2012-07-24T13:01:53-05:00 2011-12-31 410746749 CLIFTONLARSONALLEN LLP 220 SOUTH SIXTH STREET SUITE 300 MINNEAPOLIS MN 55402 990 2011-01-01 410637595 MINNESOTA HOSPITAL ASSOCIATION MINN 6516463501 2550 UNIVERSITY AVENUE WEST NO 350-S ST PAUL MN 551141900 LAWRENCE J MASSA 6516463501 2012-07-19 1 JOHN TAUER P00294068 6123764500 2011 2016-02-24 21:20:13Z LAWRENCE J MASSA 2550 UNIVERSITY AVENUE WEST NO 350-S ST PAUL MN 551141900 7093432 0 X WWW.MNHOSPITALS.ORG X 1918 MN PROMOTION OF THE HEALTHCARE INDUSTRY. 28 28 0 60 25100 13637 6600 6600 6408686 7015062 2562 3186 77257 68584 6495105 7093432 261 0 0 0 4186831 4158510 0 0 0 2201357 2690859 6388449 6849369 106656 244063 5640456 7362796 2909475 4387752 2730981 2975044 X TO ENHANCE THE ABILITY OF OUR MEMBERS TO ACHIEVE THEIR MISSIONS AND GOALS BY BEING THE STATE'S MOST INFLUENTIAL, TRUSTED AND RESPECTED LEADER IN HEALTH-CARE POLICY AND ADVOCACY, AND BY BEING A VALUED RESOURCE FOR INFORMATION AND KNOWLEDGE. 1 0 EDUCATION:PROVIDED APPROXIMATELY 100 TO 150 EDUCATION PROGRAMS THROUGH WEBINAR, IN PERSON SEMINARS AND CONFERENCES FOR HEALTH CARE EXECUTIVES, CAREGIVERS, MANAGERS, HOSPITAL TRUSTEES, AND MEMBERS OF THE PUBLIC. MENTAL HEALTH BED TRACKER:ADMINISTER ELECTRONIC MENTAL HEALTH INPATIENT BED TRACKER TO PROVIDE DAILY CLOSE-TO-REAL-TIME INFORMATION FOR HOSPITALS SEEKING TO ADMIT PATIENTS WITH MENTAL OR BEHAVIORAL HEALTH NEEDS. THIS BED TRACKER IS USED FOR PATIENT PLACEMENT BY ALMOST ALL 146 HOSPITALS IN MINNESOTA. ACO WHITE PAPER:MHA PRODUCED AND DISTRIBUTED AT NO CHARGE A RESEARCH PAPER ON POLICY ISSUES ASSOCIATED WITH ACCOUNTABLE CARE ORGANIZATION DEVELOPMENT IN ANTICIPATION OF PAYMENT REFORMS STEMMING FROM FEDERAL HEALTH CARE REFORM. IN ADDITION TO WIDELY DISTRIBUTING THE WHITE PAPER TO THE ASSOCIATION'S MEMBERS, THE ASSOCIATION MADE IT AVAILABLE TO HEALTH CARE LEADERS IN OTHER STATES THROUGH DISTRIBUTION AT CONFERENCES AND MAKING IT AVAILABLE ON OUR WEBSITE. TRANSFORMING CARE AT THE BEDSIDE:THROUGH ITS INVOLVEMENT WITH ALIGNING FORCES FOR QUALITY, MHA BEGAN ADMINISTERING THE FIRST STATEWIDE EFFORT TO IMPLEMENT TRANSFORMING CARE AT THE BEDSIDE, A HOSPITAL WORKFORCE AND QUALITY IMPROVEMENT EFFORT DEVELOPED BY THE ROBERT WOOD JOHNSON FOUNDATION, IN 23 HOSPITALS ACROSS THE STATE. ALTHOUGH IT IS TOO EARLY TO REPORT ON OUTCOMES AT THIS TIME, THE PROJECT HOPES TO SIGNIFICANTLY INCREASE THE PROPORTIONATE AMOUNT OF TIME NURSES AND OTHER CAREGIVERS PARTICIPATING IN TCAB SPEND IN DIRECT PATIENT CARE DURING THEIR WORK SHIFT. TRUSTEE EDUCATION CERTIFICATION:MHA CONTINUES TO ADMINISTER A HOSPITAL TRUSTEE EDUCATION CERTIFICATION PROGRAM TO PROVIDE INCENTIVE FOR AND RECOGNITION OF HOSPITAL TRUSTEES THAT OBTAIN EDUCATION IN VARIOUS TOPICS DESIGNED TO HELP ENSURE THAT THEY CAN FULFILL THEIR FIDUCIARY DUTIES IN A COMPLEX AND DYNAMIC HEALTH CARE INDUSTRY. THE CERTIFICATION PROGRAM IS FREE AND MHA ACCEPTS EDUCATIONAL PROGRAMS OFFERED BY OTHER ORGANIZATIONS. NINE TRUSTEES HAVE COMPLETED THE PROGRAM IN ITS FIRST TWO YEARS AND APPROXIMATELY 400 HAVE SIGNED UP AND ARE IN VARIOUS STAGES TOWARD COMPLETION OF THEIR CERTIFICATES. WORKFORCE DATA TOOL:MHA COLLECTS AND REPORTS MULTIPLE LEVELS OF WORKFORCE DATA THAT HOSPITAL MEMBERS AND STATE AGENCIES USE FOR PREDICTING HEALTH CARE WORK FORCE TRENDS, SHORTAGES AND CHANGES. 0 1 0 1 0 0 0 0 0 1 1 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 36 0 0 1 1 0 0 0 0 0 X 28 28 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X JEFF ANDERSEN 6516033501 2550 UNIVERSITY AVENUE WEST 305-S ST PAUL MN 551141900 X LAWRENCE J MASSA 40.00 X X 506060 0 76973 MARY KLIMP 0.70 X X 0 0 0 ALAN R SCHILMOELLER 0.70 X X 0 0 0 BEN KOPPELMAN 0.70 X X 0 0 0 DAVID J ABLESON 0.50 X 0 0 0 MARK A EUSTIS 0.50 X 0 0 0 ALAN L GOLDBLOOM 0.50 X 0 0 0 ARTHUR A GONZALEZ 0.50 X 0 0 0 TIMOTHY H HANSON 0.50 X 0 0 0 BROCK D NELSON 0.50 X 0 0 0 KENNETH PAULUS 0.50 X 0 0 0 PETER E PERSON 0.50 X 0 0 0 TERENCE PLADSON 0.50 X 0 0 0 LOREN TAYLOR 0.50 X 0 0 0 DEBRA K BOARDMAN 0.50 X 0 0 0 MARY MAERTENS 0.50 X 0 0 0 DANIEL ODEGAARD 0.50 X 0 0 0 MARGARET PERRYMAN 0.50 X 0 0 0 RACHELLE SCHULTZ 0.50 X 0 0 0 BRADLEY BEARD 0.50 X 0 0 0 CHRISTINE HARFF 0.50 X 0 0 0 FRANK LAWATSCH 0.50 X 0 0 0 JEFFRY STAMPOHAR 0.50 X 0 0 0 CARL VAAGENES 0.50 X 0 0 0 STEPHEN C WALDHOFF 0.50 X 0 0 0 JOANELL DYRSTAD 0.50 X 0 0 0 STEVEN LARAWAY 0.50 X 0 0 0 JAMES MORRIS 0.50 X 0 0 0 CLAYTON PETERSON 0.50 X 0 0 0 JODIE R TORKELSON 0.50 X 0 0 0 JEFF ANDERSEN 12.50 X 56503 0 10524 MATT ANDERSON 40.00 X 138941 0 17753 MARY KRINKIE 40.00 X 169490 0 29582 MARK SONNENBORN 36.00 X 127138 0 20446 BENJAMIN PELTIER 35.50 X 151408 0 16423 1149540 0 171701 5 0 1 0 HIMLE RAPP & CO 333 S 7TH ST STE 2400 MINNEAPOLIS MN 55402 PUBLIC RELATIONS 150000 1 6600 6600 MEMBERSHIP DUES 541900 4420853 4420853 SERVICE FEES 541900 1090691 1090691 SEMINAR REGISTRATION 541900 675595 675595 OTHER PROGRAM SVC REV 541900 476799 476799 SUBSCRIPTIONS/PUBLICAT 541900 351124 326024 25100 7015062 3186 3186 MISCELLANEOUS REVENUE 900099 68584 68584 68584 7093432 6989962 25100 71770 650059 2606020 394527 507904 125605 22256 730576 19718 188441 145531 295451 68359 510483 47734 20085 EQUIPMENT RENTAL 163239 DUES AND SUBSCRIPTIONS 121358 MDH STAFFING 93636 GRANT RELATED FEES 40748 97639 6849369 2433471 2473320 1605095 34520 213408 91776 12594 81971 78655 568027 535825 3237 32202 2335925 2365810 619707 621561 5640456 7362796 303589 274863 750170 2286178 1855716 1826711 2909475 4387752 X 2730981 2975044 2730981 2975044 5640456 7362796 244063 0 X 0 1 1 X 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 1 0 0 568027 535825 32202 32202 2360810 F INVESTMENT IN UNCONSOLIDATED AFFILIATE 5000 C 2365810 INTERCOMPANY RECEIVABLES 621561 621561 INTERCOMPANY PAYABLES 1453295 SERP LIABILITY 266339 DUE TO AMERICAN HOSPITAL ASSOCIATION 107077 1826711 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: THE ASSOCIATION FOLLOWS THE GUIDANCE THAT CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES RECOGNIZED IN AN ASSOCIATION'S FINANCIAL STATEMENTS. THE ASSOCIATION IS NOT AWARE OF ANY UNCERTAIN TAX POSITIONS AS OF YEAR-END. THE ORGANIZATION WILL RECOGNIZE FUTURE ACCRUED INTEREST AND PENALTIES RELATED TO UNRECOGNIZED TAX BENEFITS IN INCOME TAX EXPENSE, IF INCURRED. THE ASSOCIATION IS NO LONGER SUBJECT TO FEDERAL TAX EXAMINATIONS BY TAX AUTHORITIES FOR YEARS PRIOR TO 2007 AND STATE EXAMINATIONS FOR YEARS PRIOR TO 2007. 0 0 0 LAWRENCE J MASSA 411558 0 93480 0 1022 0 65500 0 11473 0 583033 0 0 0 MATT ANDERSON 128771 0 10000 0 170 0 17753 0 0 0 156694 0 0 0 MARY KRINKIE 152977 0 16000 0 513 0 23432 0 6150 0 199072 0 0 0 BENJAMIN PELTIER 146299 0 4925 0 184 0 5513 0 10910 0 167831 0 0 0 SUPPLEMENTAL INFORMATION PART III THE ASSOCIATION'S PRESIDENT & CHIEF EXECUTIVE OFFICER IS COMPENSATED BY A RELATED ORGANIZATION, MCCA. MCCA IS REIMBURSED FOR SERVICES RENDERED BY THE PRESIDENT & CHIEF EXECUTIVE OFFICER TO THE ASSOCIATION. FOR THE PURPOSES OF DETERMINING COMPENSATION, THE ASSOCIATION RELIED ON THE RELATED ORGANIZATION TO ESTABLISH COMPENSATION OF THE PRESIDENT & CHIEF EXECUTIVE OFFICER. THE RELATED ORGANIZATION USED THE FOLLOWING PRACTICES FOR ESTABLISHING COMPENSATION FOR THIS POSITION: COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, FORM 990 OF OTHER ORGANIZATIONS, WRITTEN EMPLOYMENT CONTRACT, COMPENSATION SURVEY OR STUDY, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. THE ASSOCIATION IS REPORTING ALL COMPENSATION UNDER COMMON PAYMASTER RULES IN FORM 990, PART VII AND SCHEDULE J, PART II. NEW PROGRAM SERVICES FORM 990, PART III, LINE 2 MHA ENTERED INTO AN AGREEMENT WITH THE CENTER FOR MEDICARE AND MEDICAID INNOVATION AT THE CENTERS FOR MEDICARE AND MEDICAID SERVICES (CMS) TO DEVELOP AND IMPLEMENT A PLAN TO ENGAGE HOSPITALS IN A PROGRAM TO DECREASE PATIENT HARM IN THE HOSPITAL ENVIRONMENT AS A HOSPITAL ENGAGEMENT NETWORK. THE TERM OF THE AGREEMENT IS TWO YEARS WITH AN OPTION FOR A THIRD YEAR BASED ON PERFORMANCE. FORM 990, PART VI, SECTION A, LINE 1 THE ASSOCIATION'S EXECUTIVE COMMITTEE IS COMPOSED OF THE BOARD CHAIR, CHAIR-ELECT, PRESIDENT, SECRETARY/TREASURER AND FIVE OTHER DIRECTORS ELECTED BY THE BOARD AT THE ANNUAL MEETING; PROVIDED, HOWEVER, THAT IF THE IMMEDIATE PAST-CHAIR IS A DIRECTOR, THEN HE OR SHE SHALL ALSO BE A MEMBER OF THE EXECUTIVE COMMITTEE AND THE BOARD WILL ELECT FOUR NON-OFFICER MEMBERS. THE EXECUTIVE COMMITTEE HAS THE AUTHORITY OF THE BOARD OF DIRECTORS IN THE MANAGEMENT OF THE BUSINESS IN THE INTERVAL BETWEEN MEETINGS OF THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE IS AT ALL TIMES SUBJECT TO THE CONTROL AND DIRECTION OF THE BOARD. FORM 990, PART VI, SECTION A, LINE 6 VOTING MEMBERS - ORGANIZATIONS OR INSTITUTIONS WHICH ARE ACTIVE IN THE HEALTH CARE INDUSTRY AND SUPPORT THE WORK OF MHA AND PAY MEMBERSHIP DUES TO MHA CAN BE VOTING MEMBERS WITH APPROVAL FROM THE BOARD OF DIRECTORS. REGIONAL MEMBERS - ORGANIZATIONS OR INSTITUTIONS WHICH ARE CONTROLLED BY A VOTING MEMBER. THE SOLE VOTING RIGHT AFFORDED TO REGIONAL MEMBERS IS TO PARTICIPATE IN THE ELECTION OF REGIONAL DIRECTORS. ASSOCIATE MEMBERS - ORGANIZATIONS THAT SUPPORT THE WORK OF MHA BUT ARE NOT OTHERWISE ELIGIBLE TO BE VOTING MEMBERS OR REGIONAL MEMBERS, AND PAY ASSOCIATE DUES TO MHA CAN BECOME ASSOCIATE MEMBERS WITH APPROVAL FROM THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7A VOTING MEMBERS DOMICILED IN MINNESOTA HAVING $100 MILLION IN GROSS REVENUES AS TO WHICH DUES ARE ASSESSED SHALL BE ENTITLED TO DESIGNATE ONE STANDING DIRECTOR, WHO, UPON RATIFICATION BY THE BOARD OF DIRECTORS AT THE NEXT MEETING OF THE DIRECTORS FOLLOWING SUCH DESIGNATION, SHALL BECOME A MEMBER OF THE BOARD OF DIRECTORS. THE VOTING MEMBERS AND THE REGIONAL MEMBERS OF EACH REGION SHALL COLLECTIVELY ELECT ONE REGIONAL DIRECTOR. IN VOTING FOR THE REGIONAL DIRECTOR, THE VOTING MEMBER AND REGIONAL MEMBERS THAT ARE UNDER COMMON CONTROL SHALL COLLECTIVELY BE ENTITLED TO ONE VOTE. VOTING MEMBERS MAY ELECT A MAXIMUM OF FIVE TRUSTEE DIRECTORS. EACH TRUSTEE DIRECTOR SHALL BE A MEMBER OF THE GOVERNING BODY OF A VOTING MEMBER OR REGIONAL MEMBER. VOTING MEMBERS MAY ELECT A MAXIMUM OF FIVE AT-LARGE DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B AMENDMENTS TO THE ASSOCIATION'S BYLAWS MUST BE PROPOSED BY ADOPTING A RESOLUTION SETTING FORTH THE PROPOSED AMENDMENT AND DIRECTING THAT IT BE SUBMITTED FOR ADOPTION AT A MEETING OF THE VOTING MEMBERS OR BY WRITTEN PETITION SIGNED BY AT LEAST 50 VOTING MEMBERS OR TEN PERCENT OF THE VOTING MEMBERS, WHICHEVER IS LESS, AND DELIVERED TO THE SECRETARY. EACH PROPOSED AMENDMENT SHALL BE CONSIDERED BY THE VOTING MEMBERS, AND AN AMENDMENT SHALL BE ADOPTED UPON THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTING MEMBERS PRESENT AND ENTITLED TO VOTE AT THE MEETING. NOTICE OF THE MEETING SHALL INCLUDE A COPY OR SUMMARY OF EACH PROPOSED AMENDMENT. THE VOTING MEMBERS HAVE NO POWER TO AMEND THE BYLAWS EXCEPT AS DESCRIBED ABOVE. FORM 990, PART VI, SECTION B, LINE 11 A DRAFT COPY OF THE FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS. THE BOARD REVIEWS THE DRAFT FORM 990, ADDRESSING ANY COMMENTS OR CONCERNS. UPON APPROVAL OF THE DRAFT FORM 990 BY THE BOARD, THE FORM IS FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C THE ASSOCIATION'S CONFLICT OF INTEREST POLICY COVERS MEMBERS OF THE BOARD OF DIRECTORS, OFFICERS, AND OTHER INDIVIDUALS ENGAGED IN THE MANAGEMENT OF THE ASSOCIATION THAT OCCUPY POSITIONS OF FIDUCIARY TRUST. COVERED INDIVIDUALS ARE REQUIRED TO UPDATE AN ANNUAL DISCLOSURE STATEMENT THAT IS REVIEWED BY THE EXECUTIVE COMMITTEE. THE COMMITTEE WILL MEET WITH INDIVIDUAL BOARD MEMBERS THAT ARE DETERMINED TO HAVE A POTENTIAL CONFLICT OF INTEREST TO RESOLVE WHETHER AND HOW THE INDIVIDUAL WILL PARTICIPATE IN ASSOCIATION ACTIVITIES ASSOCIATED WITH THE POTENTIAL CONFLICT. IF A COVERED INDIVIDUAL HAS A POTENTIAL CONFLICT OF INTEREST THAT ARISES DURING THE COURSE OF THE YEAR, THE MATERIAL FACTS MUST BE FULLY DISCLOSED TO THE BOARD OF DIRECTORS OR COMMITTEE MEMBERS WHO SHALL DETERMINE IF A CONFLICT EXISTS FOLLOWING THE DISCLOSURE. THE CONFLICTED INDIVIDUAL MAY NOT BE PRESENT FOR THE DISCUSSION, THE VOTE ON THE TRANSACTION, NOR BE COUNTED FOR DETERMINING THE PRESENCE OF A QUORUM. THE MEETING MINUTES SHALL DOCUMENT THE DISCLOSURE, ABSTENTION FROM PARTICIPATION IN THE DISCUSSION, AND THE ABSTENTION FROM VOTING. FORM 990, PART VI, SECTION B, LINE 15 THE ASSOCIATION'S BOARD OF DIRECTORS USED MARKET STUDIES, AN INDEPENDENT COMPENSATION CONSULTANT, AND FORM 990S OF OTHER SIMILARY SIZED AND SITUATED ORGANIZATIONS TO DETERMINE COMPENSATION FOR THE PRESIDENT & CHIEF EXECUTIVE OFFICER, L. MASSA. THE PROCESS WAS LAST UNDERTAKEN DURING 2010. THE ASSOCIATION'S BOARD OF DIRECTORS USED MARKET STUDIES TO DETERMINE COMPENSATION FOR THE CONTROLLER, J. ANDERSEN. THE DETERMINATION LAST TOOK PLACE IN 2010. FORM 990, PART VI, SECTION C, LINE 19 THE ASSOCIATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. EXPLANATION FOR HOURS WORKED FORM 990, PART VII, SECTION A MARY J. KLIMP, ALAN SCHILLMOELLER, AND BEN KOPPELMAN WORKED APPROXIMATELY 2.5 HOURS PER WEEK AS FOLLOWS: MINNESOTA HOSPITAL ASSOCIATION .75 HOUR MINNESOTA HOSPITAL FOUNDATION .75 HOUR MINNESOTA CONTINUUM CARE ASSOCIATION, INC 1 HOUR MARK EUSTIS, KENNETH PAULUS, TERENCE PLADSON, DEBRA BOARDMAN, AND CARL VAAGENES WORKED APPROXIMATELY 2 HOUR PER WEEK AS FOLLOWS: MINNESOTA HOSPITAL ASSOCIATION: .5 HOURS MINNESOTA HOSPITAL FOUNDATION: .5 HOURS MINNESOTA CONTINUUM CARE ASSOCIATION, INC 1 HOUR LAWRENCE J. MASSA WORKED APPROXIMATELY 41.5 HOURS PER WEEK AS FOLLOWS: MINNESOTA HOSPITAL ASSOCIATION: 40 HOURS MINNESOTA HOSPITAL FOUNDATION: .5 HOURS MINNESOTA CONTINUUM CARE ASSOCIATION, INC 1 HOUR JEFF ANDERSON WORKED APPROXIMATELY 13 HOURS PER WEEK AS FOLLOWS: MINNESOTA HOSPITAL ASSOCIATION: 12.5 HOURS MINNESOTA HOSPITAL FOUNDATION: .5 HOURS MINNESOTA CONTINUUM CARE ASSOCIATION, INC .5 HOURS MINNESOTA HOSPITAL FOUNDATION 2550 UNIVERSITY AVENUE WEST 350-S ST PAUL MN 551141900 411769025 PROMOTION OF HEALTH THROUGH EDUCATION MN 501(C)(3) LINE 11A, I N/A 1 MINNESOTA HEALTHCARE PARTNERS 2550 UNIVERSITY AVENUE WEST 350-S ST PAUL MN 551141900 411657120 CONSULTING/OPERATIONS MN MINNESOTA HOSPITAL ASSOCIATION C -58734 55190 1.00000 MSHARE INC 2550 UNIVERSITY AVENUE WEST 350-S ST PAUL MN 551141900 411502557 CONSULTING/PRODUCT DEVELOPMENT MN MINNESOTA HOSPITAL ASSOCIATION C -6088 12799 1.00000 MINNESOTA CONTINUUM OF CARE ASSOCIATION 2550 UNIVERSITY AVENUE WEST 350-S ST PAUL MN 551141900 411502234 HUMAN RESOURCES MN MINNESOTA HOSPITAL ASSOCIATION C 3333283 0.75000 0 0 0 0 0 0 0 0 0 1 1 1 1 1 1 1 1 1 MINNESOTA CONTINUUM OF CARE ASSOCIATION J 295451 PER CONTRACT MINNESOTA CONTINUUM OF CARE ASSOCIATION N 4158510 DEPARTMENT CODING MINNESOTA CONTINUUM OF CARE ASSOCIATION L COST MINNESOTA CONTINUUM OF CARE ASSOCIATION P COST