2018-11-06T18:37:55-06:00 2017-12-31 346565596 ERNST & YOUNG US LLP 201 NORTH FRANKLIN STREET SUITE 2400 TAMPA FL 33602 990 2017-01-01 581377711 JOHN KNOX VILLAGE OF TAMPA BAY INC JOHN 8136322401 4100 EAST FLETCHER AVENUE TAMPA FL 33613 CARL TREMONTI CFO 8136322401 2018-11-06 1 MELANIE A MCPEAK P01346034 8132254800 71.56.5.91 2018-11-06 17:22:31 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 C5FAC41545E6A6A7C15CEB4BA4B9A32FE404225B 2017 2018-06-14 16:35:46Z GLENN WATERS 2985 DREW STREET TAMPA FL 33759 30179442 0 X HTTP://WWW.STJOSEPHSJOHNKNOX.ORG/ X 1979 FL JOHN KNOX VILLAGE OF TAMPA BAY, INC. WILL IMPROVE THE HEALTH OF ALL WE SERVE THROUGH COMMUNITY-OWNED HEALTH CARE SERVICES THAT SET THE STANDARD FOR HIGH-QUALITY, COMPASSIONATE CARE. 5 2 545 140 0 0 8318 11344 28823944 30092955 87946 75143 0 0 28920208 30179442 0 0 0 0 16938078 17284634 0 0 0 15384118 15206758 32322196 32491392 -3401988 -2311950 29187234 27248567 32329936 32670878 -3142702 -5422311 X JOHN KNOX VILLAGE OF TAMPA BAY, INC. WILL IMPROVE THE HEALTH OF ALL WE SERVE THROUGH COMMUNITY-OWNED HEALTH CARE SERVICES THAT SET THE STANDARD FOR HIGH-QUALITY, COMPASSIONATE CARE. 0 0 29646684 0 30092955 SEE SCHEDULE OJOHN KNOX VILLAGE OF TAMPA BAY, INC. SERVES THE ELDERLY POPULATION THROUGH A CONTINUUM OF CARE INCLUDING INDEPENDENT LIVING WITH HOME HEALTH ASSISTANCE, ASSISTED LIVING AND SKILLED NURSING CARE. THIS INCLUDES A SECURED LEVEL OF CARE OF ALZHEIMER'S PATIENTS IN THE ASSISTED AND SKILLED LEVELS. ALL SERVICES AND AMENITIES TO IMPROVE THE QUALITY OF DAILY LIVING ARE PROVIDED. THESE SERVICES INCLUDE HEALTH CARE, HOUSING, HOME HEALTH, DIETARY, SECURITY, MAINTENANCE, SOCIAL SERVICES, ACTIVITIES AND RELATED SERVICES TO OVER 473 RESIDENTS/PATIENTS. MEDICAID PATIENTS ARE SERVED IN OUR SKILLED CARE FACILITY AND ASSISTED LIVING THROUGH THE DIVERSION PLAN AS WELL AS ASSISTANCE FROM VETERAN'S AID AND ATTENDANCE PROGRAM. WE EDUCATE THE COMMUNITY REGARDING SENIOR LIVING SERVICES AS WELL AS CURRENT ELDER POPULATION PROGRAMS. 29646684 1 1 0 1 0 0 0 0 0 0 1 0 0 0 1 1 1 1 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 1 1 0 0 0 1 73 0 1 545 1 0 0 0 0 0 0 0 0 0 0 X 5 2 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 0 0 X JANICE POLO EVP & CFO 7278208021 2985 DREW STREET CLEARWATER FL 33759 PATRICIA DONNELLY TRUSTEE/VP, PATIENT SVCS/CNO EAST 1.00 45.00 X 0 905512 49308 KIMBERLY GUY TRUSTEE/CHAIRMAN/SVP MARKET LEADER HILLS 1.00 45.00 X X 0 743985 42304 MADELYN MOSELEY TRUSTEE/DIRECTOR AMB SPECIALTY CARE 1.00 45.00 X 0 225520 21522 DOLORES O'BRIEN TRUSTEE 1.00 0.00 X 0 0 0 RON SCHUCK TRUSTEE 1.00 0.00 X 0 0 0 CARL TREMONTI TRUSTEE/SECRETARY/TREASURER/VP, CFO BAYCARE HOSP D 1.00 45.00 X X 0 680038 32073 GLENN WATERS EVP, COO BAYCARE 1.00 45.00 X 0 1581392 76036 LISA LYONS DIRECTOR JOHN KNOX VILLAGE 45.00 0.00 X 183920 0 32557 ELLEN KOBERLEIN CONTROLLER JOHN KNOX VILLAGE 45.00 0.00 X 124180 0 24305 MICHAEL JAMES FACILITIES DIRECTOR 45.00 0.00 X 113099 0 15288 AMY PATRICK HEALTH SERVICES DIRECTOR 45.00 0.00 X 122965 0 6412 SANDY ROSS SENIOR LIVING COUNSELOR LEAD 45.00 0.00 X 103929 0 17288 DONNA WASHBURN DIRECTOR NURSING SERVICES 45.00 0.00 X 126534 0 25683 CATHY YODER FORMER TRUSTEE/OFFICER 1.00 45.00 X 0 80232 6988 774627 4216679 349764 7 1 1 0 QUALITY CARE REHAB INC 8477 S SUNCOAST BLVD HOMOSASSA FL 34446 REHABILIATION SERVICES 1702126 SODEXO INC & AFFILIATES PO BOX 536922 ATLANTA GA 30353 MANAGEMENT FEES 719735 FMR MANAGEMENT SERVICES INC PO BOX 3693 PLANT CITY FL 33563 LAUNDRY SERVICES 360299 SECURITAS SECURITY SERVICES 3450 BUSCHWOOD PARK DR TAMPA FL 33618 SECURITY SERVICES 267256 4 9594 1750 11344 RENTAL INCOME 621990 11876075 11876075 MEDICARE/MEDICAID PMNT 621990 9895568 9895568 SKILLED NURSING 621990 8162614 8162614 DIETARY REVENUE 621990 158698 158698 30092955 75143 75143 30179442 30092955 0 75143 216478 216478 13288453 13288453 412912 412912 2414529 2414529 952262 952262 84412 84412 275 275 2996272 2983116 13156 73766 73766 1439630 393526 1046104 94606 93637 969 1202511 1202511 63155 3906 59249 506578 506578 2255750 2255326 424 1189386 1173043 16343 MISCELLANEOUS SUPPLIES 1835861 1835861 MANAGEMENT FEES 1407298 1407298 MEDICAL SUPPLIES 1106141 1106141 BAD DEBT EXPENSE 547801 547801 403316 403316 32491392 29646684 2844708 0 9598 25002 1798759 1946595 377266 42542 26372 32932 25281 72588049 56387203 18028143 16200846 8800584 8927061 97410 97410 29187234 27248567 1630144 1212888 8243382 8528556 22456410 22929434 32329936 32670878 X -3866790 -6231519 724088 809208 -3142702 -5422311 29187234 27248567 X -2311950 -43185 75526 X 0 1 X 1 0 X 3270 2830 11140 8318 11344 36902 30467297 31012915 29167428 28823944 30092955 149564539 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 30470567 31015745 29178568 28832262 30104299 149601441 0 0 0 149601441 636629 49567 58426 87946 75143 907711 0 0 0 0 0 636629 49567 58426 87946 75143 907711 0 0 0 0 0 27749 27749 31134945 31065312 29236994 28920208 30179442 150536901 0.99380 0.98960 0.00600 0.01020 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: MISCELLANEOUS REVENUE - 2013 AMOUNT: $ 24,149. 2017 AMOUNT: $ 0. COMMUNITY AFFAIRS - 2013 AMOUNT: $ 3,600. 2017 AMOUNT: $ 0. 0 1 0 0 0 0 1 6400 0 0 6400 0 SCHEDULE C, PART II - B, LINE 1B & 1G, SUPPLEMENTAL INFORMATION BAYCARE EMPLOYEES WERE COMPENSATED FOR LOBBYING ACTIVITIES. 3100000 3100000 59550144 46970133 12580011 9911274 9417070 494204 26631 26631 16200846 DEPOSITS 624334 ENDOWMENT DEPOSITS 47274 EST THIRD PARTY SETTLEMENTS 340831 DUE TO AFFILIATES 21916995 22929434 X 29622047 0 29622047 557395 557395 30179442 31943591 0 31943591 547801 547801 32491392 PART X, LINE 2: MANAGEMENT BELIEVES THAT ALL TAX POSITIONS TAKEN WITH RESPECT TO EXEMPT STATUS ISSUES AND UBTI ISSUES, IF EXAMINED BY THE IRS WITH FULL KNOWLEDGE OF ALL MATERIAL FACTS, ARE MORE LIKELY THAN NOT TO BE SUSTAINED. THEREFORE, THE FULL BENEFITS OF THE TAX POSITIONS TAKEN ARE RECOGNIZED IN THE FINANCIAL STATEMENTS. PART XI, LINE 4B - OTHER ADJUSTMENTS: GRANTS RECORDED IN NET ASSETS 9,594. BAD DEBT EXPENSE 547,801. PART XII, LINE 4B - OTHER ADJUSTMENTS: BAD DEBT EXPENSE 547,801. 1 1 0 0 0 0 0 0 0 PATRICIA DONNELLY TRUSTEE/VP, PATIENT SVCS/CNO EAST 0 143079 0 131641 0 630792 0 38910 0 10398 0 954820 0 207241 KIMBERLY GUY TRUSTEE/CHAIRMAN/SVP MARKET LEADER H 0 428348 0 137695 0 177942 0 13500 0 28804 0 786289 0 37377 MADELYN MOSELEY TRUSTEE/DIRECTOR AMB SPECIALTY CARE 0 201932 0 22384 0 1204 0 11968 0 9554 0 247042 0 0 CARL TREMONTI TRUSTEE/SECRETARY/TREASURER/VP, CFO 0 391450 0 122076 0 166512 0 13500 0 18573 0 712111 0 33098 GLENN WATERS EVP, COO BAYCARE 0 882861 0 387681 0 310850 0 34342 0 41694 0 1657428 0 0 LISA LYONS DIRECTOR JOHN KNOX VILLAGE 162966 0 19494 0 1460 0 9495 0 23063 0 216478 0 0 0 DONNA WASHBURN DIRECTOR NURSING SERVICES 110857 0 7142 0 8535 0 5821 0 19862 0 152217 0 0 0 CATHY YODER FORMER TRUSTEE/OFFICER 0 51627 0 20808 0 7797 0 2682 0 4306 0 87220 0 26715 PART I, LINE 3 THE FILING ORGANIZATION DOES NOT USE ANY OF THE OPTIONS LISTED IN SCHEDULE J, PART I, LINE 3 TO ESTABLISH THE COMPENSATION OF THE CEO/EXECUTIVE DIRECTOR. HOWEVER, THE RELATED ORGANIZATION, BAYCARE HEALTH SYSTEM INC, USES COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, WRITTEN EMPLOYMENT CONTRACT, COMPENSATION SURVEY OR STUDY AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE AS A MEANS TO ESTABLISH THE CEO'S COMPENSATION OF THE FILING ORGANIZATION. PART I, LINES 4A-B PATRICIA DONNELLY RECEIVED A SEVERANCE PAYMENT IN THE AMOUNT OF $322,400 DURING 2017. PATRICIA DONNELLY - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. SHE HAD $280,813 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. SHE BECAME 100% VESTED DURING 2017. THE PLAN MADE CASH DISTRIBUTION OF $117,801 IN 2017. KIMBERLY GUY - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. SHE HAD $122,623 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $51,440 IN 2017. CARL TREMONTI - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $117,157 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $49,147 IN 2017. GLENN WATERS - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $187,776 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. HE HAD $16,993 OF NONVESTED BENEFITS ACCRUE DURING 2017. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $78,772 IN 2017. CATHY YODER - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. SHE HAD $38,152 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $316,132 IN 2017. FORM 990, PART VI, SECTION A, LINE 1 JOHN KNOX VILLAGE OF TAMPA BAY, INC. IS CONTROLLED BY ST. JOSEPH'S HEALTH CARE CENTER, INC., A 501(C)(3) TAX-EXEMPT ORGANIZATION. A MAJORITY OF THE VOTING MEMBERS OF THE BOARD OF ST. JOSEPH'S HEALTH CARE CENTER, INC., ARE INDEPENDENT. FORM 990, PART VI, SECTION A, LINE 2 CARL TREMONTI AND GLENN WATERS ARE OFFICERS OF THE FILING ORGANIZATION AS WELL AS BOARD MEMBERS OF A TAXABLE ENTITY AFFILIATED WITH THE FILING ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER OF JOHN KNOX VILLAGE OF TAMPA BAY, INC. IS ST. JOSEPH'S HEALTH CARE CENTER, INC. FORM 990, PART VI, SECTION A, LINE 7A DESIGNATION AND ELECTION OF DIRECTORS: (A) THE PRESIDENT OF THE CORPORATION SHALL SERVE AS A PERMANENT DIRECTOR. (B) ALL DIRECTORS SHALL BE ELECTED BY THE MEMBER. FORM 990, PART VI, SECTION A, LINE 7B THE TAXPAYER IS A PARTICIPANT, AS DEFINED IN THE SECOND RESTATED JOINT OPERATING AGREEMENT DATED AS OF MAY 23, 2006, AS AMENDED (THE "JOA"). UNDER THE JOA, BAYCARE HEALTH SYSTEM, INC. IS RESPONSIBLE FOR THE OPERATIONS OF THE PARTICIPANTS. THE JOA PARTICIPANTS INCLUDE THE TAXPAYER AND OTHER HOSPITALS AND NON-HOSPITAL ORGANIZATIONS. NOTICE OF THE JOA WAS PREVIOUSLY PROVIDED TO THE INTERNAL REVENUE SERVICE BY LETTER DATED JULY 1, 1997. THE MEMBER SHALL RESERVE TO ITSELF IN ITS CAPACITY AS THE CORPORATE MEMBER OF THE CORPORATION THE FOLLOWING TWO CATEGORIES OF ACTIONS: CLASS I MEMBER RESERVED RIGHTS AND CLASS II MEMBER RESERVED RIGHTS. A. CLASS I MEMBER RESERVED RIGHTS. 1. ADDITION, DELETION OR RECONFIGURATION OF SERVICES OF THE CORPORATION. 2. ESTABLISHMENT OF OVERALL CAPITAL AND OPERATING BUDGETS AND STRATEGIC PLANS APPLICABLE TO THE CORPORATION, INCLUDING THE USE OF THE FUNDS OF THE CORPORATION. 3. EXCLUSIVE AUTHORITY TO ENTER INTO MANAGED CARE CONTRACTS ON BEHALF OF THE CORPORATION. 4. APPROVAL OF CONTRACTS ON BEHALF OF THE CORPORATION (BUT THE CLASS I MEMBER MAY ESTABLISH POLICIES FROM TIME TO TIME PROVIDING THAT ONLY SPECIFIC TYPES OF CONTRACTS OR CONTRACTS INVOLVING OBLIGATIONS IN EXCESS OF SPECIFIED LEVELS NEED TO BE APPROVED BY THE CLASS I MEMBER). 5. AUTHORITY TO ESTABLISH FEES AND CHARGES ON BEHALF OF THE CORPORATION. 6. DETERMINATION OF WHETHER THE CORPORATION SHOULD JOIN ANY NETWORKS OR ALTERNATIVE OR INTEGRATED DELIVERY SYSTEMS. 7. ESTABLISHMENT OF EMPLOYMENT AND OTHER POLICIES APPLICABLE TO ALL PERSONNEL EMPLOYED BY THE CORPORATION. 8. APPROVAL OF THE PHILOSOPHY, MISSION STATEMENT AND PURPOSES OF THE CORPORATION. 9. APPROVAL OF CHANGES IN THE ARTICLES OF INCORPORATION OR IN THE BYLAWS OF THE CORPORATION. 10. APPROVAL OF THE MERGER, CONSOLIDATION, DISSOLUTION, SALE OR OTHER TRANSFER OF SUBSTANTIALLY ALL ASSETS OF THE CORPORATION, OR OTHER CHANGE IN CORPORATE FORM, CAUSING A FUNDAMENTAL REORGANIZATION OF THE CORPORATION. 11. APPROVAL OF THE INCURRENCE OF INDEBTEDNESS BY THE CORPORATION ABOVE CERTAIN LIMITS ESTABLISHED BY THE CLASS I MEMBER. 12. APPROVAL OF THE ESTABLISHMENT OF ADDITIONAL AFFILIATES OR SUBSIDIARIES OF THE CORPORATION. 13. ADOPTION OF STRATEGIC PLANS OR MAJOR CHANGES IN PROGRAMS OR SERVICES OF THE CORPORATION. 14. APPROVAL OF THE PURCHASE, SALE, TRANSFER, OR OTHER ENCUMBRANCE OF ASSETS OF THE CORPORATION ABOVE SPECIFIED LEVELS ESTABLISHED BY THE CLASS I MEMBER. B. CLASS II MEMBER RESERVED RIGHTS. 1. APPROVAL OF THE PHILOSOPHY, MISSION STATEMENT AND PURPOSES OF THE CORPORATION. 2. APPROVAL OF THE MERGER, CONSOLIDATION, DISSOLUTION, SALE OR OTHER TRANSFER OF SUBSTANTIALLY ALL ASSETS OF THE CORPORATION, OR OTHER CHANGE IN CORPORATE FORM, CAUSING A FUNDAMENTAL REORGANIZATION OF THE CORPORATION. 3. APPROVAL OF ANY SALE, LONG TERM LEASE, MORTGAGE, ENCUMBRANCE OR DISPOSITION OF PROPERTY OF THE CORPORATION CONSTITUTING AN 'ALIENATION' UNDER PRINCIPLES OF CANON LAW. 4. APPROVAL OF MATTERS RELATING TO THE IMPLEMENTATION OF AND COMPLIANCE WITH THE ETHICAL AND RELIGIOUS DIRECTIVES. 5. APPROVAL OF SUBSTANTIVE CHANGES IN THE ARTICLES OF INCORPORATION OF THE CORPORATION AND THESE BYLAWS (PROVIDED THAT PRIOR NOTICE OF ANY CHANGE IN THE ARTICLES OF INCORPORATION OF THE CORPORATION OR THESE BYLAWS SHALL BE PROVIDED TO TRINITY HEALTH AND, IF SUCH CHANGE, AS A RESULT OF TRINITY HEALTH BEING A CATHOLIC ENTITY, MUST BE APPROVED BY TRINITY HEALTH, SUCH CHANGE, REGARDLESS OF WHETHER IT IS SUBSTANTIVE AS A MATTER OF CIVIL LAW, SHALL BE SUBJECT TO THE APPROVAL OF TRINITY HEALTH). 6. WITH REGARD TO ANY ASSETS OF THE CORPORATION NO LONGER REQUIRED IN THE OPERATIONS OF THE CORPORATION, APPROVAL OF ANY SALE OR OTHER DISPOSITION OF ANY ASSETS NOT IN THE ORDINARY COURSE WHICH HAVE A VALUE IN EXCESS OF $3 MILLION, AND WITH REGARD TO ALL OTHER ASSETS OF THE CORPORATION USED IN THE OPERATIONS OF THE CORPORATION, APPROVAL OF ANY SALE OR OTHER DISPOSITION OF SUCH ASSETS NOT IN THE ORDINARY COURSE (BUT THE FOREGOING IS NOT INTENDED TO LIMIT ANY TRANSFER OF THE LOCATION OF THE ASSETS FROM THE CORPORATION TO ANOTHER ENTITY IN CONNECTION WITH A DULY AUTHORIZED RECONFIGURATION OF SERVICES). 7. THE DETERMINATION OF THE DISTRIBUTION OF ASSETS UPON DISSOLUTION OR LIQUIDATION OF THE CORPORATION. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY THE ORGANIZATION AND REVIEWED BY THE CFO, AS WELL AS THE ORGANIZATION'S PAID PREPARER. PRIOR TO FILING WITH THE IRS, A FINAL COPY OF THE FORM 990 WAS PROVIDED TO THE ENTIRE BOARD. FORM 990, PART VI, SECTION B, LINE 12C JOHN KNOX VILLAGE OF TAMPA BAY, INC. HAS TWO SEPARATE CONFLICT OF INTEREST PROCEDURES; ONE THAT RELATES TO BOARD MEMBERS AND ANOTHER THAT RELATES TO NON-BOARD MEMBER EMPLOYEES. BOTH GROUPS ARE REQUIRED ON AN ANNUAL BASIS TO COMPLETE, SIGN AND FILE AN ANNUAL DISCLOSURE STATEMENT DETAILING EXISTING OR POTENTIAL CONFLICTS OF INTERESTS. DISCLOSURE REQUIREMENTS OF BOARD AND COMMITTEE MEMBERS PRIOR TO ANY AND ALL BOARD OR COMMITTEE MEETINGS, EACH BOARD/COMMITTEE MEMBER SHALL REVIEW THE MEETING AGENDA FOR ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST. IN THE EVENT AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST ASSOCIATED WITH ANY AGENDA ITEM IS CONCLUDED BY A BOARD COMMITTEE MEMBER AFTER SUCH REVIEW, THE IMPACTED BOARD/COMMITTEE MEMBER SHALL INFORM THE BOARD/COMMITTEE CHAIRPERSON OF THE CONFLICT IN ADVANCE OF THE MEETING. REQUIRED ACTION AFTER DISCLOSURE OF THE BOARD/COMMITTEE MEMBER'S ACTUAL OR POTENTIAL CONFLICT TO THE BOARD/COMMITTEE CHAIRPERSON AS SET FORTH ABOVE, THE FOLLOWING PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST WILL BE ADHERED TO BY EACH BOARD AND ALL COMMITTEES WITHOUT EXCEPTION: 1. THE BOARD/COMMITTEE CHAIRPERSON SHALL, UPON DISCLOSURE BY AN IMPACTED BOARD/COMMITTEE MEMBER, HAVE THE DISCRETION (BASED UPON THE SEVERITY OF THE ACTUAL OR POTENTIAL CONFLICT) TO EXCUSE THE IMPACTED BOARD/COMMITTEE MEMBER FROM THE BOARD/COMMITTEE DISCUSSIONS ON THAT AGENDA ITEM. 2. REGARDLESS OF WHETHER THE IMPACTED BOARD/COMMITTEE MEMBER IS ASKED TO LEAVE THE ROOM DURING THE AGENDA ITEM DISCUSSION, THE BOARD/COMMITTEE CHAIRPERSON SHALL NOTIFY ALL BOARD/COMMITTEE MEMBERS OF THE ACTUAL OR POTENTIAL CONFLICT OF INTEREST SO EVERYONE IS AWARE OF THE SAID CONFLICT BEFORE ANY DISCUSSIONS AND/OR VOTE ON THE MATTER. 3. THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE BAYCARE ENTITY CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM AN INDIVIDUAL OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. 4. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY AVAILABLE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE BAYCARE ENTITY'S BEST INTEREST, AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO BAYCARE. AN INTERESTED BOARD/COMMITTEE SHALL NOT VOTE, PARTICIPATE IN, INFLUENCE, OR ATTEMPT TO INFLUENCE ANY DETERMINATION OR PROCEEDINGS. AS REQUESTED BY THE BOARD/COMMITTEE CHAIRPERSON, THE INTERESTED BOARD/COMMITTEE MEMBER MAY, HOWEVER, RESPOND TO QUESTIONS POSED BY THE BOARD/COMMITTEE REGARDING THE CONTRACT OR TRANSACTION. ANY SUCH CONTRACT OR TRANSACTION MUST BE AUTHORIZED BY A VOTE OF AT LEAST TWO-THIRDS (2/3) OF THE BOARD/ COMMITTEE MEMBERS ENTITLED TO VOTE AT A MEETING AT WHICH A QUORUM WAS PRESENT. ANY INTERESTED BOARD/COMMITTEE MEMBER MAY NOT BE COUNTED IN DETERMINING THE EXISTENCE OF A QUORUM. 5. THE MINUTES OF THE BOARD AND ALL COMMITTEES SHALL REFLECT THE FOLLOWING: A. THE NAME(S) OF THE BOARD/COMMITTEE MEMBER(S) WHO DISCLOSED OR WAS OTHERWISE FOUND TO HAVE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE ACTUAL OR POSSIBLE CONFLICT OF INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE BOARD/COMMITTEE CHAIRPERSON'S DECISION AS TO WHETHER A CONFLICT OF INTEREST, IN FACT, EXISTED. B. THE NAMES OF THE BOARD/COMMITTEE MEMBERS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN ON THE SUBJECT AT ISSUE. C. THE INTERESTED BOARD/COMMITTEE MEMBER'S REMOVAL FROM THE ROOM (IF REQUESTED BY THE CHAIRPERSON), EXCLUSION FROM VOTING AND PARTICIPATION IN DISCUSSIONS, AND THE EXISTENCE OF A PROPER QUORUM. FOR EMPLOYEES, THE REVIEW OF CONFLICTS OF INTEREST OR POTENTIAL CONFLICTS GOES TO THE CONFLICT OF INTEREST DETERMINATION COMMITTEE. THIS COMMITTEE CONSISTS OF THE BAYCARE CHIEF COMPLIANCE OFFICER, THE CORPORATE RESPONSIBILITY OFFICERS, AND THE BAYCARE VICE PRESIDENT OF TEAM RESOURCES. THIS COMMITTEE SHALL DETERMINE IF AN ACTUAL CONFLICT EXISTS AND ANY ACTION REQUIRED TO ADDRESS THE CONFLICT OF INTEREST SITUATION. FORM 990, PART VI, SECTION B, LINE 15A THE FILING ORGANIZATION DOES NOT DIRECTLY COMPENSATE SOME OF ITS TOP MANAGEMENT EMPLOYEES; RATHER COMPENSATION IS PAID BY A RELATED ORGANIZATION THAT ALSO FOLLOWS THE COMPENSATION POLICY OF THE COMPENSATION COMMITTEE. THE INDEPENDENT COMPENSATION COMMITTEE IS APPOINTED BY THE BOARD OF DIRECTORS. THE COMPENSATION COMMITTEE'S PURPOSE IS TO PROVIDE OVERSIGHT FOR THE ORGANIZATION'S EXECUTIVE COMPENSATION PROGRAM, REVIEW AND APPROVE COMPENSATION AND BENEFITS FOR ALL "DISQUALIFIED PERSONS" SUBJECT TO THE INTERMEDIATE SANCTIONS REGULATIONS ISSUED UNDER SECTION 4958 OF THE INTERNAL REVENUE CODE (INCLUDING THE CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER & CHIEF FINANCIAL OFFICER, OTHER SYSTEM AND ENTITY EXECUTIVES, AND OTHER DISQUALIFIED PERSONS AS DEFINED IN THE INTERMEDIATE SANCTIONS REGULATIONS (I.E., VOTING MEMBERS OF THE GOVERNING BODY, FAMILY MEMBERS, FORMER OFFICERS), AND ESTABLISH THE COMPENSATION PHILOSOPHY FOR ALL OTHER EXECUTIVES. THIS COMMITTEE ENGAGES NATIONALLY RECOGNIZED COMPENSATION CONSULTANTS TO ASSIST THEM IN REVIEW OF EXECUTIVE COMPENSATION. THE COMPENSATION CONSULTANTS PROVIDE A REVIEW OF EACH VICE PRESIDENT AND ABOVE IN THE SYSTEM TO DETERMINE IF THAT EMPLOYEE'S COMPENSATION IS REASONABLE WHEN COMPARED AGAINST MARKET STANDARDS. THE DATA REVIEWED COMES FROM COMPENSATION STUDIES THAT INCLUDE COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS. THE ORGANIZATION KEEPS CONTEMPORANEOUS MINUTES OF THE COMPENSATION COMMITTEES MEETINGS AND DECISIONS. EXTERNAL CONSULTANTS REVIEW COMPENSATION EVERY OTHER YEAR THE LAST REVIEW OCCURRING IN 2017, BUT THE COMPENSATION COMMITTEE REGULARLY MONITORS COMPENSATION AND ALL OTHER PROCEDURES ARE FOLLOWED ANNUALLY. FORM 990, PART VI, SECTION C, LINE 19 JOHN KNOX VILLAGE OF TAMPA BAY'S GOVERNING DOCUMENTS ARE AVAILABLE TO THE PUBLIC VIA SUNBIZ.ORG. FORM 990, PART XI, LINE 9: CAPITAL DISTRIBUTION 85,120. GRANTS RECORDED IN NET ASSETS -9,594. ST JOSEPH'S HOSPITAL OF TAMPA FOUND INC 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 33607 591100828 FUNDRAISING FL 501(C)(3) 12C SJHCC 1 SOUTH FLORIDA BAPTIST HOSPITAL 301 N ALEXANDER STREET PLANT CITY FL 33563 590594631 MEDICAL SRVCS FL 501(C)(3) 3 N/A 0 FRANCISCAN PROPERTIES INC 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 33607 592822519 SUPPORTS SJH FL 501(C)(3) 12B SJHCC 1 ST ANTHONY'S PROFESSIONAL BUILDING & SE 1200 7TH AVENUE NORTH ST PETERSBURG FL 33705 592018848 REAL ESTATE FL 501(C)(3) 10 SJHCC 1 ST JOSEPH'S ENTERPRISES INC 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 33607 592822516 HEALTH INVEST FL 501(C)(3) 12B SJHCC 1 BAYCARE HEALTH SYSTEM INC 2985 DREW ST CLEARWATER FL 33759 592796965 SUPPORT SRVCS FL 501(C)(3) 12A N/A 0 ST JOSEPH'S HEALTH CARE CENTER INC 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 33607 592593686 SUPPORT SRVCS FL 501(C)(3) 12B N/A 0 ST JOSEPH'S HOSPITAL INC 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 33607 590774199 HEALTH SRVCS FL 501(C)(3) 3 N/A 0 ST JOSEPH'S COMMUNITY CARE INC 3001 W DR MARTIN LUTHER KING JR TAMPA FL 33607 593152608 MEDICAL ASST FL 501(C)(3) 10 SJHCC 1 CARILLON SURGERY CNTR 900 CARILLON ST PET FL 33716 261116740 HEALTH SRVC FL SAPOB N/A 0 0 ST ANT PHY SURG CNTR 705 16TH ST N ST PET FL 33705 010861245 HEALTH SRVC FL SAPOB N/A 0 0 HEALTHPOINT MANAGEMENT SERVICES INC 4902 EISENHOWER BLVD SUITE 300 TAMPA FL 33634 650645457 BILLING/MGMT FL SJHCC C 1 HEALTHPOINT MEDICAL GROUP INC 4902 EISENHOWER BLVD SUITE 300 TAMPA FL 33634 593244268 PHYSICIANS GROUP FL SJHCC C 1 0 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 1 1