| FORM 990, PART VI, SECTION A, LINE 6 |
THE SOLE MEMBER OF THE CORPORATION IS MS COMMUNITY NFP JV, LLC, A DELAWARE LIMITED LIABILITY COMPANY. BOTH SSM HEALTH PLAN AND MS COMMUNITY NFP JV, LLC ARE PART OF THE INTEGRATED HEALTH CARE SYSTEM KNOWN AS MEDICA HEALTH. |
| FORM 990, PART VI, SECTION A, LINE 7A |
THE MEMBER HAS THE POWER TO APPOINT ADDITIONAL, SUCCESSOR OR REPLACEMENT MEMBERS AND APPOINT AND REMOVE DIRECTORS OF THE CORPORATION. |
| FORM 990, PART VI, SECTION A, LINE 7B |
THE MEMBER HAS THE FOLLOWING POWERS: A. TO ESTABLISH AND CHANGE THE MISSION, PHILOSOPHY AND VALUES OF THE CORPORATION; B.TO APPROVE ADDITIONAL, SUCCESSOR OR REPLACEMENT MEMBERS; C. TO APPOINT AND REMOVE THE DIRECTORS; D. TO APPOINT AND REMOVE THE PRESIDENT AND OTHER OFFICERS OF THE CORPORATION AND THE CHIEF EXECUTIVE OFFICER OF ANY OPERATING DIVISION OF THE CORPORATION; E. TO APPROVE AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE CORPORATION AS PROVIDED THEREIN; F. TO APPROVE AMENDMENTS TO THE BYLAWS OF THE CORPORATION; G. TO APPROVE THE MERGER, CONSOLIDATION OR DISSOLUTION OF THE CORPORATION; H. TO APPROVE THE FORMATION OF A CONTROLLED SUBSIDIARY OR A REMOTELY CONTROLLED SUBSIDIARY; I. TO APPROVE THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION; J. TO APPROVE THE ACQUISITION OR DISPOSITION BY THE CORPORATION OF ANOTHER LEGAL ENTITY OR AN INTEREST IN ANOTHER LEGAL ENTITY; K. TO AUTHORIZE OR APPROVE THE ACQUISITION OR DISPOSITION BY THE CORPORATION OF REAL PROPERTY OR ANY INTEREST IN REAL PROPERTY; L. TO ESTABLISH CENTRALIZED EMPLOYEE BENEFIT, INSURANCE, INVESTMENT, FINANCING, CORPORATE RESPONSIBILITY, PERFORMANCE ASSESSMENT AND IMPROVEMENT AND OTHER OPERATIONAL AND SUPPORT PROGRAMS; TO REQUIRE THE PARTICIPATION OF THE CORPORATION IN SUCH PROGRAMS; AND TO AUTHORIZE THE OPENING AND CLOSING OF BANK ACCOUNTS AND INVESTMENT ACCOUNTS IN THE NAME OF THE CORPORATION IN CONNECTION WITH SUCH PROGRAMS; M. TO APPROVE THE ANNUAL BUDGET AND STRATEGIC, FINANCIAL AND HUMAN RESOURCES PLAN OF THE CORPORATION; N. TO APPOINT THE AUDITOR AND CORPORATE COUNSEL FOR THE CORPORATION; O. TO AUTHORIZE AND APPROVE THE BORROWING OF MONEY AND ENTERING INTO FINANCIAL GUARANTIES BY THE CORPORATION, INCLUDING ACTIONS RELATING TO THE FORMATION, JOINING, OPERATION, WITHDRAWAL FROM AND TERMINATION OF A CREDIT GROUP OR AN OBLIGATED GROUP AND THE GRANTING OF SECURITY INTERESTS IN THE PROPERTY OF THE CORPORATION; P. TO REQUIRE THE CORPORATION TO TRANSFER ASSETS, INCLUDING BUT NOT LIMITED TO CASH, TO THE MEMBER OR TO ANY OTHER ENTITY EXEMPT FROM FEDERAL INCOME TAX AS AN ORGANIZATION DESCRIBED IN 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR THE CORRESPONDING PROVISION OF ANY FUTURE UNITED STATES INTERNAL REVENUE LAW, WHICH IS CONTROLLED BY THE MEMBER, TO THE EXTENT NECESSARY TO ACCOMPLISH THE MISSION, GOALS AND OBJECTIVES OF THE MEMBER AS DETERMINED BY THE MEMBER; Q. TO APPROVE THE TRANSFER OF ASSETS BY THE CORPORATION TO ANY ENTITY OTHER THAN THE MEMBER, OTHER THAN TRANSFERS MADE IN THE ORDINARY COURSE OF OPERATIONS OF THE CORPORATION WHICH WILL NOT REQUIRE MEMBER APPROVAL; AND R. TO DETERMINE THE EXTENT TO WHICH AND THE MANNER IN WHICH THE POWERS DESCRIBED IN THIS SECTION WHICH ARE RESERVED TO THE MEMBER WITH RESPECT TO THE CORPORATION ARE TO BE INCLUDED IN THE GOVERNING DOCUMENTS OF ANY CONTROLLED SUBSIDIARY, REMOTELY CONTROLLED SUBSIDIARY OR NON-CONTROLLED SUBSIDIARY AND EXERCISED WITH RESPECT TO ANY CONTROLLED SUBSIDIARY, ANY REMOTELY CONTROLLED SUBSIDIARY OR ANY NON-CONTROLLED SUBSIDIARY; S. TO APPROVE ANY FINANCIAL STATEMENTS FOR ANY FISCAL YEAR, CHANGE THE FISCAL YEAR OF THE CORPORATION OR CHANGE THE BASIS OF THE CORPORATION'S ACCOUNTING POLICIES, OTHER THAN AS REQUIRED BY GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AS APPLICABLE; T. TO ENTER INTO, EXTEND, RENEW OR MODIFY ANY MATERIAL CONTRACT OR MAKE ANY CAPITAL EXPENDITURE WHICH INVOLVES PAYMENTS EXCEEDING $500,000, OTHER THAN CONTRACTS OR TRANSACTIONS INCLUDED IN THE ANNUAL BUDGET OR AN APPROVED VARIANCE THEREFROM; U. TO EXECUTE OR OTHERWISE ENTER INTO ANY EMPLOYMENT AGREEMENT, HIRE OR FIRE (WITH OR WITHOUT CAUSE) OR SET OR AMEND THE COMPENSATION LEVEL OF ANY OFFICER OF THE CORPORATION OR OTHER SIMILARLY COMPENSATED PERSON; V. TO FILE ANY CLAIM OR LAWSUIT AGAINST ANY PERSON EXCEPT WHERE THE AMOUNT CLAIMED IS LESS THAN $500,000 OR SETTLE ANY CLAIM OR LAWSUIT OR RELEASE ANY DEBT OWED THE CORPORATION EXCEPT WHERE THE AMOUNT IS LESS THAN $500,000; W. TO CONFESS A JUDGMENT AGAINST THE CORPORATION OR ALLOW A JUDGMENT BY DEFAULT TO BE RENDERED AGAINST THE CORPORATION WITHOUT ENGAGING LEGAL COUNSEL TO PROVIDE THE CORPORATION WITH AN OPPORTUNITY TO DEFEND AGAINST SUCH JUDGMENT; X. TO PAY THE DEBTS OF ANY OTHER PERSON (OTHER THAN INTER-COMPANY TRANSFERS OF MONEY AMONG THE CORPORATION AND ITS COMMONLY CONTROLLED AFFILIATES), FURNISH ANY SURETYSHIP OR GUARANTEE FOR THE OBLIGATIONS OF ANY THIRD PARTY OR INDEMNIFY ANY PERSON EXCEPT AS SPECIFICALLY PROVIDED IN THESE BYLAWS; OR Y. TO CHANGE THE NAME OF THE CORPORATION OR ANY BRAND NAMES USED BY THE CORPORATION Z. UPDATING THE MEMBER OF SHP TO MS COMMUNITY NFP JV, LLC; AA. CHANGES TO RESERVE POWERS OF THE MEMBER; AND AB. UPDATING DIRECTOR NUMBERS AND TERM LENGTH. |
| FORM 990, PART VI, SECTION A, LINE 8B |
THERE ARE NO COMMITTEES WITH AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY. |
| FORM 990, PART VI, SECTION B, LINE 11B |
MEDICA'S TAX ADVISORS COMPLETE THE RETURN, MEDICA'S FINANCE STAFF REVIEW THE RETURN BEFORE IT IS SIGNED BY THE CFO. A COPY WILL BE PROVIDED TO THE BOARD OF DIRECTORS PRIOR TO FILING WITH THE IRS. |
| FORM 990, PART VI, SECTION B, LINE 12C |
ANNUALLY ALL EMPLOYEES OF MEDICA SERVICES COMPANY AND DIRECTORS OF ALL MEDICA ENTITIES COMPLETE A CONFLICT OF INTEREST DISCLOSURE AND ARE REQUIRED TO REVIEW THE CURRENT POLICY. ALL POTENTIAL CONFLICTS ARE REVIEWED BY LEGAL/COMPLIANCE. |
| FORM 990, PART VI, SECTION B, LINE 15 |
A RELATED ORGANIZATION UTILIZED THE FOLLOWING TO DETERMINE COMPENSATION: (1) INDEPENDENT COMPENSATION CONSULTANT; (2) COMPENSATION SURVEY OR STUDY; (3) APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. |
| FORM 990, PART VI, SECTION C, LINE 19 |
MEDICA DOES NOT CONSIDER ITS CONFLICT-OF-INTEREST POLICY TO BE A CONFIDENTIAL OR PROPRIETARY DOCUMENT. THEREFORE, MEDICA WOULD MAKE THIS POLICY AVAILABLE TO ANYONE WHO REQUESTS IT. CERTAIN MEDICA ENTITIES ARE REQUIRED TO FILE ANNUAL FINANCIAL STATEMENTS WITH THE REGULATORS. MEDICA CONSIDERS FINANCIAL STATEMENTS THAT ARE FILED WITH THE REGULATORS TO BE PUBLIC DOCUMENTS. ARTICLES AND BYLAWS, CONFLICT OF INTEREST POLICY, AND FORM 990S ARE AVAILABLE UPON REQUEST. |
| FORM 990, PART VII, SECTION B, LINE 1: |
CERTAIN INDIVIDUALS REPORTED ON FORM 990, PART VII SPLIT THEIR TIME BETWEEN ALL ENTITIES UNDER MEDICA HOLDING COMPANY. THE AVERAGE HOURS PER WEEK REPORTED IN PART VII ARE THE TOTAL HOURS PER WEEK FOR ALL MEDICA ORGANIZATIONS. |
| FORM 990, PART IX, LINE 11G |
OTHER PURCHASED SERVICES: PROGRAM SERVICE EXPENSES 10,626,003. MANAGEMENT AND GENERAL EXPENSES 477,556. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 11,103,559. |
| FORM 990, PART XI, LINE 9: |
CHANGE IN NONADMITTED ASSETS -162,624. PAID-IN CAPITAL 5,000,000. |
Attach to Form 990 or 990-EZ.