| FORM 990, PART VI, SECTION A, LINE 4 |
THE ORGANIZATION AMENDED ITS BYLAWS TO INCREASE THE MINIMUM NUMBER OF DIRECTORS FROM THREE TO TEN. OTHER MINOR CHANGES TO THE BYLAWS WERE ALSO MADE, SUCH AS INCREASING THE MAXIMUM CONSECUTIVE TERMS FOR THE BOARD CHAIR FROM THREE TO FOUR AND INCREASING THE MINIMUM ATTENDANCE FROM 67% TO 80% OF MEETINGS. |
| FORM 990, PART VI, SECTION A, LINE 6 |
HARRISBURG MEDICAL CENTER IS THE SOLE MEMBER OF THE FOUNDATION. HARRISBURG MEDICAL CENTER HAS VOTING RIGHTS AS THE SOLE MEMBER OF THE FOUNDATION. |
| FORM 990, PART VI, SECTION A, LINE 7A |
HARRISBURG MEDICAL CENTER BOARD OF DIRECTORS APPOINTS THE BOARD OF THE FOUNDATION. |
| FORM 990, PART VI, SECTION A, LINE 7B |
ALL ACTION OF THE CORPORATION SHALL BE BY ITS BOARD OF TRUSTEES, SUBJECT TO THE FOLLOWING MATTERS WHICH REQUIRE THE APPROVAL OF THE CORPORATE MEMBER: A. APPROVE, INTERPRET AND CHANGE ANY STATEMENT OF MISSION, PHILOSOPHY, ROLE AND PURPOSE OF THE CORPORATION B. APPROVE AND AMEND THE BYLAWS AND ARTICLES OF INCORPORATION OF THE CORPORATION C. FIX THE NUMBER, APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, ANY DIRECTOR OF THE CORPORATION D. APPROVE THE MERGER, DISSOLUTION, CONSOLIDATION OR REORGANIZATION OF THE CORPORATION E. APPROVE THE ACQUISITION, SALE, LEASE, TRANSFER OR OTHER ALIENATION OF PROPERTY OF THE CORPORATION, OTHER THAN IN THE USUAL AND REGULAR COURSE OF THE CORPORATION'S BUSINESS F. APPROVE CAPITAL AND OPERATING BUDGETS OF THE CORPORATION G. APPROVE ANY DEBT INCURRED BY THE CORPORATION H. APPROVE THE DISPOSITION OF THE ASSETS OF THE CORPORATION AT THE TIME OF ITS DISSOLUTION I. ESTABLISH (I) POLICY CONCERNING QUALITY OF CARE AND SERVICES OR (II) POLICY AND PROCEDURES CONCERNING FINANCE AND RESOURCES FOR THE CORPORATION, WHICH ARE INCONSISTENT WITH POLICIES ESTABLISHED BY THE CORPORATE MEMBER J. APPROVE LONG-RANGE FINANCIAL AND STRATEGIC PLANS FOR THE CORPORATION K. APPROVE AN INTERNAL AUDITING PROGRAM FOR THE CORPORATION, WHICH IS INCONSISTENT WITH THE INTERNAL AUDITING PROGRAM ESTABLISHED BY THE CORPORATE MEMBER L. APPOINT AND REMOVE THE EXECUTIVE DIRECTOR OF THE CORPORATION PROVIDED, HOWEVER, THAT THE ADMINISTRATOR AND CEO OF THE MEDICAL CENTER SHALL CONFER WITH THE BOARD OF DIRECTORS OF THE CORPORATION CONCERNING THE APPOINTMENT OR REMOVAL OF THE EXECUTIVE DIRECTOR M. TAKE ANY ACTION WHICH WOULD BE INCONSISTENT WITH THE POLICIES OF THE CORPORATE MEMBER |
| FORM 990, PART VI, SECTION A, LINE 8B |
THE ORGANIZATION DOES NOT HAVE COMMITTEES. |
| FORM 990, PART VI, SECTION B, LINE 11B |
THE 990 IS REVIEWED BY THE FOUNDATION'S BOARD OF DIRECTORS AND BY HARRISBURG MEDICAL CENTER MANAGEMENT, A RELATED ORGANIZATION. THE REVIEW IS CONDUCTED PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C |
BOARD MEMBERS AND OFFICERS ARE COVERED UNDER THE FOUNDATIONS'S CONFLICT OF INTEREST POLICY. INTERESTED PERSONS, FINANCIAL INTEREST, AND INDEPENDENCE OF THE BOARD AND OFFICERS ARE DEFINED WITHIN THE POLICY. AFTER DISCLOSURE OF THE FINANCIAL INTEREST, ALL MATERIAL FACTS WILL BE DISCLOSED AND REVIEWED, INCLUDING DISCUSSION WITH THE INTERESTED PERSON. UPON REQUEST BY A BOARD MEMBER THE MATERIAL FACTS OF A NONFINANCIAL INTEREST WILL BE REVIEWED, INCLUDING DISCUSSION WITH THE INTERESTED PARTY. THEN THE POTENTIALLY CONFLICTED MEMBER SHALL LEAVE THE BOARD OR EXECUTIVE COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR EXECUTIVE COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. THE POLICY OUTLINES THE PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST. IF THE BOARD OR EXECUTIVE COMMITTEE HAS REASONABLE CAUSE TO BELIEVE A MEMBER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE MEMBER'S RESPONSE AND AFTER MAKING FURTHER INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE BOARD OR EXECUTIVE COMMITTEE DETERMINES THE MEMBER HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. |
| FORM 990, PART VI, SECTION B, LINE 15 |
COMPENSATION FOR ANY TOP OFFICIAL IS PROVIDED BY A RELATED ORGANIZATION, NOT THE FOUNDATION. THE FOUNDATION REIMBURSES THE RELATED ORGANIZATION FOR THE SALARY EXPENSE. THE BOARD OF TRUSTEES OF SOUTHERN ILLINOIS HOSPITAL SERVICES (THE CORPORATE MEMBER OF THIS ORGANIZATION'S SOLE MEMBER) SETS THE EXECUTIVE COMPENSATION POLICY AND IS RESPONSIBLE FOR APPROVAL OF THE COMPENSATION. THE GOVERNANCE COMMITTEE IS DESIGNATED BY THE BOARD TO ACT AS THE COMPENSATION COMMITTEE FOR MATTERS CONCERNING EXECUTIVE COMPENSATION. EACH MEMBER OF THE COMMITTEE, WHILE CONSIDERING EXECUTIVE COMPENSATION ISSUES, MUST BE AN INDEPENDENT DIRECTOR, FREE FROM ANY CONFLICT OF INTEREST. THE COMMITTEE SEEKS OUT AND CONTRACTS THE SERVICES OF AN OUTSIDE, INDEPENDENT EXECUTIVE COMPENSATION CONSULTANT TO ADVISE THE COMMITTEE IN MATTERS OF MARKET VALUES OF COMPARABLE EXECUTIVE POSITIONS. THE COMMITTEE ANNUALLY REVIEWS ALL COMPARABILITY DATA AND PREPARES A RECOMMENDATION AS TO THE COMPENSATION PACKAGE OF THE PRESIDENT/CEO FOR THE FULL BOARD. ONLY THE FULL BOARD HAS THE AUTHORITY TO APPROVE THE COMPENSATION OF THE PRESIDENT/CEO. THE DECISIONS AND DELIBERATIONS ARE DOCUMENTED IN SIHS' GOVERNANCE COMMITTEE MINUTES. THIS PROCESS WAS LAST UNDERTAKEN IN JUNE 2021. THE BOARD OF TRUSTEES OF SOUTHERN ILLINOIS HOSPITAL SERVICES (THE CORPORATE MEMBER OF THIS ORGANIZATION'S SOLE MEMBER) SETS THE EXECUTIVE COMPENSATION POLICY AND IS RESPONSIBLE FOR APPROVAL OF THE COMPENSATION. THE GOVERNANCE COMMITTEE IS DESIGNATED BY THE BOARD TO ACT AS THE COMPENSATION COMMITTEE FOR MATTERS CONCERNING COMPENSATION. EACH MEMBER OF THE COMMITTEE, WHILE CONSIDERING EXECUTIVE COMPENSATION ISSUES, MUST BE AN INDEPENDENT DIRECTOR, FREE FROM ANY CONFLICT OF INTEREST. THE COMMITTEE SEEKS OUT AND CONTRACTS THE SERVICES OF AN OUTSIDE, INDEPENDENT EXECUTIVE COMPENSATION CONSULTANT TO ADVISE THE COMMITTEE IN MATTERS OF MARKET VALUES OF COMPARABLE EXECUTIVE POSITIONS. THE COMMITTEE ANNUALLY REVIEWS ALL COMPARABILITY DATA AND PREPARES A RECOMMENDATION TO THE FULL BOARD AS TO THE COMPENSATION PACKAGE OF ALL OFFICERS. ONLY THE COMMITTEE HAS THE AUTHORITY TO APPROVE THE COMPENSATION OF THE SENIOR MANAGEMENT TEAM AND WILL REPORT ITS ACTIONS TO THE BOARD. THE DECISIONS AND DELIBERATIONS ARE DOCUMENTED IN SIHS' GOVERNANCE COMMITTEE MINUTES. THIS PROCESS WAS LAST UNDERTAKEN IN JUNE 2021. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE HARRISBURG MEDICAL CENTER FOUNDATION MAKES ITS GOVERNING DOCUMENTS, CONFLICTS OF INTEREST POLICY, AND ITS FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC AFTER A REQUEST IS MADE TO ADMINISTRATION. |
| FORM 990, PART IX, LINE 11G |
PURCHASED SERVICES: PROGRAM SERVICE EXPENSES 2,395. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 2,395. |
| FORM 990, PART XII, LINE 2C |
EFFECTIVE AUGUST 1, 2021, SOUTHERN ILLINOIS HEALTHCARE SERVICES (SIHS) ASSUMED OWNERSHIP OF HARRISBURG MEDICAL CENTER (HMC) BY BECOMING ITS SOLE MEMBER. HARRISBURG MEDICAL CENTER IS THE SOLE MEMBER OF HARRISBURG MEDICAL CENTER FOUNDATION, INC. SIHS'S AUDIT COMMITTEE HAS RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT OF FOR SIHS AND ALL OF ITS AFFLIATED ORGANZATIONS, AS WELL AS THE SELECTION OF AN INDEPENDENT AUDITOR/ACCOUNTANT. |
Attach to Form 990 or 990-EZ.