2016-11-12T13:29:10-06:00 2015-12-31 161226221 FUST CHARLES CHAMBERS LLP 5784 WIDEWATERS PARKWAY SYRACUSE NY 13214 990 2015-01-01 150532245 ST ELIZABETH MEDICAL CENTER STEL 3158018151 2209 GENESEE STREET UTICA NY 135015999 LOUIS AIELLO CFO 3158018151 2016-11-02 1 JOSEPH J SCHLEGEL P00301329 3154463600 2015 2017-02-10 21:41:12Z LOUIS AIELLO 2209 GENESEE STREET UTICA NY 135015999 213519379 0 X WWW.STEMC.ORG X 1861 NY ST. ELIZABETH MEDICAL CENTER COMMUNITY, INSPIRED BY ST. FRANCIS OF ASSISI AND FAITHFUL TO THE TEACHINGS OF THE ROMAN CATHOLIC CHURCH, IS COMMITTED TO EXCELLENCE IN HEALTHCARE AND EDUCATION. 19 16 2107 164 311386 -127354 2141830 1526015 199525092 205681545 393243 337278 6289006 5974541 208349171 213519379 0 0 0 0 122730809 123281789 0 0 0 90428525 93079232 213159334 216361021 -4810163 -2841642 131217244 126538702 123367610 121947762 7849634 4590940 X ST. ELIZABETH MEDICAL CENTER COMMUNITY, INSPIRED BY ST. FRANCIS OF ASSISI AND FAITHFUL TO THE TEACHINGS OF THE ROMAN CATHOLIC CHURCH, IS COMMITTED TO EXCELLENCE IN HEALTHCARE AND EDUCATION. 0 0 101890273 110487292 INPATIENT SERVICES- ST ELIZABETH MEDICAL CENTER IS A FULL SERVICE GENERAL HOSPITAL WITH 201 LICENSED BEDS. THE HOSPITAL PROVIDES A FULL RANGE OF ROUTINE AND ANCILLARY SERVICES, INCLUDING CARDIAC SURGERY AND ANGIOPLASTY. DISBURSEMENTS MADE BY THE HOSPITAL ARE EXCLUSIVELY FOR SERVICES AND MATERIALS USED IN PERFORMING THE HOSPITAL'S EXEMPT FUNCTIONS. ST ELIZABETH MEDICAL CENTER PROVIDES CARE TO EVERYONE REGARDLESS OF RACE, RELIGION OR ABILITY TO PAY. 28404430 33717561 AMBULATORY SURGERY- ST ELIZABETH MEDICAL CENTER HAS A FULL RANGE OF AMBULATORY SURGERY SERVICES ON ITS CAMPUS FOR PATIENTS THAT DO NOT REQUIRE OVERNIGHT OR LONG INPATIENT STAYS. ST ELIZABETH MEDICAL CENTER PROVIDES SERVICES TO EVERYONE REGARDLESS OF RACE, RELIGION, OR ABILITY TO PAY. 13873465 13049236 COMMUNITY MEDICINE- THE HOSPITAL IN ADDITION TO HAVING OUTPATIENT VISITS ON SITE HAS THIRTEEN OFF-SITE CLINICS TO PROVIDE PATIENTS WITH CONVENIENT MEDICAL CARE AT A LOWER COST THAN IN THE HOSPITAL SETTING. THE OFF-SITE CLINICS INCLUDE FAMILY PRACTICE AND COMMUNITY MEDICINE. 49777470 47665547 OTHER PROGRAM SERVICES INCLUDE EMERGENCY ROOM, REFERRED AMBULATORY, CLINICS, FAMILY PRACTICE, SPORTS MEDICINE CENTER, COLLEGE OF NURSING, INTERNS AND RESIDENTS, AND HOME HEALTH AGENCY 49777470 47665547 193945638 1 1 0 1 0 0 1 0 0 1 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 1 1 0 0 1 1 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 1 1 0 0 1 165 0 2107 1 1 1 0 0 0 0 0 0 0 0 0 X 19 16 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 1 0 NY X LOUIS AIELLO - ST ELIZABETH MEDICAL CENTER 3156246143 2209 GENESEE STREET UTICA NY 13501 X HONORABLE NORMAN I SIEGEL CHAIRMAN 1.50 3.50 X X 0 0 0 GREGORY B MCLEAN VICE CHAIRMAN 1.00 2.50 X X 0 0 0 GREGORY EVANS SECRETARY 1.00 2.50 X X 0 0 0 JOAN COMPSON TREASURER 1.00 2.50 X X 0 0 0 RICHARD TANTILLO TRUSTEE 1.00 2.50 X 0 0 0 TODD HUTTON PHD TRUSTEE 1.00 2.50 X 0 0 0 STEPHEN SWEET TRUSTEE 1.00 2.50 X 0 0 0 DOMENIC P AIELLO MD TRUSTEE 1.00 2.50 X 0 0 0 MARIA GESUALDO DO TRUSTEE 1.00 2.50 X 0 0 0 BONNIE WOODS TRUSTEE 1.00 2.50 X 0 0 0 BARBARA BRODOCK TRUSTEE 1.00 5.00 X 0 0 0 CATHERINE COMINSKY TRUSTEE 1.00 2.50 X 0 0 0 THOMAS DENNISON PHD TRUSTEE 1.00 2.50 X 0 0 0 ANDREW KOWALCZYK III TRUSTEE 1.00 2.50 X 0 0 0 SYMEON TSOUPELIS TRUSTEE 1.00 2.50 X 0 0 0 ERIC YOSS MD TRUSTEE 1.00 2.50 X 26164 0 0 RICHARD ZWEIFEL TRUSTEE 1.00 2.50 X 0 0 0 SCOTT PERRA FACHE TRUSTEE, PRESIDENT/CEO 20.00 35.00 X X 0 802079 31957 ROBERT DICKS TRUSTEE 1.00 0.00 X 0 0 0 BRIAN BOYLE MD FSLH MEDICAL STAFF PRESIDENT 1.00 2.50 X 0 0 0 LOUIS AIELLO SENIOR VP/CFO 18.00 32.00 X 386661 0 27341 ROBERT SCHOLEFIELD RN MS SENIOR VP/COO 20.00 30.00 X 310822 0 27341 PATRICIA ROACH MS RN NEA-BC SENIOR VP/CNO 20.00 30.00 X 0 355471 35359 ALBERT D'ACURZIO MD SENIOR VP/CMO 50.00 0.00 X 397479 0 27341 CLIFFORD SOULTS MD PHYSICIAN 50.00 0.00 X 794744 0 21580 ASHRAF ALY MD PHYSICIAN 50.00 0.00 X 363670 0 21606 VIGNESWAREN KANDIAH MD PHYSICIAN 50.00 0.00 X 338532 0 24256 FRANCIS CONSTANTINE MD PHYSICIAN 50.00 0.00 X 350980 0 22861 NICHOLAS QANDAH MD PHYSICIAN 50.00 0.00 X 391265 0 3482 RICHARD KETCHAM FACHE FORMER PRESIDENT/CEO 0.00 0.00 X 106324 0 12000 3466641 1157550 255124 118 1 1 0 MCKESSON PO BOX 98347 CHICAGO IL 60693 COMPUTER SERVICES 2964211 UPTOWN ANESTHESIA ASSOCIATES 2405 GENESEE STREET UTICA NY 13501 ANESTHESIA SERVICES 1033718 MAYO COLLABORATIVE SERVICES PO BOX 9146 MINNEAPOLIS MN 55480 LAB SERVICES 895267 SODEXO OPERATIONS LLC PO BOX 360170 PITTSBURGH PA 15251 CAFETERIA AND FOOD 834779 LUPINI CONSTRUCTION INC 6081 TRENTON ROAD UTICA NY 13502 CONSTRUCTION SERVICES 640040 43 739556 726706 59753 1526015 MEDICARE/MEDICAID PATIENT REVENUE 900099 128793101 128793101 PATIENT SERVICE REVENUE 900099 76635726 76635726 NURSING HOME LAB TESTING 621500 181345 181345 CYTOLOGY LAB TESTING 621500 71373 71373 205681545 337278 337278 711614 0 711614 711614 58668 652946 TUITION AND FEES 900099 1832487 1832487 EHR REVENUE 900099 1131412 1131412 CAFETERIA SALES 900099 987863 987863 1311165 1311165 5262927 213519379 210691754 311386 990224 1203149 1073811 129338 100517801 89712138 10805663 3013517 2689564 323953 11405256 10179191 1226065 7142066 6374294 767772 108744 97054 11690 140104 125043 15061 28786 25692 3094 13613824 12150338 1463486 48246080 43059627 5186453 2332848 2082067 250781 120874 107880 12994 181856 162306 19550 1451112 1295117 155995 10709175 9557939 1151236 1906240 1701319 204921 BAD DEBT 7845812 7845812 0 EQUIPMENT RENTAL AND MA 5465954 4878364 587590 DEBT ASSESSMENT 614897 548796 66101 PUBLIC RELATIONS 312926 279286 33640 216361021 193945638 22415383 0 5239749 5860044 28061901 25942360 5095136 5590544 903761 1390560 204421843 133812705 74615132 70609138 6480451 5459696 10821114 11686360 131217244 126538702 31679370 31118189 26231817 25106924 1864558 1955220 3435264 3545389 60156601 60222040 123367610 121947762 X 6450805 3250880 510503 421770 888326 918290 7849634 4590940 131217244 126538702 X -2841642 -218989 -198062 X X 0 1 X 1 1 1 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 28786 28786 0 PART II-B, LINE 1: ACTIVITIES INCLUDE THE PORTION OF DUES PAID TO THE HEALTH CARE ASSOCIATION OF NEW YORK STATE. X 1 20.00 0 0 0 1 0 0.00 0 1 1398830 443543 57198 10450 549081 1340040 1577815 167788 39503 13100 373176 1398830 8258921 414801 13894 23550 7086251 1577815 1107810 6950372 11275 16270 -205734 8258921 910691 1288400 16768 16380 1091669 1107810 0.68530 0.31470 0 1 1 6733528 6733528 76566569 48946922 27619647 121121746 84865783 36255963 70609138 GRANT AND TUITION RECEIVABLES 2269811 ASSETS WHOSE USE IS LIMITED- BOND FUNDS 3974120 INTEREST IN NET ASSETS OF SEMC FOUNDATION 4047622 INVESTMENTS RESTRICTED BY DONORS 1394807 11686360 ACCRUED PENSION LIABILITY 50183961 LIABILITY TO THIRD PARTY PAYORS 8438795 PROFESSIONAL LIABILITY DEDUCTIBLE 1063000 OTHER LONG-TERM LIABILITIES 536284 60222040 X PART II, LINE 9: AMOUNT OF CONSERVATION EASEMENT IS IMMATERIAL TO FINANCIAL STATEMENTS AND THEREFORE, IS NOT RECORDED AS PART OF TOTAL ASSETS. PART V, LINE 4: ENDOWMENT FUNDS - THE INTENDED PURPOSE OF THE MEDICAL CENTER'S ENDOWMENT FUNDS ARE TO PROVIDE FUTURE SCHOLARSHIP AWARDS FOR STUDENTS IN THE COLLEGE OF NURSING PROGRAMS. PART X, LINE 2: THE MEDICAL CENTER AND THE FOUNDATION HAVE BEEN RECOGNIZED AS TAX-EXEMPT PURSUANT TO SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. AS OF DECEMBER 31, 2015 AND 2014, THE MEDICAL CENTER AND THE FOUNDATION DID NOT HAVE ANY UNRECOGNIZED TAX BENEFITS OR ANY RELATED ACCRUED INTEREST OR PENALTIES. THE TAX YEARS OPEN TO EXAMINATION BY FEDERAL AND STATE TAXING AUTHORITIES ARE 2012 THROUGH 2015. THE MEDICAL CENTER DOES NOT ANTICIPATE THE TOTAL UNRECOGNIZED TAX BENEFITS WILL CHANGE IN THE NEXT TWELVE MONTHS. 1 1 1 X 1 X 1 1 0 0 1817169 1202812 614357 0.00290 41597496 32563926 9033570 0.04330 3079882 2113634 966248 0.00460 46494547 35880372 10614175 0.05080 464832 0 464832 0.00220 7779529 5607931 2171598 0.01040 5893192 5147437 745755 0.00360 118488 5400 113088 0.00050 14256041 10760768 3495273 0.01670 60750588 46641140 14109448 0.06750 1 4080964 225000 55493172 59924905 -4431733 X 1 1 3 MVEC GASTROENTEROLOGY SERVICES 0.20000 0.00000 0.00000 1 1 ST ELIZABETH MEDICAL CENTER 2209 GENESEE STREET UTICA NY 13501 X X TEACHING HOSPITAL AND 24 HOUR ER ST ELIZABETH MEDICAL CENTER 1 0 0 1 X X X X X X X X 13 1 1 1 1 X WWW.STEMC.ORG X 1 13 1 WWW.STEMC.ORG 0 0 1 X 200.000000000000 300.000000000000 X X 1 1 X X X X 1 X WWW.STEMC.ORG X WWW.STEMC.ORG X WWW.STEMC.ORG X X X X X 1 X 0 X X X X 1 X 0 0 ST ELIZABETH MEDICAL CENTER PART V, SECTION B, LINE 5: A COMMUNITY HEALTH NEEDS ASSESSMENT (CHNA), HELD ON MAY 20, 2013, MARKED THE FORMAL LAUNCH OF THE CHA PROCESS. THE PARTICIPANTS WORKED IN SMALL GROUPS TO IDENTIFY AND PRIORITIZE KEY HEALTH SYSTEM ISSUES. IDENTIFIED WERE PROVIDER SHORTAGES-COST OF CARE. THE TOP TWO HEALTH STATUS ISSUES IDENTIFIED WERE LIFESTYLES-CHRONIC DISEASE AND ORAL HEALTH-BEHAVORIAL HEALTH. PARTICIPANTS WERE ALSO ASKED TO DESCRIBE THE ATTRIBUTES OF A HEALTH COMMUNITY AND DRAW A PICTURE OF A HEALTH ONEIDA COUNTY (THESE DRAWINGS ARE INCORPORATED IN APPENDIX 1 OF THE CHNA REPORT). THE RESULTS OF THE FORUM HELPED TO FRAME THE KEY ISSUES TO EXAMINE DURING THE COURSE OF THE PROCESS. THIS COLLABORATIVE PROCESS ENSURED BROAD PARTICIPATION IN THE ANALYSIS OF DATA AND SELECTION OF PRIORITY AREAS. ST ELIZABETH MEDICAL CENTER PART V, SECTION B, LINE 6A: THE HOSPITAL FACILITY'S CHNA WAS CONDUCTED WITH FAXTION ST LUKE'S HEALTHCARE AND ROME MEMORIAL HOSPITAL FACILITIES. 17 1 - MEDICAL ARTS 4401 MIDDLE SETTLEMENT ROAD NEW HARTFORD NY 13413 OUTPATIENT LAB/X-RAY 2 - SEMC AT FAMILY PRACTICE CENTER 120 HOBART STREET UTICA NY 13501 OUTPATIENT PHYSICIAN CLINIC 3 - WOUND CARE SERVICES 4401 MIDDLE SETTLEMENT ROAD NEW HARTFORD NY 13413 OUTPATIENT PHYSICIAN CLINIC 4 - WOMEN & CHILDREN'S FAMILY HEALTH CENTER 2212 GENESEE STREET UTICA NY 13501 OUTPATIENT PHYSICIAN CLINIC 5 - COMMUNITY MEDICINE AT EAST UTICA 1256 CULVER AVENUE UTICA NY 13501 OUTPATIENT PHYSICIAN CLINIC 6 - FAMILY PRACTICE NEW HARTFORD 4401 MIDDLE SETTLEMENT ROAD NEW HARTFORD NY 13413 OUTPATIENT PHYSICIAN CLINIC 7 - MARIAN MEDICAL IMAGING 2211 GENESEE STREET UTICA NY 13501 OUTPATIENT LAB/X-RAY 8 - SAUQUOIT COMMUNITY MEDICINE 2888 ONEIDA STREET SAUQUOIT NY 13456 OUTPATIENT PHYSICIAN CLINIC 9 - CLINTON FAMILY HEALTH CENTER 101 COLLEGE STREET CLINTON NY 13323 OUTPATIENT PHYSICIAN CLINIC 10 - LITTLE FALLS FAMILY PRACTICE 500 EAST MAIN STREET LITTLE FALLS NY 13365 OUTPATIENT PHYSICIAN CLINIC 11 - WATERVILLE FAMILY HEALTH CENTER 117 WEST MAIN STREET WATERVILLE NY 13480 OUTPATIENT PHYSICIAN CLINIC 12 - NORTH UTICA COMMUNITY HEALTH CENTER 417 TRENTON ROAD UTICA NY 13502 OUTPATIENT PHYSICIAN CLINIC 13 - COMMUNITY MEDICAL SERVICES - MOHAWK 5 ANN STREET MOHAWK NY 13407 OUTPATIENT PHYSICIAN CLINIC 14 - TOWN OF WEBB HEALTH CENTER 114 SOUTH SHORE ROAD OLD FORGE NY 13420 OUTPATIENT PHYSICIAN CLINIC 15 - COMMUNITY MEDICAL SERVICES SOUTH UTICA 6 HAMPDEN PLACE UTICA NY 13501 OUTPATIENT PHYSICIAN CLINIC 16 - ADIRONDACK SPORTS MEDICINE 4401 MIDDLE SETTLEMENT ROAD NEW HARTFORD NY 13413 OUTPATIENT REHAB SERVICES 17 - KERNAN ELEMENTARY SCHOOL 926 YORK STREET UTICA NY 13502 SCHOOL BASED HEALTH CENTER PART I, LINE 7: COSTING METHODOLOGYCHARITY CARE THE COST TO CHARGE RATIO THAT WAS USED TO COMPLETE THE CHART FOR LINE 7 WAS DERIVED FROM THE WORKSHEET 2 CALCULATION. PART I, LN 7 COL(F): THE BAD DEBT EXPENSE INCLUDED ON FORM 990, PART IX, LINE 25(A), BUT SUBTRACTED FOR PURPOSES OF CALCULATING THE PERCENTAGE IN THIS COLUMN IS $7,845,812. PART III, LINE 4: THE MEDICAL CENTER PROVIDES CARE TO PATIENTS WHO MEET CERTAIN CRITERIA UNDER ITS CHARITY CARE POLICY WITHOUT CHARGE OR AT AMOUNTS LESS THAN ITS ESTABLISHED RATES. THE MEDICAL CENTER'S POLICY IS NOT TO PURSUE COLLECTION OF AMOUNTS DETERMINED TO QUALIFY AS CHARITY CARE; THEREFORE, THESE AMOUNTS ARE NOT REPORTED IN NET PATIENT SERVICE REVENUE. DURING 2015 AND 2014, COSTS INCURRED BY THE MEDICAL CENTER IN THE PROVISION OF CHARITY CARE WERE BASED ON THE RATIO OF THE MEDICAL CENTER'S COSTS TO GROSS CHARGES AND APPROXIMATED $225,000 AND $458,000 FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014, RESPECTIVELY. THE MEDICAL CENTER GRANTS CREDIT WITHOUT COLLATERAL TO PATIENTS, MOST OF WHOM ARE LOCAL RESIDENTS AND ARE INSURED UNDER THIRD-PARTY AGREEMENTS. ADDITIONS TO THE ALLOWANCE FOR DOUBTFUL ACCOUNTS ARE MADE BY MEANS OF THE PROVISION FOR DOUBTFUL ACCOUNTS. ACCOUNTS WRITTEN OFF AS UNCOLLECTIBLE ARE DEDUCTED FROM THE ALLOWANCE AND SUBSEQUENT RECOVERIES ARE ADDED. THE AMOUNT OF THE PROVISION FOR DOUBTFUL ACCOUNTS IS BASED UPON MANAGEMENT'S ASSESSMENT OF HISTORICAL EXPECTED NET COLLECTIONS, BUSINESS AND ECONOMIC CONDITIONS, TRENDS IN FEDERAL AND STATE GOVERNMENT HEALTH CARE COVERAGE AND OTHER COLLECTION INDICATORS. SERVICES RENDERED TO INDIVIDUALS WHEN PAYMENT IS EXPECTED AND ULTIMATELY NOT RECEIVED ARE WRITTEN OFF TO THE ALLOWANCE FOR DOUBTFUL ACCOUNTS. PART III, LINE 8: THE COSTING METHODOLOGY USED TO DETERMINE THE AMOUNT REPORTED ON LINE 6 IS COST TO CHARGE RATIO. THE SHORTFALL REPORTED IS COMMUNITY BENEFIT EXPENSE BECAUSE THIS AMOUNT REPRESENTS THE UNREIMBURSED COSTS TO THE MEDICAL CENTER FOR PROVIDING CARE FOR THE COMMUNITY'S ELDERLY AND DISABLED. PART III, LINE 9B: COLLECTION POLICY PROVISIONS PATIENTS THAT QUALIFY FOR THE MEDICAL CENTER'S CHARITY CARE PROGRAM HAVE THE CHARGES ON THEIR ACCOUNTS FORGIVEN AS THEY ARE PLACED IN CHARITY CARE AND THE BALANCES ARE WRITTEN OFF. THE MEDICAL CENTER'S CHARITY CARE PROGRAM USED THE FEDERAL POVERTY GUIDELINES (FPG) AS A GUIDE WITH HIGH-END LIMITS AT 300% OF THE FPG. IN THOSE SITUATIONS WHERE THE PATIENT'S INCOME IS BETWEEN 200% - 300% OF THE FPG, A SMALL COST SHARE WOULD BE THE ONLY AMOUNT NOT INCLUDED IN CHARITY CARE. ADDITIONALLY THIS SMALL COST SHARE WOULD BE THE ONLY AMOUNT TURNED OVER TO COLLECTION WITH THE OPPORTUNITY OF EVENTUALLY BEING WRITTEN OF TO BAD DEBT IF NOT PAID. PART VI, LINE 2: NEEDS ASSESSMENTTHE MEDICAL CENTER ASSESSES HEALTHCARE NEEDS OF THE COMMUNITIES IT SERVES BY COLLABORATING WITH ONEIDA AND HERKIMER COUNTIES' DEPARTMENTS OF HEALTH ON COMMUNITY HEALTH ASSESSMENTS. DATA WAS COLLECTED IN 2013 THROUGH A MAPP PROCESS, AROUND THE NYS PREVENTION AGENDA ISSUES. FIVE RESULTING PRIORITY WORK GROUPS THAT CONTAIN MEDICAL CENTER EMPLOYEES CONTINUE TO ASSESS CHANGES AND ADDRESS PRIORITY AREAS. THESE WORK GROUPS ALSO REPORT TO THE SEMC COMMUNITY DESIGN TEAM, WHICH REGULARLY HEARS ABOUT HEALTHCARE NEEDS THROUGH THOSE IN AREA COMMUNITIES. PART VI, LINE 3: PATIENT EDUCATION OF ELIGIBILITY FOR ASSISTANCE THIS IS COMMUNICATED THROUGH SEMC'S FACILITATED ENROLLMENT PROGRAM AND THE MOTHER BERNARDINA CHARITY CARE PROGRAM. INFORMATION IS INCLUDED IN THE PATIENT INFORMATION GUIDES PRESENTED TO INPATIENTS AND OUTPATIENTS, AND IS AVAILABLE ON THE HOSPITAL'S WEBSITE. ST ELIZABETH MEDICAL CENTER RECOGNIZES THAT PROVIDING EXCEPTIONAL HEALTHCARE SERVICE TO THE COMMUNITY IS A VITAL COMMUNITY RESOURCE. OUR ACHIEVEMENTS ARE NOT OURS ALONE, BUT ARE OBTAINED BY COLLABORATIVE EFFORTS WITH OUR COMMUNITY AND GOVERNMENT LEADERS WORKING TOGETHER TO IMPROVE THE "HEALTH" OF THE COMMUNITY.SEMC'S FACILITATED ENROLLMENT PROGRAM IN 2000, ST ELIZABETH MEDICAL CENTER DEVELOPED AND IMPLEMENTED THE FACILITATED ENROLLMENT PROGRAM AS A RESULT OF THE UNIQUE COLLABORATION THAT WAS FORGED BETWEEN ST ELIZABETH MEDICAL CENTER AND ONEIDA COUNTY SOCIAL SERVICE DEPARTMENT. THIS PROGRAM ALLOWS SEMC STAFF, PATIENT ACCOUNT REPRESENTATIVES, TO ACT AS AN AUTHORIZED REPRESENTATIVE OF THE PATIENT AT THE ONIEDA COUNTY DEPARTMENT OF SOCIAL SERVICES AND SUBMIT THE APPLICATION FOR BENEFITS. THIS SUCCESSFUL PROGRAM HAS EXPANDED THROUGHOUT THE PAST SEVERAL YEARS TO INCLUDE OUTPATIENTS AND EMERGENCY DEPARTMENT PATIENTS.SEMC'S MOTHER BERNARDINA CHARITY CARE PROGRAMTO SUPPORT OUR MISSION, THE ST ELIZABETH MEDICAL CENTER HAS DEVELOPED THE MOTHER BERNARDINA CHARITY CARE PROGRAM. THE MEDICAL CENTER WILL MAKE AVAILABLE A REASONABLE AMOUNT OF UNCOMPENSATED SERVICES TO ELIGIBLE PERSONS. PART VI, LINE 4: COMMUNITY INFORMATION ST ELIZABETH MEDICAL CENTER'S PRIMARY SERVICE AREA (PSA) CONSISTS OF THE ZIP CODES IN WHICH 80% OF ITS PATIENTS LIVE (MOSTLY ONEIDA COUNTY AND SOME WITHIN HERKIMER COUNTY). ITS SECONDARY SERVICE AREA (SSA) CONSISTS OF ZIP CODES IN WHICH THE REMIANING 10+% OF ITS PATIENTS LIVE (MOSTLY OUTLYING REGIONS OF ONEIDA AND HERKIMER COUNTIES, PLUS SOME ZIP CODES IN MADISON AND LEWIS COUNTIES). METHODS USED TO DETERMINE THE SERVICE AREA ARE ANALYSIS OF PATIENT ORIGIN, BASED ON HOME ZIP CODE. IT IS AN ETHNICALLY AND ECONOMICALLY DIVERSE REGION, WITH MANY IMMIGRANTS AND AN OLDER POPULATION THAN THE NATIONAL AVERAGE. PART VI, LINE 5: PROMOTION OF COMMUNITY HEALTHTHESE ACTIONS REPRESENT THE MEDICAL CENTER'S EMPLOYEE OUTREACH BEYOND THE HOSPITAL AND MEDICAL GROUP OFFICES INTO AREA COMMUNITIES, AND THEY SPAN A WIDE REACH OF EVENTS AND SITES. ALONG WITH HOSPITALS ACROSS THE STATE AND NATION, ST ELIZABETH NOW MONITORS HOW OUR FAITHFULNESS TO THE REGIONAL POPULATION MEETS OUR LOCAL COMMUNITIES' UNIQUE HEALTH NEEDS.THEREFORE, COMMUNITY BENEFITS ARE PROGRAMS OR ACTIVITIES THAT PROVIDE TREATMENT AND/OR PROMOTE HEALTH AND HEALING AS A RESPONSE TO IDENTIFIED COMMUNITY NEEDS. OUR CATHOLIC TRADITION AND MEDICAL CENTER MISSION TEACH US TO PUT THE NEEDS OF THE POOR AND VULNERABLE FIRST. AMONG OUR COMMUNITY BENEFIT ACTIVITIES ARE:-CHARITY CARE FOR PEOPLE UNABLE TO AFFORD SERVICE-HEALTH EDUCATION AND ILLNESS PREVENTION-HEALTHCARE INITIATIVES FOR AT-RISK YOUTHS-FREE OR LOW-COST CLINICS AND-INITIATIVES TO RAISE AWARENESS AND RECEIVE PUBLIC INPUTMANY OF THESE ACTIVITIES ARE ADVANCED IN COLLABORATION WITH COMMUNITY MEMBERS AND OTHER ORGANIZATIONS TO IMPROVE HEALTH AND QUALITY OF LIFE. THE MEDICAL CENTER FURTHERS ITS EXEMPT PURPOSE BY PROMOTING THE HEALTH OF THE COMMUNITY THROUGH AN OPEN MEDICAL STAFF AND A COMMUNITY BOARD. SEMC FURTHER PROMOTES THE HEALTH OF THE COMMUNITY BY USING ITS SURPLUS FOR TRAINING AND EDUCATION OF ITS EMPLOYEES AND BY INVESTING IN HEALTHCARE TECHNOLOGY.PART VII, LINE 7 STATE FILING OF COMMUNITY BENEFIT REPORT NEW YORK STATE LINE 6 ST ELIZABETH MEDICAL CENTER (SEMC) AND FAXTON ST LUKE'S HEALTHCARE (FSLH) AFFILIATED UNDER THE MOHAWK VALLEY HEALTH SYSTEM (MVHS) ON MARCH 6, 2014. THE TWO ORGANIZATIONS ARE NOW GOVERNED BY A SINGLE, 18-MEMBER MVHS BOARD OF DIRECTORS AND A SINGLE MANAGEMENT TEAM. AS THE ORGANIZATIONS MOVE FORWARD, THEY WILL CONTINUE TO WORK COLLABORATIVELY TO MEET THEIR RESPECTIVE 2013 COMMUNITY SERVICE PLAN GOALS.IN MAY 2014, FSLH WAS RECOGNIZED BY THE NYSDOH AS AN EMERGING PERFORMING PROVIDER SYSTEM (PPS). IN DECEMBER 2014, FSLH JOINED WITH AUBURN COMMUNITY HOSPITAL, ST JOSEPH'S HOSPITAL HEALTH CENTER AND SUNY UPSTATE UNIVERSITY HOSPITAL AS A SINGLE PPS UNDER THE NAME CENTRAL NEW YORK CARE COLLABORATIVE (CNYCC). THE CNYCC WILL COLLABORATE TO MEET THE HEALTHCARE NEEDS OF PEOPLE LIVING IN CAYUGA, LEWIS, MADISON, ONEIDA, ONONDAGA AND OSWEGO COUNTIES. THE COMBINED DSRIP APPLICATION INCLUDES TWO PROJECTS THAT ARE TIED TO THE FLSH AND SEMC COMMUNITY SERVICE PLANS. ONE IS TO ADDRESS TOBACCO USE IN PREGNANT WOMEN TO HELP PREVENT PREMATURE BIRTHS. THE SECOND IS IMPLEMENTING EVIDENCE-BASED STRATEGIES FOR DISEASE MANAGEMENT IN HIGH RISK/AFFECTED POPULATIONS, SPECIFICALLY CARDIOVASCULAR, BY ADOPTING STRATEGIES FROM THE MILLION HEARTS CAMPAIGN THAT FOCUSES ON ABCS (ASPIRIN, BLOOD PRESSURE, CHOLESTEROL AND SMOKING). THE ELECTRONIC MEDICAL RECORD (EMR) AT BOTH HOSPITALS WILL PROMPT PROVIDERS TO COMPLETE THE 5 AS: ASK, ASSESS, ADVISE, ASSIST, AND ARRANGE (FOLLOW-UP) OF TOBACCO CONTROL. X X X X X X 1 0 0 0 0 1 1 0 0 SCOTT PERRA FACHE TRUSTEE, PRESIDENT/CEO 0 590000 0 104398 0 107681 0 21200 0 10757 0 834036 0 0 LOUIS AIELLO SENIOR VP/CFO 345161 0 41500 0 0 0 18550 0 8791 0 414002 0 0 0 ROBERT SCHOLEFIELD RN MS SENIOR VP/COO 278659 0 32163 0 0 0 18550 0 8791 0 338163 0 0 0 PATRICIA ROACH MS RN NEA-BC SENIOR VP/CNO 0 271392 0 33459 0 50620 0 21200 0 14159 0 390830 0 0 ALBERT D'ACURZIO MD SENIOR VP/CMO 354293 0 43186 0 0 0 18550 0 8791 0 424820 0 0 0 CLIFFORD SOULTS MD PHYSICIAN 777244 0 17500 0 0 0 13224 0 8356 0 816324 0 0 0 ASHRAF ALY MD PHYSICIAN 342363 0 21307 0 0 0 13250 0 8356 0 385276 0 0 0 VIGNESWAREN KANDIAH MD PHYSICIAN 334088 0 4444 0 0 0 15900 0 8356 0 362788 0 0 0 FRANCIS CONSTANTINE MD PHYSICIAN 291173 0 59807 0 0 0 14505 0 8356 0 373841 0 0 0 NICHOLAS QANDAH MD PHYSICIAN 366265 0 25000 0 0 0 0 0 3482 0 394747 0 0 0 RICHARD KETCHAM FACHE FORMER PRESIDENT/CEO 106324 0 0 0 0 0 12000 0 0 0 118324 0 0 0 PART I, LINE 4A RICHARD KETCHAM FORMER PRESIDENT/CEO RECEIVED SEVERANCE OF $118,324. PART I, LINE 6 AN INCENTIVE COMPENSATION PLAN EXISTS FOR THE EXECUTIVE STAFF. COMPENSATION IS BASED ON PERFORMANCE RELATIVE, IN PART, TO THE ORGANIZATION NET EARNINGS TARGETS, AS WELL AS, VARIOUS OTHER QUALITY RELATED PERFORMANCE TARGETS. THE INCENTIVES ARE ONLY PAID OUT UPON ACHIEVEMENT OF THESE SET TARGETS. A SERIES 2006 ONEIDA COUNTY IDA 166158201 682465AA7 2006-06-22 14000000 EMERGENCY ROOM & CAFETERIA PROJECT 0 0 0 A 14000000 280000 70817 13649183 2007 0 0 1 1 A 0 0 0 0 0.00000 0.00000 0.00000 1 0 0 A 0 0 0 0 1 0 0 0 0 A 0 PULMONARY CRITICAL CARE ASSOCIATES ERIC YOSS, MD- DIRECTOR (PARTNER OF THE LLP) 270830 CRITICAL CARE MEDICAL SERVICES/ MEDICAL DIRECTOR ICU 0 0 ASSOCIATED MEDICAL PROFESSIONALS OF NY ROBERT FLEISCHER- DIRECTOR (PARTER OF AMP) 183000 ON CALL UROLOGY COVERAGE 0 FORM 990, PART VI, SECTION A, LINE 6 MOHAWK VALLEY HEALTH SYSTEM AND PARTNERS IN FRANCISCAN MINISTRIES, INC. FORM 990, PART VI, SECTION A, LINE 7A RESERVED POWERS TO MOHAWK VALLEY HEALTH SYSTEM ("MVHS"): IN ADDITION TO ALL OTHER RIGHTS AND POWERS OF MEMBERSHIP PRESCRIBED BY NEW YORK LAW, THE CERTIFICATE OF INCORPORATION AND/OR THE BYLAWS OF THE CORPORATION, THE FOLLOWING GOVERNANCE AND MANAGEMENT POWERS SHALL BE DELEGATED TO MVHS TO THE EXTENT PERMITTED BY THE NEW YORK NOT-FOR-PROFIT CORPORATION LAW: (1) EXCEPT AS OTHERWISE SET FORTH HEREIN, TO APPROVE AND INTERPRET THE STATEMENT OF MISSION AND PHILOSOPHY ADOPTED BY THE CORPORATION, TO REQUIRE THAT THE CORPORATION OPERATE IN CONFORMANCE WITH ITS MISSION AND PHILOSOPHY AND TO COORDINATE THE MISSIONS, VISIONS, ACTIVITIES AND RESOURCES OF THE CORPORATION IN ORDER TO PROMOTE HIGH QUALITY, EFFICIENT AND EFFECTIVE HEALTH CARE SERVICES IN ONEIDA COUNTY, NEW YORK, AND SURROUNDING AREAS. NOTWITHSTANDING THE FOREGOING, MVHS SHALL NOT HAVE THE POWER TO APPROVE OR INTERPRET THOSE ELEMENTS OF THE CORPORATION'S MISSION AND PHILOSOPHY THAT RELATE SPECIFICALLY TO ITS STATUS AS A CATHOLIC ORGANIZATION OR THE PURSUIT OF THE CORPORATION'S CATHOLIC MISSION AND PHILOSOPHY; (2) TO ELECT OR APPOINT, FIX THE NUMBER OF, AND REMOVE, WITH OR WITHOUT CAUSE, THE DIRECTORS OF THE CORPORATION, AND TO APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, THE PRESIDENT/CHIEF EXECUTIVE OFFICER OF THE CORPORATION. NOTWITHSTANDING THE FOREGOING, PFM SHALL BE ENTITLED TO APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, THE ONE ADDITIONAL DIRECTOR DESIGNATED BY PFM TO THE CORPORATION'S BOARD OF DIRECTORS; (3) TO AMEND OR REPEAL THE CERTIFICATE AND BYLAWS, AND TO ADOPT ANY NEW OR RESTATED CERTIFICATE OF INCORPORATION OR BYLAWS, OF THE CORPORATION; (4) TO APPROVE ANY PLAN OF MERGER, CONSOLIDATION, DISSOLUTION OR LIQUIDATION OF THE CORPORATION; (5) TO APPROVE THE DEBT OF THE CORPORATION IN EXCESS OF AN AMOUNT TO BE FIXED FROM TIME TO TIME BY MVHS; (6) TO APPROVE THE SALE, ACQUISITION, LEASE, TRANSFER, MORTGAGE, GUARANTEE OR PLEDGE OF REAL OR PERSONAL PROPERTY OF THE CORPORATION IN EXCESS OF AN AMOUNT TO BE FIXED FROM TIME TO TIME BY MVHS. NOTWITHSTANDING THE FOREGOING, THE APPROVAL OF PFM SHALL BE REQUIRED FOR THE SALE, TRANSFER, MORTGAGE, GUARANTEE, PLEDGE OR OTHER ALIENATION OF REAL OR PERSONAL PROPERTY OF THE CORPORATION IN EXCESS OF AN AMOUNT TO BE FIXED FROM TIME TO TIME BY PFM, TO MEET THE REQUIREMENTS OF THE UNITED STATES CONFERENCE OF CATHOLIC BISHOPS; (7) TO APPROVE THE CAPITAL AND OPERATING BUDGETS OF THE CORPORATION; (8) TO APPROVE SETTLEMENTS OF LITIGATION WHEN SUCH SETTLEMENTS EXCEED APPLICABLE INSURANCE COVERAGE OR THE AMOUNT OF ANY APPLICABLE SELF-INSURANCE FUND AVAILABLE TO SUCH CORPORATION; (9) TO APPROVE ANY CORPORATE REORGANIZATION OF THE CORPORATION AND THE ESTABLISHMENT, MERGER, CONSOLIDATION, REORGANIZATION OR DISSOLUTION OF ANY ORGANIZATIONAL RELATIONSHIP OF THE CORPORATION, INCLUDING BUT NOT LIMITED TO SUBSIDIARY CORPORATIONS, PARTNERSHIPS, OR JOINT VENTURES OF THE CORPORATION; (10) TO APPROVE AND COORDINATE THE STRATEGIC PLANS OF THE CORPORATION; (11) TO THE EXTENT APPLICABLE, TO APPROVE ALL CONTRACTS OF REIMBURSEMENT FOR THE CORPORATION FROM GOVERNMENTAL OR PRIVATE THIRD PARTY INSURERS; (12) TO THE EXTENT APPLICABLE, TO APPROVE ALL APPLICATIONS OF THE CORPORATION TO FEDERAL OR STATE GOVERNMENTAL AGENCIES FOR ESTABLISHMENT OR OPERATING LICENSURE, INCLUDING BUT NOT LIMITED TO CERTIFICATE OF NEED APPLICATIONS TO THE NEW YORK STATE DEPARTMENT OF HEALTH AS REQUIRED; (13) TO THE EXTENT APPLICABLE, TO APPROVE MANAGEMENT CONTRACTS FOR THE CORPORATION SUBJECT TO APPROVAL AND/OR REGULATION UNDER THE LAWS AND REGULATIONS OF THE STATE OF NEW YORK; (14) TO APPROVE ANY MATERIAL CHANGE IN THE SERVICES OFFERED BY THE CORPORATION; (15) TO REQUIRE THE CORPORATION TO PARTICIPATE IN ANY AND ALL PROGRAMS AND SERVICES, AS DETERMINED BY MVHS IN ITS DISCRETION, PROVIDED, HOWEVER, THAT MVHS MAY NOT REQUIRE CORPORATION TO PARTICIPATE IN ANY PROGRAM OR SERVICE OR TAKE ANY ACTION THAT WOULD CONSTITUTE A DEFAULT OR EVENT OF DEFAULT UNDER ANY MORTGAGE, INDENTURE OR OTHER MATERIAL AGREEMENT OR INSTRUMENT TO WHICH THE CORPORATION IS A PARTY AND BY WHICH IT IS BOUND, AND MAY NOT REQUIRE THE CORPORATION'S PARTICIPATION IN ANY PROGRAM OR SERVICE WHICH WOULD BE CONTRARY TO ITS STATUS AS A CATHOLIC ORGANIZATION OR THE PURSUIT OF ITS CATHOLIC MISSION OR PHILOSOPHY; AND (16) TO ACCEPT DELEGATIONS OF AUTHORITY ON BEHALF OF THE CORPORATION PURSUANT TO SECTION 701 OF THE NOT-FOR PROFIT CORPORATION LAW AND EXERCISE ON BEHALF OF THE CORPORATION, THE AUTHORITY TO ACCEPT, UTILIZE, TRANSFER AND SHARE IN THE ASSETS, REVENUES AND INCOME OF THE CORPORATION AND TO MAINTAIN A SINGLE CONSOLIDATED SET OF BOOKS AND FINANCIAL RECORDS, AS MAY BE NECESSARY OR DESIRABLE TO CARRY OUT THE OBLIGATIONS OF THE CORPORATION PURSUANT TO ANY MASTER TRUST INDENTURE OR SIMILAR INSTRUMENT AND, PROVIDED, HOWEVER, THAT NO SUCH AUTHORITY SHALL BE ACCEPTED OR EXERCISED EXCEPT PURSUANT TO THE NOT-FOR-PROFIT CORPORATION LAW AND UNTIL ALL APPROVALS REQUIRED BY LAW HAVE FIRST BEEN OBTAINED, INCLUDING, WITHOUT LIMITATION, THE PRIOR APPROVAL OF THE DEPARTMENT OF HEALTH AS MAY BE REQUIRED FOR OBLIGATED GROUP FINANCINGS. FOR THE PURPOSES OF THE FOREGOING, MVHS SHALL HAVE: (I) THE POWER TO INITIATE AND DIRECT ACTION BY THE CORPORATION WITHOUT A PRIOR RECOMMENDATION OF THE CORPORATION'S BOARD OF DIRECTORS; AND (II) THE POWER TO ACCEPT, REJECT OR MODIFY THE RECOMMENDATION OF THE CORPORATION'S BOARD OF DIRECTORS AND TO DIRECT ACTION BY THE CORPORATION OR TO RETURN THE MATTER TO THE BOARD OF DIRECTORS OF THE CORPORATION FOR RECONSIDERATION, WITH REASONS FOR REJECTION AND/OR SUGGESTED CHANGE. NOTWITHSTANDING THE FOREGOING, IN THE CASE OF THE CORPORATION, MVHS SHALL NOT DIRECT ANY ACTION WITH RESPECT TO THE CORPORATION THAT REQUIRES THE APPROVAL OF PFM WITHOUT PRIOR APPROVAL OF SUCH ACTION BY PFM. THE BOARD OF DIRECTORS AND OFFICERS OF THE CORPORATION SHALL NOT IMPLEMENT ANY ACTION REQUIRING THE APPROVAL OF MVHS UNTIL MVHS SHALL HAVE EXERCISED ITS RESERVE POWERS AND COMMUNICATED ITS DETERMINATIONS IN WRITING TO THE CORPORATION'S BOARD OF DIRECTORS AND, IN THE CASE OF ANY POWERS OVER THE CORPORATION THAT ARE ALSO RESERVED TO PFM, TO PFM. RESERVED POWERS TO PARTNERS IN FRANCISCAN MINISTRIES, INC. ("PFM") THE FOLLOWING POWERS SHALL BE RESERVED EXCLUSIVELY TO PFM: (1) TO APPROVE AND INTERPRET THOSE ELEMENTS OF THE CORPORATION'S STATEMENT OF MISSION AND PHILOSOPHY ADOPTED BY THE CORPORATION THAT RELATE TO THE CORPORATION'S STATUS AS A CATHOLIC ORGANIZATION OR THE PURSUIT OF THE CORPORATION'S CATHOLIC MISSION AND PHILOSOPHY, AND ANY AMENDMENTS THEREOF, AND TO REQUIRE THE CORPORATION TO OPERATE IN CONFORMANCE WITH ITS CATHOLIC MISSION AND PHILOSOPHY; THIS POWER SHALL INCLUDE APPROVAL OF THE INDIVIDUAL WHO WILL SERVE IN A POSITION TO OVERSEE MISSION, WHICH POSITION WILL REPORT DIRECTLY TO THE PRESIDENT/CEO AND SHALL NOT BE ELIMINATED WITHOUT THE PRIOR APPROVAL OF PFM. (2) TO APPROVE ANY AMENDMENT OF THE CORPORATION'S PURPOSES OR POWERS IN ITS CERTIFICATE OF INCORPORATION THAT WOULD TERMINATE THE CORPORATION'S STATUS AS A CATHOLIC ORGANIZATION OR DIMINISH ITS COMMITMENT OR ABILITY TO OPERATE IN A MANNER CONSISTENT WITH THE ETHICAL AND RELIGIOUS DIRECTIVES FOR CATHOLIC HEALTHCARE SERVICES; AND (3) TO APPROVE THE SALE, TRANSFER, MORTGAGE, GUARANTY, PLEDGE OR OTHER ALIENATION OF REAL OR PERSONAL PROPERTY OF THE CORPORATION IN EXCESS OF AN AMOUNT TO BE FIXED FROM TIME TO TIME BY THE PFM TO MEET THE REQUIREMENTS OF THE UNITED STATES CONFERENCE OF CATHOLIC BISHOPS. (4) TO APPROVE AND REJECT APPOINTMENTS TO THE PENSION COMMITTEE FOR THE SEMC CHURCH PLAN. (5) TO APPROVE ANY AMENDMENTS OR MODIFICATIONS TO, OR THE TERMINATION OF, THE SEMC CHURCH PLAN; AND (6) TO ELECT OR APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, ONE DIRECTOR OF THE CORPORATION WHO DOES NOT CURRENTLY SERVE ON THE BOARD OF MVHS. FORM 990, PART VI, SECTION A, LINE 7B RESERVED POWERS TO MOHAWK VALLEY HEALTH SYSTEM ("MVHS"): IN ADDITION TO ALL OTHER RIGHTS AND POWERS OF MEMBERSHIP PRESCRIBED BY NEW YORK LAW, THE CERTIFICATE OF INCORPORATION AND/OR THE BYLAWS OF THE CORPORATION, THE FOLLOWING GOVERNANCE AND MANAGEMENT POWERS SHALL BE DELEGATED TO MVHS TO THE EXTENT PERMITTED BY THE NEW YORK NOT-FOR-PROFIT CORPORATION LAW: (1) EXCEPT AS OTHERWISE SET FORTH HEREIN, TO APPROVE AND INTERPRET THE STATEMENT OF MISSION AND PHILOSOPHY ADOPTED BY THE CORPORATION, TO REQUIRE THAT THE CORPORATION OPERATE IN CONFORMANCE WITH ITS MISSION AND PHILOSOPHY AND TO COORDINATE THE MISSIONS, VISIONS, ACTIVITIES AND RESOURCES OF THE CORPORATION IN ORDER TO PROMOTE HIGH QUALITY, EFFICIENT AND EFFECTIVE HEALTH CARE SERVICES IN ONEIDA COUNTY, NEW YORK, AND SURROUNDING AREAS. NOTWITHSTANDING THE FOREGOING, MVHS SHALL NOT HAVE THE POWER TO APPROVE OR INTERPRET THOSE ELEMENTS OF THE CORPORATION'S MISSION AND PHILOSOPHY THAT RELATE SPECIFICALLY TO ITS STATUS AS A CATHOLIC ORGANIZATION OR THE PURSUIT OF THE CORPORATION'S CATHOLIC MISSION AND PHILOSOPHY; (2) TO ELECT OR APPOINT, FIX THE NUMBER OF, AND REMOVE, WITH OR WITHOUT CAUSE, THE DIRECTORS OF THE CORPORATION, AND TO APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, THE PRESIDENT/CHIEF EXECUTIVE OFFICER OF THE CORPORATION. NOTWITHSTANDING THE FOREGOING, PFM SHALL BE ENTITLED TO APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, THE ONE ADDITIONAL DIRECTOR DESIGNATED BY PFM TO THE CORPORATION'S BOARD OF DIRECTORS; (3) TO AMEND OR REPEAL THE CERTIFICATE AND BYLAWS, AND TO ADOPT ANY NEW OR RESTATED CERTIFICATE OF INCORPORATION OR BYLAWS, OF THE CORPORATION; (4) TO APPROVE ANY PLAN OF MERGER, CONSOLIDATION, DISSOLUTION OR LIQUIDATION OF THE CORPORATION; (5) TO APPROVE THE DEBT OF THE CORPORATION IN EXCESS OF AN AMOUNT TO BE FIXED FROM TIME TO TIME BY MVHS; (6) TO APPROVE THE SALE, ACQUISITION, LEASE, TRANSFER, MORTGAGE, GUARANTEE OR PLEDGE OF REAL OR PERSONAL PROPERTY OF THE CORPORATION IN EXCESS OF AN AMOUNT TO BE FIXED FROM TIME TO TIME BY MVHS. NOTWITHSTANDING THE FOREGOING, THE APPROVAL OF PFM SHALL BE REQUIRED FOR THE SALE, TRANSFER, MORTGAGE, GUARANTEE, PLEDGE OR OTHER ALIENATION OF REAL OR PERSONAL PROPERTY OF THE CORPORATION IN EXCESS OF AN AMOUNT TO BE FIXED FROM TIME TO TIME BY PFM, TO MEET THE REQUIREMENTS OF THE UNITED STATES CONFERENCE OF CATHOLIC BISHOPS; (7) TO APPROVE THE CAPITAL AND OPERATING BUDGETS OF THE CORPORATION; (8) TO APPROVE SETTLEMENTS OF LITIGATION WHEN SUCH SETTLEMENTS EXCEED APPLICABLE INSURANCE COVERAGE OR THE AMOUNT OF ANY APPLICABLE SELF-INSURANCE FUND AVAILABLE TO SUCH CORPORATION; (9) TO APPROVE ANY CORPORATE REORGANIZATION OF THE CORPORATION AND THE ESTABLISHMENT, MERGER, CONSOLIDATION, REORGANIZATION OR DISSOLUTION OF ANY ORGANIZATIONAL RELATIONSHIP OF THE CORPORATION, INCLUDING BUT NOT LIMITED TO SUBSIDIARY CORPORATIONS, PARTNERSHIPS, OR JOINT VENTURES OF THE CORPORATION; (10) TO APPROVE AND COORDINATE THE STRATEGIC PLANS OF THE CORPORATION; (11) TO THE EXTENT APPLICABLE, TO APPROVE ALL CONTRACTS OF REIMBURSEMENT FOR THE CORPORATION FROM GOVERNMENTAL OR PRIVATE THIRD PARTY INSURERS; (12) TO THE EXTENT APPLICABLE, TO APPROVE ALL APPLICATIONS OF THE CORPORATION TO FEDERAL OR STATE GOVERNMENTAL AGENCIES FOR ESTABLISHMENT OR OPERATING LICENSURE, INCLUDING BUT NOT LIMITED TO CERTIFICATE OF NEED APPLICATIONS TO THE NEW YORK STATE DEPARTMENT OF HEALTH AS REQUIRED; (13) TO THE EXTENT APPLICABLE, TO APPROVE MANAGEMENT CONTRACTS FOR THE CORPORATION SUBJECT TO APPROVAL AND/OR REGULATION UNDER THE LAWS AND REGULATIONS OF THE STATE OF NEW YORK; (14) TO APPROVE ANY MATERIAL CHANGE IN THE SERVICES OFFERED BY THE CORPORATION; (15) TO REQUIRE THE CORPORATION TO PARTICIPATE IN ANY AND ALL PROGRAMS AND SERVICES, AS DETERMINED BY MVHS IN ITS DISCRETION, PROVIDED, HOWEVER, THAT MVHS MAY NOT REQUIRE CORPORATION TO PARTICIPATE IN ANY PROGRAM OR SERVICE OR TAKE ANY ACTION THAT WOULD CONSTITUTE A DEFAULT OR EVENT OF DEFAULT UNDER ANY MORTGAGE, INDENTURE OR OTHER MATERIAL AGREEMENT OR INSTRUMENT TO WHICH THE CORPORATION IS A PARTY AND BY WHICH IT IS BOUND, AND MAY NOT REQUIRE THE CORPORATION'S PARTICIPATION IN ANY PROGRAM OR SERVICE WHICH WOULD BE CONTRARY TO ITS STATUS AS A CATHOLIC ORGANIZATION OR THE PURSUIT OF ITS CATHOLIC MISSION OR PHILOSOPHY; AND (16) TO ACCEPT DELEGATIONS OF AUTHORITY ON BEHALF OF THE CORPORATION PURSUANT TO SECTION 701 OF THE NOT-FOR PROFIT CORPORATION LAW AND EXERCISE ON BEHALF OF THE CORPORATION, THE AUTHORITY TO ACCEPT, UTILIZE, TRANSFER AND SHARE IN THE ASSETS, REVENUES AND INCOME OF THE CORPORATION AND TO MAINTAIN A SINGLE CONSOLIDATED SET OF BOOKS AND FINANCIAL RECORDS, AS MAY BE NECESSARY OR DESIRABLE TO CARRY OUT THE OBLIGATIONS OF THE CORPORATION PURSUANT TO ANY MASTER TRUST INDENTURE OR SIMILAR INSTRUMENT AND, PROVIDED, HOWEVER, THAT NO SUCH AUTHORITY SHALL BE ACCEPTED OR EXERCISED EXCEPT PURSUANT TO THE NOT-FOR-PROFIT CORPORATION LAW AND UNTIL ALL APPROVALS REQUIRED BY LAW HAVE FIRST BEEN OBTAINED, INCLUDING, WITHOUT LIMITATION, THE PRIOR APPROVAL OF THE DEPARTMENT OF HEALTH AS MAY BE REQUIRED FOR OBLIGATED GROUP FINANCINGS. FOR THE PURPOSES OF THE FOREGOING, MVHS SHALL HAVE: (I) THE POWER TO INITIATE AND DIRECT ACTION BY THE CORPORATION WITHOUT A PRIOR RECOMMENDATION OF THE CORPORATION'S BOARD OF DIRECTORS; AND (II) THE POWER TO ACCEPT, REJECT OR MODIFY THE RECOMMENDATION OF THE CORPORATION'S BOARD OF DIRECTORS AND TO DIRECT ACTION BY THE CORPORATION OR TO RETURN THE MATTER TO THE BOARD OF DIRECTORS OF THE CORPORATION FOR RECONSIDERATION, WITH REASONS FOR REJECTION AND/OR SUGGESTED CHANGE. NOTWITHSTANDING THE FOREGOING, IN THE CASE OF THE CORPORATION, MVHS SHALL NOT DIRECT ANY ACTION WITH RESPECT TO THE CORPORATION THAT REQUIRES THE APPROVAL OF PFM WITHOUT PRIOR APPROVAL OF SUCH ACTION BY PFM. THE BOARD OF DIRECTORS AND OFFICERS OF THE CORPORATION SHALL NOT IMPLEMENT ANY ACTION REQUIRING THE APPROVAL OF MVHS UNTIL MVHS SHALL HAVE EXERCISED ITS RESERVE POWERS AND COMMUNICATED ITS DETERMINATIONS IN WRITING TO THE CORPORATION'S BOARD OF DIRECTORS AND, IN THE CASE OF ANY POWERS OVER THE CORPORATION THAT ARE ALSO RESERVED TO PFM, TO PFM. RESERVED POWERS TO PARTNERS IN FRANCISCAN MINISTRIES, INC. ("PFM") THE FOLLOWING POWERS SHALL BE RESERVED EXCLUSIVELY TO PFM: (1) TO APPROVE AND INTERPRET THOSE ELEMENTS OF THE CORPORATION'S STATEMENT OF MISSION AND PHILOSOPHY ADOPTED BY THE CORPORATION THAT RELATE TO THE CORPORATION'S STATUS AS A CATHOLIC ORGANIZATION OR THE PURSUIT OF THE CORPORATION'S CATHOLIC MISSION AND PHILOSOPHY, AND ANY AMENDMENTS THEREOF, AND TO REQUIRE THE CORPORATION TO OPERATE IN CONFORMANCE WITH ITS CATHOLIC MISSION AND PHILOSOPHY; THIS POWER SHALL INCLUDE APPROVAL OF THE INDIVIDUAL WHO WILL SERVE IN A POSITION TO OVERSEE MISSION, WHICH POSITION WILL REPORT DIRECTLY TO THE PRESIDENT/CEO AND SHALL NOT BE ELIMINATED WITHOUT THE PRIOR APPROVAL OF PFM. (2) TO APPROVE ANY AMENDMENT OF THE CORPORATION'S PURPOSES OR POWERS IN ITS CERTIFICATE OF INCORPORATION THAT WOULD TERMINATE THE CORPORATION'S STATUS AS A CATHOLIC ORGANIZATION OR DIMINISH ITS COMMITMENT OR ABILITY TO OPERATE IN A MANNER CONSISTENT WITH THE ETHICAL AND RELIGIOUS DIRECTIVES FOR CATHOLIC HEALTHCARE SERVICES; AND (3) TO APPROVE THE SALE, TRANSFER, MORTGAGE, GUARANTY, PLEDGE OR OTHER ALIENATION OF REAL OR PERSONAL PROPERTY OF THE CORPORATION IN EXCESS OF AN AMOUNT TO BE FIXED FROM TIME TO TIME BY THE PFM TO MEET THE REQUIREMENTS OF THE UNITED STATES CONFERENCE OF CATHOLIC BISHOPS. (4) TO APPROVE AND REJECT APPOINTMENTS TO THE PENSION COMMITTEE FOR THE SEMC CHURCH PLAN. (5) TO APPROVE ANY AMENDMENTS OR MODIFICATIONS TO, OR THE TERMINATION OF, THE SEMC CHURCH PLAN; AND (6) TO ELECT OR APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, ONE DIRECTOR OF THE CORPORATION WHO DOES NOT CURRENTLY SERVE ON THE BOARD OF MVHS. FORM 990, PART VI, SECTION B, LINE 11 INFORMATION IS GATHERED FROM THE ACCOUNTING AND PAYROLL DEPARTMENTS, WHICH IS USED BY THE SENIOR ACCOUNTANT TO PREPARE WORKSHEETS USED TO POPULATE THE FORM 990. MEMBERS OF AN EXTERNAL AUDIT AND TAX FIRM (CURRENTLY FUST CHARLES CHAMBERS LLP) INITIALLY DISCUSS, PREPARE AND REVIEW THE RETURN WITH THE SENIOR ACCOUNTANT. THE SEMC MANAGEMENT TEAM REVIEWS THE DRAFT AND HAS THE OPPORTUNITY TO ASK QUESTIONS AND DISCUSS THE RETURN WITH THE TAX STAFF. AFTER THE MANAGEMENT TEAM'S APPROVAL, THE FORM 990 IS DISTRIBUTED TO THE GOVERNING BODY FOR THEIR REVIEW AND COMMENT PRIOR TO THE FILING OF THE FORM 990. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST POLICY FIRST, EACH BOARD OF TRUSTEE MEMBER, THE PRESIDENT/CEO, CHIEF OPERATING OFFICER, AND EACH VICE PRESIDENT COMPLETE AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE. THE RESULTS OF THE QUESTIONNAIRE ARE REVIEWED BY THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES WHICH IDENTIFIES ANY POTENTIAL CONFLICTS. AS PART OF THE POLICY, BOARD MEMBERS THAT HAVE A CONFLICT ARE UNABLE TO VOTE WHEN A SUBJECT THAT THEY HAVE A CONFLICT OF INTEREST IN COMES UP FOR A VOTE AT A BOARD MEETING. BOARD MEMBERS ARE NOT ALLOWED TO BE INVOLVED IN THE DISCUSSIONS RELATED TO THE ISSUE OTHER THAN TO MAKE A BRIEF COMMENT. STINCE 2010, THE MEDICAL CENTER BEGAN TO REQUIRE ALL DEPARTMENT MANAGERS TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE ON AN ANNUAL BASIS. SINCE 2010, ALL MEMBERS OF THE MEDICAL STAFF ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE ONCE EVERY TWO YEARS, AS PART OF THE CREDENTIALING PROCESS. FOR ALL OTHER EMPLOYEES, A POLICY IS IN PLACE AS PART OF THE COMPLIANCE PLAN THAT REQUIRES EMPLOYEES TO DISCLOSE ANY CONFLICT OF INTEREST TO THEIR SUPERVISOR. THE SUPERVISOR IS THEN REQUIRED TO DISCLOSE THE INFORMATION TO THE COMPLIANCE OFFICER. BOARD MEMBERS OF SUBSIDIARIES ARE ALSO REQUIRED TO COMPLETE CONFLICT OF INTEREST QUESTIONNAIRES. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION POLICY THE BOARD OF DIRECTORS HAS ESTABLISHED AN EXECUTIVE COMPENSATION COMMITTEE THAT IS COMPOSED OF THE CHAIRPERSON AND AT LEAST FOUR (4) ADDITIONAL DIRECTORS RECOMMENDED BY THE CHAIRPERSON AND APPROVED BY THE BOARD. ALL MEMBERS OF THE EXECUTIVE COMPENSATION COMMITTEE SHALL BE "INDEPENDENT DIRECTORS" AS THAT TERM IS DEFINED IN SECTION 4958 OF THE INTERNAL REVENUE CODE AND SUPPORTING REGULATIONS. IN THE EVENT THAT THE CHAIRPERSON IS NOT AN "INDEPENDENT DIRECTOR", THE BOARD SHALL APPOINT ANOTHER INDEPENDENT DIRECTOR TO SERVE IN THE PLACE OF THE CHAIRPERSON. THE PRESIDENT/CEO MAY SERVE AS AN ADVISOR TO THE COMMITTEE AS LONG AS HE OR SHE IS EXCUSED WHEN THE COMMITTEE IS REVIEWING THE CEO'S COMPENSATION PACKAGE. THE EXECUTIVE COMPENSATION COMMITTEE IS APPOINTED TO DISCHARGE THE DUTY OF THE BOARD TO FULFILL ITS OVERSIGHT RESPONSIBILITY IN DETERMINING THE ADEQUACY AND REASONABLENESS OF THE COMPENSATION PAID TO THE PRESIDENT/CEO AND OTHER EMPLOYEES OR INDIVIDUALS THAT THE COMMITTEE BELIEVES ARE IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER THE AFFAIRS OF THE CORPORATION, OR ITS AFFILIATES OR SUBSIDIARIES, ALL AS OUTLINED IN SECTION 4958 OF THE INTERNAL REVENUE CODE AND SUPPORTING REGULATIONS ("DISQUALIFIED PERSONS"). THE COMMITTEE: (1). ESTABLISHES, MONITORS, REVIEWS AND REVISES, AT LEAST ANNUALLY, PERFORMANCE GUIDELINES FOR THE CEO; (2). ASSISTS THE BOARD IN ASSESSING AND EVALUATING THE CEO'S PERFORMANCE; (3). REVIEWS AND RECOMMENDS TO THE FULL BOARD THE CEO'S COMPENSATION, INCLUDING SALARY, INCENTIVES, BENEFITS AND OTHER PERQUISITES; (4). REGULARLY ESTABLISHES, REVIEWS AND MONITORS SUCCESSION PLANS (INCLUDING EMERGENCY SUCCESSION PLANS) FOR ALL KEY MANAGEMENT PERSONNEL; (5). AT LEAST ANNUALLY, REVIEWS EXECUTIVE COMPENSATION TO ENSURE THAT IT IS APPROPRIATE IN VIEW OF CORPORATION'S TAX-EXEMPT STATUS AND TAKES THE REQUIRED STEPS TO ESTABLISH A "REBUTTABLE PRESUMPTION OF REASONABLENESS" [UNDER I.R.C. SECTION 4958] OF THE EXECUTIVE COMPENSATION, WHICH MAY INCLUDE EVALUATING: A. THE COMPENSATION PAID BY SIMILAR ORGANIZATIONS, BOTH EXEMPT AND TAXABLE, FOR EQUIVALENT POSITIONS IN THE SAME OR SIMILAR COMMUNITY OR GEOGRAPHIC AREA; B. THE UNIQUENESS OF THE PERSON'S BACKGROUND, EDUCATION, TRAINING, EXPERIENCE, AND RESPONSIBILITIES; C. THE SIZE AND COMPLEXITY OF THE CORPORATION'S INCOME AND ASSETS AND THE NUMBER OF CORPORATIONS EMPLOYEES; D. CEO'S JOB PERFORMANCE; E. RELATIONSHIP OF THE CEO'S COMPENSATION TO THE COMPENSATION PAID TO CORPORATION'S OTHER EMPLOYEES; AND F. THE NUMBER OF HOURS THE CEO SPENDS PERFORMING HIS OR HER JOB. (6). REVIEW AND APPROVE THE COMPENSATION PACKAGE OF THE CHIEF OPERATING, MEDICAL, NURSING AND FINANCIAL OFFICERS, AS RECOMMENDED BY THE CEO. THE COMMITTEE IS PROVIDED SUCH RESOURCES AND AUTHORITY AS IT DEEMS APPROPRIATE TO DISCHARGE ITS DUTIES AND RESPONSIBILITIES, INCLUDING THE AUTHORITY TO DIRECTLY SELECT, ENGAGE AND SUPERVISE ANY CONSULTANT, ACCOUNTANT, LEGAL COUNSEL OR OTHER ADVISOR HIRED BY THE CORPORATION TO ADVISE THE COMMITTEE ON EXECUTIVE COMPENSATION AND RELATED MATTERS. IN CARRYING OUT ITS RESPONSIBILITIES, THE COMMITTEE MAY RELY UPON REASONED, WRITTEN OPINIONS OF CONSULTANTS AND/OR LEGAL COUNSEL. FORM 990, PART VI, SECTION C, LINE 19 PUBLIC DISCLOSURE THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. THE ORGANIZATION'S FORM 990 IS POSTED ON WWW.GUIDESTAR.ORG. FORM 990, PART VII, LINE 1A SEMC DOES NOT COMPENSATE THE BOARD OF TRUSTEES FOR THEIR SERVICES AS BOARD MEMBERS. ANY COMPENSATION PAID TO BOARD MEMBERS IS NOT RELATED TO BOARD MEMBER'S SERVICE TO THE BOARD. FORM 990, PART XI, LINE 9: PENSION RELATED CHANGES 270,191. NET CHANGE IN FOUNDATION NET ASSETS -468,253. FORM 990, PART XII, LINE 2C: THERE HAS BEEN NO CHANGE IN THE PROCESS BY WHICH THE ORGANIZATION OVERSEES ITS AUDIT OR THE PROCESS BY WHICH THE ORGANIZATION SELECTS ITS INDEPENDENT ACCOUNTANT. FAXTON- ST LUKE'S HEALTHCARE PO BOX 479 UTICA NY 135030479 161576637 ACCUTE CARE HOSPITAL NY 501 (C) (3) 3 MOHAWK VALLEY HEALTH SYSTEM INC 0 FAXTON- ST LUKE'S FOUNDATION PO BOX 479 UTICA NY 135030479 223078768 PROMOTE AND SOLICIT FUNDS NY 501 (C) (3) 11B MOHAWK VALLEY HEALTH SYSTEM INC 0 ST LUKE'S HOME RESIDENTIAL HEALTH CARE FACITLITY INC 1650 CHAMPLAIN AVE UTICA NY 13502 161476372 RESIDENTIAL HEALTH CARE NY 501 (C) (3) 9 FAXTON- ST LUKE'S HEALTHCARE INC 0 VISITING NURSE ASSOCIATION OF UTICA AND ONEIDA COUNTY INC 1650 CHAMPLAIN AVE UTICA NY 13502 150532259 HOME HEALTH CARE NY 501 (C) (3) 9 MOHAWK VALLEY HEALTH SYSTEM INC 0 ST ELIZABETH MEDICAL CENTER FOUNDATION 2209 GENESEE STREET UTICA NY 13501 222562170 FUNDRAISING NY 501 (C) (3) 9 ST ELIZABETH MEDICAL CENTER 0 MOHAWK VALLEY HEALTH SYSTEM INC PO BOX 4308 UTICA NY 13504 223124162 PROMOTE HEALTH CARE NY 501(C)(3) HOSPTIAL N/A 0 HEALTHCARE UNDERWRITERS MUTUAL RISK MA NY (UNINCORPORATED) 5687 MAIN STREET WILLIAMSVILLE NY 14221 161484203 TO ESTABLISH WORKERS COMP SELF-INSURANCE GROUP NY N/A T 0.25000 0 ST ELIZABETH HEALTH SUPPORT 7246 JANUS PARK DRIVE LIVERPOOL NY 13088 TO PROVIDE DURABLE MEDICAL EQUIPMENT NY N/A C 0.40000 0 1 0 1 0 1 0 0 0 1 0 0 1 1 1 1 0 1 1 1 ST ELIZABETH MEDICAL CENTER FOUNDATION INC A 48639 ACCOUNTING RECORDS ST ELIZABETH MEDICAL CENTER FOUNDATION INC N 204699 ACCOUNTING RECORDS ST ELIZABETH MEDICAL CENTER FOUNDATION INC M 240917 ACCOUNTING RECORDS