY OF THE CHURCH, SUPPORTED BY EDUCATION AND RESEARCH. FIDELITY TO THE GOSPEL URGES US TO EMPHASIZE HUMAN DIGNITY AND SOCIAL JUSTICE AS WE CREATE HEALTHIER COMMUNITIES. QUALITATIVE DESCRIPTION OF COMMUNITY BENEFIT: CHI MERCY HEALTH FOUNDATION'S BOARD OF DIRECTORS RAISE FUNDS THROUGH SPECIAL EVENTS, ANNUAL GIVING, MEMORIALS, AND EMPLOYEE AND CAPITAL CAMPAIGNS. THESE FUNDS ARE USED TO HELP FUND PROGRAMS TO PROMOTE AREA CHILDREN'S HEALTHCARE, PHYSICIAN RECRUITMENT, NURSE SCHOLARSHIPS, GENERAL MEDICAL SCHOLARSHIPS, HOSPITAL CAPITAL, AND OTHER NEEDS IN SUPPORT OF CHI MERCY HEALTH HOSPITAL OF VALLEY CITY. IN FISCAL YEAR 2019 THE FOUNDATION DISBURSED $78,666 IN GRANTS TO HELP SUPPORT THE HOSPITAL. |
Form 990, Part VI, Line 14 Document Retention Policy |
The document retention and destruction policy is more of an operational policy. These types of policies usually do not go to the board of directors. This has not been adopted by the board of directors. |
Form 990, Part VI, Line 15a Process for Determining CEO's Compensation |
During the tax year ended 6/30/2019, no officers, directors or trustees received compensation from the organization. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation. Therefore, these questions are more appropriately answered as N/A. |
Form 990, Part VI, Line 12c Conflict of Interest Policy |
b) If it is determined that a potential or actual conflict may exist, I. In the case of board or committee members or officers, issues are elevated to the executive committee of the board or board chair. II. In the case of other persons, conflicts issues are elevated to the conflicts of interest review committee ("C-CIRC"). C. Conflicts determination and management: 1. Matters elevated to C-CIRC: a) The C-CIRC determines whether a disclosed or otherwise identified interest is a conflict of interest. If the C-CIRC determines that a COI exists, and adequate controls are not in place to mitigate the conflict, the C-CIRC facilitates development of a COI management plan designed to mitigate the conflict. Designated entity staff are responsible for monitoring the COI management plan and for documenting monitoring activities. Notwithstanding the foregoing, at its sole discretion, an entity may reject a person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential conflict of interest. b) Appeal - if a person does not agree with a determination made by the C-CIRC, its interpretation of the COI policy, still seeks an exemption or exception, or seeks further clarification of the C-CIRC 's decision, the individual may appeal the decision through his or her manager for reconsideration by the C-CIRC, and the C-CIRC will review and issue a final determination based upon any new or additional information presented. 2. Matters elevated to the executive committee or board chair: a) Determination of existence of conflict - the board chair or his or her designee performs any further investigation of any conflict of interest disclosures as he or she may deem appropriate. If the conflict involves the board chair, the vice chair assumes the chair's role outlined in the COI policy. Based on review and evaluation of the relevant facts and circumstances, the board chair makes an initial determination as to whether a conflict of interest exists and whether, pursuant to the COI policy, review and approval or other action by the board is required. A written record of the board chair's determination, including relevant facts and circumstances, is made. The board chair then makes an appropriate report to the executive committee of the board concerning the COI review, evaluation and determination. If a difference of opinion exists between the board chair and another trustee as to whether the facts and circumstances of a given situation constitute a conflict of interest or whether board review and approval or other action is required under the COI policy, the matter is submitted to the board's executive committee, which makes a final determination as to the matter presented. That determination, including relevant facts and circumstances, is reflected in the executive committee minutes and is reported to the board. b) Board evaluation of transactions involving an officer / board member conflict of interest - I. The board carefully scrutinizes and must in good faith approve or disapprove any transaction in which CHI or a CHI entity is a party and in which the trustee or a corporate officer either: 1. Has a material financial interest; or 2. Is a trustee or corporate officer of the other party (other than a CHI affiliated organization). II. The board must approve the transaction by a majority of the trustees on the board (not counting any interested trustee). In reviewing such transactions between CHI or CHI entities and vendors or other contractors who are, or are affiliated with, trustees or corporate officers, the board acts no more or less favorably than it would in reviewing transactions with unrelated third parties. The transaction is not approved unless the board determines that the transaction is fair to CHI or the CHI entity. III. A conflicted trustee or corporate officer is not permitted to use his or her personal influence with respect to the approval or disapproval of the conflicted transaction. However, if requested, such trustee or corporate officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from trustees, as his or her knowledge may be relevant. The trustee or corporate officer is excused from the meeting during discussion and vote on the conflict of interest. c) Board evaluation of non-transactional conflicts - I. The board carefully reviews and scrutinizes any non-transactional conflict of interest (e.g., disclosure of nonpublic information, competition with CHI or a CHI entity, failure to disclose a corporate opportunity, excessive gifts or entertainment, etc.). II. In such circumstances, by a majority vote of the disinterested trustees, the board takes whatever action is deemed appropriate with respect to the trustee or corporate officer under the circumstances (including possible disciplinary or corrective action) to best protect the interests of CHI or the CHI entity. The board is encouraged to consult with the general counsel of CHI or his or her designee when considering disciplinary or corrective action. III. The conflicted trustee or corporate officer is not permitted to use his or her personal influence with respect to the conflict matter. However, if requested, such trustee or corporate officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from trustees, as his or her knowledge may be relevant. The trustee or corporate officer is excused from the meeting during discussion and vote on the conflict of interest. d) Record of proceedings - with respect to board member and officer conflicts of interest, minutes of the board are expected to reflect the identity of the individual making the disclosure, the nature of the disclosure, discussion regarding any proposed transaction, the decision made by the board, and that the interested trustee or corporate officer was excused during the discussion, and that the interested trustee abstained from voting. D. Conflicts reporting: All conflicts of interest are reported by CHI as required by law, regulations, and policy. |
Form 990, Part VI, Line 6 Classes of members or stockholders |
ACCORDING TO THE BYLAWS OF Mercy Healthcare Foundation, the entity's sole member is Mercy Hospital of Valley City, a North Dakota non-profit corporation. |
Form 990, Part VI, Line 7a Members or stockholders electing members of governing body |
According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than June 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the senior vice president of operations. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation. Except as otherwise provided in the Corporation's Articles of Incorporation or the laws of the State of organization, Catholic Health Care Federation ("CHCF") shall have such rights as are reserved to the Corporate Member, acting in its capacity as the membership body of CHCF, under the Governance Matrix. |
Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders |
The organization's corporate member is Mercy Hospital of Valley City. Pursuant to Section 5.4.1 of the organization's bylaws, both Mercy Hospital of Valley City and Commonspirit Health (Mercy Hospital of Valley City's sole corporate member) have reserved powers as outlined in the Commonspirit Health governance matrix. Pursuant to the governance matrix the following rights are held by the Mercy Hospital of Valley City Board: * Approve members of the Mercy Healthcare Foundation board * Amendment of the corporate documents of Mercy Healthcare Foundation * Approve removal of a member of the governing body of Mercy Healthcare Foundation * Adoption of long range and strategic plans for Mercy Healthcare Foundation The following rights are reserved to the CommonSpirit Health Board directly or through powers delegated to the CommonSpirit Health Chief Executive Officer: * Substantial change in the mission or philosophy of Mercy Healthcare Foundation * Removal of a member of the governing body of Mercy Healthcare Foundation * Approval of issuance of debt by Mercy Healthcare Foundation * Approval of participation of Mercy Healthcare Foundation in a joint venture * Approval of formation of a new corporation by Mercy Healthcare Foundation * Approval of a merger involving Mercy Healthcare Foundation * Approval of the sale of all or substantially all of the assets of Mercy Healthcare Foundation * To require the transfer of assets by Mercy Healthcare Foundation to CommonSpirit Health to accomplish CommonSpirit Health's goals and objectives, and to satisfy CommonSpirit Health debts. Pursuant to Section 5.5.2 of the organization's bylaws, Mercy Hospital of Valley City or CommonSpirit Health may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the Board and its President and the Chief Executive Officer of the organization, recommend such other or different actions as it deems appropriate. Except as otherwise provided in the Corporation's Articles of Incorporation or the laws of the State of organization, Catholic Health Care Federation ("CHCF") shall have such rights as are reserved to the Corporate Member, acting in its capacity as the membership body of CHCF, under the Governance Matrix. |
Form 990, Part VI, Line 11b Review of form 990 by governing body |
Once the return is prepared, the return is reviewed by the Chief Financial Officer and an electronic copy of the return is sent to each board member by email for their review. Subsequent to the return being provided to the board, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board. |
Form 990, Part VI, Line 12c Conflict of interest policy |
The organization has a conflicts of interest ("COI") policy (the "policy") in place to maintain the integrity of its activities. Through February 7, 2019, conflicts were administered solely through Catholic Health Initiatives' ("CHI") Governance Policy No. 1 (described below). On February 8, 2019, in connection with the alignment of the Catholic Health Ministries of CHI and Dignity Health, the CommonSpirit Health Board of Stewardship Trustees approved CommonSpirit Health Corporate Responsibility Policy No. G-001, a CommonSpirit Health conflicts of interest policy. This policy stipulates that, at minimum, the pre-closing CHI COI policies and pre-closing Dignity Health COI policies identify the individuals that are covered under the new policy. In addition, subject to certain exceptions, pre-closing CHI COI policies shall continue to apply to the CHI entities and the individuals who were subject to the Pre-Closing CHI COI policies; and the Pre-Closing Dignity Health COI policies shall continue to apply to the Dignity Health entities and the individuals who were subject to the Pre-Closing Dignity Health COI policies. Until CommonSpirit Health adopts a single process for identifying and managing conflicts of interest for all system entities, the following individuals shall be subject to the Pre-Closing CHI COI policies from and after the effective date of Corporate Responsibility Policy No. G-001: 1. Members of the CommonSpirit Health Board of Stewardship Trustees and members of the committees of the Board of Stewardship Trustees; 2. Corporate officers of CommonSpirit Health; 3. Members of the Board of Directors of Dignity Health and members of the committees of the Board of Directors of Dignity Health. CHI Governance Policy No. 1: The policy applies to the following persons: members of the CHI board of stewardship trustees and its committees; members of any CHI direct affiliate or subsidiary (each a CHI entity) board and their committees; employees of CHI entities, and all CHI researchers (as defined in the policy). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined COI disclosure review process. A. Disclosure obligations: 1. Ongoing: Each person is required to promptly and fully disclose to his/her direct manager, supervisor, medical staff office, board or board committee chair any situation or circumstance that may create a conflict of interest. The person must disclose the actual or potential conflict as soon as she/he becomes aware of it. In any situation in which the person is in doubt it is expected that full disclosure be made to permit an impartial and objective determination as to the existence of a conflict. 2. Periodic written: In addition to the ongoing disclosure obligation, periodic written conflict of interest disclosure forms must be completed as follows: a) Initially: 1) Upon hiring (employees), 2) Appointment (board / committee members), 3) Upon consideration of affiliation with research sponsor (researchers). b) Annually: 1) Board / committee members, 2) Employees at the level vice president or above, 3) Researchers, 4) Supply chain employees at the level of vice president and above and those employees involved in contracting regardless of employment level, 5) Other employees as determined by CommonSpirit Health leadership. 3. Failure to disclose - an individual who fails to disclose a perceived, potential, or actual conflict of interest, or all material facts surrounding an actual or potential conflict or fails to abide by the final decision regarding the conflict may be subject to disciplinary or corrective actions such as termination of employment, removal from a board or committee, loss or restriction of clinical privileges, or restrictions on research activities in accordance with applicable laws, regulations, rules, contracts, and bylaws. B. Conflicts review: 1. No disclosed conflicts: In the absence of perceived, potential or actual conflicts of interest, no follow-up conflicts review is required or performed. 2. Disclosure of perceived, potential or actual conflicts: a) Are initially reviewed by national or regional legal or corporate responsibility team members (depending upon the role of the individual disclosing the actual or potential conflict) to determine whether an actual or potential for a conflict may exist. |
Form 990, Part VI, Line 19 Required documents available to the public |
The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in CommonSpirit Health's consolidated audited financial statements that are available at www.commonspirit.org or www.catholichealthinitiatives.org. |