2025-01-13T09:53:02-06:00 2024-06-30 410746749 CLIFTONLARSONALLEN LLP 220 S 6TH STREET SUITE 300 MINNEAPOLIS MN 55402 990 2023-07-01 810247705 CMC MISSOULA INC CMCM 4067284100 PO BOX 4091 MISSOULA MT 59806 SCOTT HACKER BOARD CHAIR 4067284100 2025-01-13 1 0 GREG THELEN P01771735 6123764500 2025-01-08 2023 2024-10-15 13:58:12Z SCOTT HACKER PO BOX 4091 MISSOULA MT 59806 265108 0 X N/A X 1948 MT TO PERFORM POST-CLOSING DUTIES AND OBLIGATIONS UNDER THE TERMS OF THE ASSET PURCHASE AGREEMENT. 4 4 0 0 0 0 0 0 0 0 208555 262282 569440 0 777995 262282 0 0 0 0 20000 8000 0 0 0 88581 117126 108581 125126 669414 137156 5989462 6210806 502442 501259 5487020 5709547 TO PERFORM POST-CLOSING DUTIES AND OBLIGATIONS UNDER THE TERMS OF THE ASSET PURCHASE AGREEMENT. 0 0 125126 0 0 ACTIVITIES IN THE PERIOD SINCE THE SALE OF HOSPITAL OPERATIONS TO REGIONALCARE HOSPITAL PARTNERS IN JANUARY 2015 INCLUDE EXECUTING POST-SALE RESPONSIBILITIES IN ACCORDANCE WITH THE ASSET PURCHASE AND MONITORING AGREEMENTS. 125126 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 8 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 4 4 0 0 0 0 0 0 1 1 0 0 0 1 1 1 1 0 0 0 0 0 X JAN K PARKS CPA 4062400344 PO BOX 1629 MISSOULA MT 59806 SCOTT HACKER BOARD CHAIR 1.50 X X 5000 0 0 JAN PARKS VICE CHAIR 1.50 X X 5000 0 0 BILL JOHNSTON SECRETARY 1.50 X X 5000 0 0 TANYA ASK TRUSTEE 1.50 X 5000 0 0 20000 0 0 0 0 0 0 0 265108 265108 2826 -2826 -2826 -2826 262282 0 0 262282 8000 8000 17067 17067 24971 24971 21765 21765 270 270 226 226 27827 27827 SETTLEMENT EXPENSE 25000 25000 125126 125126 0 0 427367 322824 4466 1 5527243 5857595 30386 30386 5989462 6210806 2442 1259 500000 500000 502442 501259 X 5487020 5709547 5487020 5709547 5989462 6210806 137156 85371 0 X 0 0 0 X 0 THIRD PARTY PAYABLE 500000 500000 PAGE 3, PART X THE ORGANIZATION IS EXEMPT FROM INCOME TAXES UNDER SECTION 501(C)(3) OF THE IRC. THE ORGANIZATION FOLLOWS THE GUIDANCE IN THE ACCOUNTING STANDARDS REGARDING THE RECOGNITION AND MEASUREMENT OF UNCERTAIN TAX POSITIONS. THE GUIDANCE CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES RECOGNIZED IN AN ENTITY'S FINANCIAL STATEMENT(S). THE GUIDANCE FURTHER PRESCRIBES RECOGNITION AND MEASUREMENT OF TAX PROVISIONS TAKEN OR EXPECTED TO BE TAKEN ON A TAX RETURN THAT ARE NOT CERTAIN TO BE REALIZED. THE ORGANIZATION'S INCOME TAX RETURNS ARE SUBJECT TO REVIEW AND EXAMINATION BY FEDERAL, STATE, AND LOCAL AUTHORITIES. THE ORGANIZATION IS NOT AWARE OF ANY ACTIVITIES THAT WOULD JEOPARDIZE ITS TAX-EXEMPT STATUS. EXPLANATION OF OPERATIONS - SCHEDULE A, PART I, LINE 3 CMC MISSOULA, INC. WAS FORMERLY COMMUNITY MEDICAL CENTER, INC., WHICH WAS A TAX EXEMPT HOSPITAL, UNDER 170(B)(1)(A)(II), OPERATING IN MISSOULA, MT. COMMUNITY MEDICAL CENTER, INC. ENTERED INTO AN ASSET PURCHASE AGREEMENT (APA) IN JANUARY OF 2015 WITH RCHP/BILLINGS MISSOULA, LLC. AS PART OF THE POST-CLOSING ACTIVITY, THE FORMER COMMUNITY MEDICAL CENTER, INC. WAS RENAMED TO CMC MISSOULA, INC. AND RESTATED ITS ARTICLES OF INCORPORATION AND BY-LAWS AS PART OF THAT PROCESS. CMC MISSOULA, INC. IS ORGANIZED TO OPERATE THE CORPORATION AFTER THE SALE OF ITS ASSETS, WHICH INCLUDES THE FIDUCIARY DUTY TO PROVIDE OVERSIGHT AND PRESERVATION OF THE SALE PROCEEDS, DISCHARGING CERTAIN LIABILITIES, COLLECTING OUTSTANDING AMOUNTS OWED, PERFORMING CERTAIN POST-CLOSING DUTIES AS OUTLINED IN THE APA, AND FROM TIME TO TIME TRANSFER FUNDS TO ANOTHER CHARITABLE ORGANIZATION AS APPROVED BY THE MT ATTORNEY GENERAL. THE APA INCLUDES A MONITORING, COMPLIANCE, AND ENFORCEMENT AGREEMENT IN PLACE BETWEEN THE MONTANA ATTORNEY GENERAL'S OFFICE (ATTORNEY GENERAL), CMC MISSOULA, INC. (CMCM), AND THE BUYER, RCHP BILLINGS-MISSOULA, LLC (BUYER). AS PART OF THIS AGREEMENT CMCM IS RESPONSIBLE FOR MONITORING COMPLIANCE WITH THE POST-CLOSING COVENANTS OF THE APA. ADDITIONALLY, THE ATTORNEY GENERAL MUST APPROVE ALL CHANGES TO CMCM'S ARTICLES OF INCORPORATION, BYLAWS, OR CONFLICT OF INTEREST POLICY. THE ATTORNEY GENERAL ALSO HAS THE RIGHT TO APPOINT AN INDIVIDUAL TO HAVE THE AUTHORITY TO ATTEND ALL CMCM BOARD MEETINGS. THE ATTORNEY GENERAL'S MONITOR SHALL SERVE AS A LIASON TO THE ATTORNEY GENERAL REGARDING ALL MATTERS CONSIDERED BY THE BOARD OF CMCM. UPON APPROVAL OF THE ATTORNEY GENERAL CMCM WILL BE DISSOLVED AND ALL OF THE ASSETS, SELLER'S OBLIGATIONS AND COMMITMENTS WILL BE TRANSFERRED TO A CHARITABLE TAX EXEMPT ORGANIZATION. CMCM IS CURRENTLY WORKING WITH THE ATTORNEY GENERAL TO COMPLETE THIS PROCESS AND HOPES TO HAVE IT COMPLETED IN THE NEAR FUTURE. FORM 990, PART VI, SECTION A, LINE 7B THE RESTATED ARTICLES OF INCORPORATION AND/OR THE RESTATED BYLAWS MAY BE AMENDED BY A SUPERMAJORITY VOTE OF THE BOARD OF DIRECTORS, BUT ONLY WITH THE APPROVAL OF THE MONTANA ATTORNEY GENERAL AS REQUIRED UNDER THE TERMS OF THE ORGANIZATION'S AGREEMENT DATED JANUARY 9, 2015, WITH THE ATTORNEY GENERAL, WHICH APPROVAL IS REQUIRED FOR TEN (10) YEARS. FORM 990, PART VI, SECTION A, LINE 8B THE ORGANIZATION DOES NOT HAVE ANY COMMITTEES THAT HAVE AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 AND RELATED SCHEDULES WAS GIVEN TO THE BOARD OF DIRECTORS FOR REVIEW AND APPROVAL PRIOR TO BEING FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C ANNUALLY, THE BOARD IS REQUIRED TO COMPLETE AND SIGN A CONFLICT OF INTEREST FORM THAT SPECIFICALLY ASKS ABOUT OUTSIDE INTERESTS, OUTSIDE ACTIVITIES, GIFTS, GRATUITIES, AND ENTERTAINMENT, AND INSIDE INFORMATION AND OTHER INTEREST. ON THIS SAME FORM, BOARD MEMBERS MUST ALSO CERTIFY THAT THEY HAVE A CONTINUING RESPONSIBILITY TO OBSERVE AND APPLY THE PROVISIONS OF THE POLICY. THIS CERTIFICATION REQUIRES THAT THEY UPDATE THEIR CONFLICT OF INTEREST FORM SHOULD ANY NEW CONFLICTS DEVELOP. ANY BOARD MEMBER WITH A CONFLICT OF INTEREST MAY NOT VOTE, INFLUENCE, OR PARTICIPATE IN ANY WAY ON ANY MATTER THAT THEY, OR THEIR RELATIVES, HAVE A SUBSTANTIAL INTEREST. THE ANNUAL CONFLICT OF INTEREST FORMS ARE MONITORED BY THE BOARD CHAIR. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE MADE AVAILABLE UPON REQUEST.