2012-08-13T15:57:03-05:00 2011-09-30 PricewaterhouseCoopers LLP 185 Asylum Street Suite 2400 Hartford CT 061033404 990 2010-10-01 222520073 Holyoke Medical Center Inc HOLY 4135342667 575 Beech Street Holyoke MA 010402223 HANK PORTEN 4135342667 2012-08-08 true BRIAN J MCCUE 860-241-7040 8602417000 2010 2016-02-24 21:20:13Z Hank J Porten 575 Beech Street Holyoke MA 010402223 122614929 false X www.holyokehealth.com X 1984 MA HOLYOKE MEDICAL CENTER, INC. IS AN ACUTUE CARE HOSPITAL THAT PROVIDES MEDICAL AND OTHER HEALTHCARE SERVICES TO RESIDENTS OF HOLYOKE MA, AND THE SURROUNDING COMMUNITIES. SEE ATCH 1 FOR ADDITIONAL INFORMATION. 20 13 1324 66 3272800 53341 726033 245751 109499577 115781926 169436 -66984 5795454 6287504 116190500 122248197 3000 4500 0 0 71371947 73393325 0 0 0 44127561 45149331 115502508 118547156 687992 3701041 56761214 59730420 54295308 68472440 2465906 -8742020 X HOLYOKE MEDICAL CENTER, INC. IS AN ACUTE CARE HOSPITAL THAT PROVIDES MEDICAL AND OTHER HEALTHCARE SERVICES TO RESIDENTS OF HOLYOKE, MA AND THE SURROUNDING COMMUNITIES. SEE ATCH 1 FOR ADDITIONAL INFORMATION. false false 97784204 4500 117976512 The mission of Holyoke Medical Center, Inc. (HMC) is to serve the health needs of the community in a high quality and efficient manner. To this end, Holyoke Medical Center shall: -Provide compassionate care to all whom it serves and commitment to cultural diversity in our programs and workforce, and the development of cultural competencies in our workforce so that we may better serve our patients; -Identify and serve those needs which are prevalent and substantial in the community as a whole or within major population groups, and which can be adequately met by the provision of basic primary and secondary health care services; -Provide information, education, and expertise to our community in order to promote the general health of its citizens; -Provide an environment of excellence and growth in which health care professionals can use their skills and abilities to the fullest extent possible; -Provide competitive wages and benefits, as well as safe and dignified working conditions, for all employees; -Ensure financial responsibility in the operation of the Medical Center in order to guarantee the future viability of our mission; -Provide a formal, public, and ongoing program of community benefits, in cooperation with community individuals and organizations, to improve the health status of the public including especially the medically and economically vulnerable. 97784204 true true false true false false false false false true true false true false true false true true false false false false false false false false true true false false true true true false false false false false false true true true true false false false false true false false false false true 174 0 1324 true true true false false false false false false false false false X 20 13 true false true false true true true true true false false true true true true true true true true false MA X PAUL M SILVA 4135342667 575 BEECH STREET HOLYOKE MA 010402223 X HANK J PORTEN 35.0 X X 0 771363 13517 KAREN M FERRONI MD 40.0 X 258964 0 15520 DEBORAH A BUCKLEY 1.0 X 0 0 0 THOMAS N HAZEN 1.0 X 0 0 0 MANFRED ROSENKRANZ 1.0 X 0 0 0 MARTIN F SCHOENEMANN CPA 1.0 X 0 0 0 PRISCILLA MANDRACHIA 1.0 X X 0 0 0 M SALEEM BAJWA MD 1.0 X 0 0 0 BURTON S RESNIC 1.0 X 0 0 0 ANGELA WRIGHT 1.0 X 0 0 0 MARY E KELLEHER 34.5 X 0 261709 6774 WILLIAM R ANDREWS 1.0 X 0 0 0 VIJAY V GANDEVIA MD 40.0 X 378660 0 16225 BRIGID L GLACKIN MD 1.0 X 0 0 0 CRAIG L MOORE PhD 1.0 X 0 0 0 RICHARD J WELLS 1.0 X 0 0 0 PETER C CONNOR 1.0 X X 0 0 0 DONALD L GRAHAM 1.0 X 0 0 0 KATHLEEN HANKEL 1.0 X 0 0 0 JOHN J KELLEY 1.0 X 0 0 0 MARC E JOYCE 1.0 X 0 0 0 JOSEPH PETERS 1.0 X 0 0 0 DORIS M RANSFORD 1.0 X 0 0 0 ANTHONY SOTO 1.0 X 0 0 0 ANTONIO CORREIA 33.0 X 0 343534 15770 PAUL M SILVA 40.0 X 251648 0 15218 KATHY BUCKLEY 40.0 X 241210 0 15202 CLARK A FENN 40.0 X 241783 0 15064 JAMES KEEFE 40.0 X 225803 0 15044 MICHAEL A ZWIRKO 40.0 X 264824 0 14769 A MASHARN DOANES MD 40.0 X 449409 0 8515 MARY E NORRIS MD 40.0 X 409936 0 14810 THEODORE K MLAPAH MD 40.0 X 369485 0 15650 PAUL H COOKE MD 40.0 X 336166 0 16381 ZUBEENA MATEEN MD 40.0 X 333938 0 16321 3761826 1376606 214780 52 false true false H-C MANAGEMENT SERVICES INC 20 HOSPITAL DRIVE HOLYOKE MA 01040 MANAGEMENT SERVICES 1988300 COGENT HEALTHCARE INC 5410 MARYLAND WAY BRENTWOOD TN 37027 HOSPITALIST STAFFING 1198890 QUEST DIAGNOSTICS 415 MASSACHUSETTS AVENUE CAMBRIDGE MA 02139 LABORATORY SERVICES 807625 MEDICUS HOSPITALIST SERVICES LLC 7 INDUSTRIAL WAY SALEM NH 03079 HOSPITALIST STAFFING 705604 UNITEX TEXTILE RENTAL SERVICES 161 SOUTH MACQUESTEN PARKWAY MOUNT VERNON NY 10550 LAUNDRY SERVICES 526915 24 34351 211400 90000 245751 NET PATIENT SERVICE REVENUE 621110 115311040 115311040 AFFILIATE RENT 531120 470886 470886 115781926 166428 166428 0 0 509724 125220 384504 384504 31424 353080 8100 241512 -233412 -233412 -233412 0 0 0 NON-PATIENT LAB REVENUE 621500 3239558 3239558 TRANSCRIPTION SERVICES 561000 1818 1818 FOOD SERVICES/COFFEE SHOP 722210 467038 467038 2194586 2194586 5903000 122248197 117976512 3272800 753134 4500 4500 0 0 0 1862892 637624 1225268 0 59070235 50917180 8153055 348428 294801 53627 7508172 6247621 1260551 4603598 3895050 708548 2079770 2079770 338361 33956 304405 133000 133000 65937 65937 0 0 4783398 3526339 1257059 176952 6586 170366 16234332 14762438 1471894 1694989 903916 791073 0 2200055 1859827 340228 109453 76261 33192 0 0 687941 687941 0 4082955 2939543 1143412 1993000 1200107 792893 BAD DEBT 6531053 6531053 PURCHASED STAFFING 1613199 1607474 5725 LABORATORY TESTS 1027559 1027559 PHYSICIAN FEES 719450 719450 UNCOMPENSATED CARE POOL 491928 491928 185999 100991 85008 118547156 97784204 20762952 0 5912954 6921282 11669377 11715623 76398 0 786085 717231 1084613 1001698 125645651 95183476 28223519 30462175 1896468 1919882 6092059 5725089 1019741 1267440 56761214 59730420 14176228 17079576 1142857 693750 8548671 6336972 2410960 4906125 28016592 39456017 54295308 68472440 X -1613287 -12585787 1853183 1688730 2226010 2155037 2465906 -8742020 56761214 59730420 X 3701041 -14908967 X X false true true X false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false false false false false false true 40000 true 25937 false 65937 false false PART II-B, LINE 1G: LEGISLATIVE AND EXECUTIVE AGENT REPRESENTATION: 1. CAPITOL CONSULTING GROUP: 10,000 2. SMITH & RAUSCHENBACH: 30,000 ------- TOTAL 40,000 PART II-B, LINE 1H: ASSOCIATION DUES RELATED TO LOBBYING: 1. AMERICAN HOSPITAL ASSOCIATION: 7,243 2. MASSACHUSETTS HOSPITAL ASSOCIATION: 18,694 ------- TOTAL 25,937 1154521 -18890 29827 330 1105474 1087014 95984 28477 1154521 1143311 23703 80000 1087014 0.41590 0.58410 false true true 2710635 2710635 57398241 37216339 20181902 63616144 56742479 6873665 1920631 1224658 695973 30462175 PHYSICIAN HOSP ORGANIZATION 190574 F LIMITED USE ASSETS - CURRENT 430367 F LIMITED USE ASSETS - LONG TERM 1716304 F BENEFICIAL INTEREST - VHS 3387844 F 5725089 0 ACCRUED PENSION COST 39298918 ASSET RETIREMENT OBLIGATION 157099 39456017 122248197 118547156 3701041 -44062 -14864905 -14908967 -11207926 122602077 122602077 -353880 -353880 122248197 133810003 15262847 15262847 118547156 118547156 PART V, LINE 4: THE ENDOWMENT FUNDS ARE HELD AND ADMINISTERED BY VALLEY HEALTH SYSTEMS, INC. THE INTENDED USE OF THE ENDOWMENT FUNDS IS TO PROVIDE A PREDICTABLE, STABLE, AND CONSISTENT STREAM OF EARNINGS FOR HOLYOKE MEDICAL CENTER, INC. TO BE USED FOR FREE CARE AND GENERAL OPERATIONS. PART XI, LINE 8 (OTHER): CONTRIBUTIONS TO AFFILIATES (1,165,000) PENSION ADJUSTMENT (13,529,125) CHANGE IN BENEFICIAL INT - VHS (170,780) ------------ TOTAL (14,864,905) PART XII, LINE 4B (OTHER): LOSS ON DISPOSAL OF ASSETS, NET (228,660) RENTAL EXPENSES (125,220) --------- TOTAL (353,880) PART XIII, LINE 2D (OTHER): NET UNREALIZED LOSS ON INVESTMENTS 44,062 CONTRIBUTIONS TO AFFILIATES 1,165,000 PENSION ADJUSTMENTS 13,529,125 LOSS ON DISPOSAL OF ASSETS, NET 228,660 CHANGE IN BENEFICIAL INT - VHS 170,780 RENTAL EXPENSES 125,220 --------- TOTAL 15,262,847 true true true X true X true true true false true true 3509 2751171 2436939 314232 0.00270 24065 12935192 11801133 1134059 0.00960 27574 15686363 14238072 1448291 0.01230 35 7870 323848 955 322893 0.00270 5 127 20886 20886 0.00020 4 550 4176106 3306955 869151 0.00730 1 1100000 0 1100000 0.00930 45 8547 5620840 3307910 2312930 0.01950 45 36121 21307203 17545982 3761221 0.03180 621 621 540 768 768 540 1389 1389 false 1904759 33402773 34776794 -1374021 X true true NOT APPLICABLE 1 1 HOLYOKE MEDICAL CENTER INC

575 BEECH STREET HOLYOKE MA 01040

X X X HOLYOKE MEDICAL CENTER INC 1 true true 200. true 400. true X X X X X X X true true X X X X false X X true X X X X X true X false true 1. Required Disclosures Part I, Line 3C Not Applicable Part I, Line 6a Not Applicable Part I, Line 7 Holyoke Medical Center, Inc. used the cost-to-charge ratio method in determining the cost of health services provided. Holyoke Medical Center, Inc. derived this cost-to-charge ratio based on the total patient care expense, after step-down adjustment, divided by gross patient charges per the Medicare 2552 Cost Report. Part II Holyoke Medical Center, Inc. provides a variety of community sponsorships and ongoing relationships with local community organizations. Our goals for those sponsorships and / or team building are to help support cultural and healthy lifestyle events, whether it be to support youth sports teams, celebrate youth academic leaders and their families and teachers, or support of a community celebration. Our intended outcome is to make this a healthier and more lively community. The majority of our community support is a result of requests from civic, social, and athletic groups within our community. As an example, working with three community partners, Holyoke Medical Center, Inc. staff help coordinate a children's grant to specifically assist speech and language screening and education for children and parents in the community for children with speech and hearing difficulties. Working with our partners, this program helps assist families with obtaining public school services for their children. Our ongoing involvement helps oversee budgets and assure flow to appropriate allocation of funds to those community services which will support those children and their families for speech, occupational and physical therapy, behavioral counseling, therapeutic play, hearing screenings, family literacy, and nutrition. In addition, HMC also partners with a variety of local community agencies to help oversee specific grants that have been awarded for the broader community for children with childhood developmental delays in their cognitive speech and hearing. Family support and teaching pre-school and grammar school educational programs for teachers are held to assist in minimizing the delays that these children would otherwise undergo without this service. Part III, Line 4 Holyoke Medical Center, Inc. utilizes generally accepted accounting principles in the preparation of its financial statements. Holyoke Medical Center, Inc. used the cost-to-charge ratio method in determining the cost of health services provided. Holyoke Medical Center, Inc. derived this cost-to-charge ratio based on the total patient care expense, after step-down adjustment, divided by gross patient charges per the Medicare 2552 Cost Report. Part III, Line 8 See Part III, Line 4 for the description of the costing methodology used in determining the Medicare costs. Part III, Line 9b Populations Exempt from Collection Action - The following individuals and patient populations are exempt from any collection actions pursuant to the Massachusetts Health Safety Net Program (HSN) regulations: a. Patients enrolled in, receiving benefits from, or participating in a public health insurance program, including but not limited to MassHealth, Emergency Aid to the Elderly, Disabled and Children (EAEDC), Healthy Start, Children's Medical Security Plan (CMSP (provided the patient's family income is equal to or less than 400% of the FPL)), and low income patients subject to the following: (1) Holyoke Medical Center, Inc. may initiate Collection Action against any patient enrolled in, receiving benefits from, or participating in MassHealth, EAEDC or Healthy Start, and any low income patient, for their required co-payments and deductibles as set forth by each specific program. (2) Holyoke Medical Center, Inc. may also initiate collection action for a patient who alleges that he or she is a participant in MassHealth, EAEDC, Health Start or CMSP but fails to provide proof of such participation. Upon receipt of satisfactory proof that a patient is a participant in such a program (including, in the case of MassHealth, EAEDC or Healthy Start, receipt or verification of a signed application), Holyoke Medical Center, Inc. shall cease billing or collection activities. (3) Low income patients are exempt from Collection Action for Eligible Services (as defined by HSN regulations from time-to-time) they receive during the period for which they have low income patient status. (4) Low income patients with family income between 200% and 400% of FPL are exempt from collection action for the portion of their Holyoke Medical Center, Inc. bill that exceeds the patient's deductible. However, Holyoke Medical Center, Inc. may initiate collection action against patients for their required co-payments and deductibles. (5) Holyoke Medical Center, Inc. may continue collection action on any low income patient for services rendered prior to the low income patient determination, provided that the patient's low income patient status has been terminated or expired. However, once a patient is determined to be eligible and enrolled in the Health Safety Net, MassHealth or certain Commonwealth Care programs, Holyoke Medical Center, Inc. will cease collection action for services rendered prior to the beginning of their eligibility. (6) Holyoke Medical Center, Inc. may pursue collection action against low income patients for services other than eligible services for which the patient has agreed to be responsible, provided Holyoke Medical Center, Inc. obtained the patient's prior written consent to be billed for the services. Holyoke Medical Center, Inc. will not bill low income patients for claims denied by the patient's primary insurer resulting from an administrative or billing error unless the error was initiated by patient / guarantor. (7) Holyoke Medical Center, Inc. will not undertake collection action against an individual who has been approved for ER Bad Debt Medical Hardship or medical hardship under the Massachusetts Health Safety Net Program with respect to the amount of the bill that exceeds the medical hardship contribution. b. With respect to low income patients injured in motor vehicle accidents, Holyoke Medical Center, Inc. will: (1) investigate whether the patient, driver and / or vehicle owner had a motor vehicle liability policy; (2) make every effort to obtain the third party payor information from the patient; (3) if the hospital has prior knowledge and is legally able, attempt to secure assignment on a patient's right to third party coverage on services provided due to an accident; (4) advise patient of duty to notify HSN/MassHealth within 10 days of filing TPL claim/lawsuit, (5) retain documentation of those efforts; (6) where applicable, submit a claim for payment to the motor vehicle liability insurer; and (7) if any portion of the claim was previously billed to the HSN, report any recovery to the HSN. c. Holyoke Medical Center, Inc. will not garnish a low income patient's or their guarantor's wages or execute a lien on the low income patient's or their guarantor's personal residence or motor vehicle unless: (1) Holyoke Medical Center, Inc. can show that the patient or their guarantor has the ability to pay; (2) the patient / guarantor did not respond to HMC requests for information or the patient / guarantor refused to cooperate with HMC to seek an alternative financial assistance program; or (3) for purposes of a lien, it was approved by Holyoke Medical Center, Inc.'s Board of Trustees on an individual case-by-case basis. d. Holyoke Medical Center, Inc. may cease any collection or billing actions against a patient who is unable to pay Holyoke Medical Center, Inc.'s bill at any time during the billing process, if the patient is eligible for assistance under financial assistance programs that HMC may, in its discretion, make available from time-to-time. Holyoke Medical Center, Inc. will keep any and all documentation that shows a patient met the criteria for such programs. e. Holyoke Medical Center, Inc. and its agents shall not continue collection or billing on a patient who is party to bankruptcy proceedings except to secure its rights as a creditor in the appropriate order. f. Holyoke Medical Center, Inc. and its agents will not charge interest on an overdue balance for a low income patient or for patients who are eligible for financial assistance programs that HMC may in its discretion make available from time-to-time. Part V, Line 1j through Line 7 Not applicable for the current tax year Part V, Line 11h Not applicable Part V, Line 13g Not applicable Part V, Line 15e Liens on residences must be approved by Holyoke Medical Center, Inc.'s Board of Trustees on an individual case-by-case basis. Part V, Line 16e Not applicable Part V, Line 17e Not applicable Part V, Line 18d Not applicable Part V, Line 19d It is the policy of Holyoke Medical Center to charge all patients with and without insurance its standard rates on file with the Commonwealth of Massachusetts Division of Heathcare and Policy. The amount ultimately collected w false false false false false false false true false HANK J PORTEN 0 454910 0 316453 0 0 0 0 0 13517 0 784880 0 0 ANTONIO CORREIA 0 240857 0 102677 0 0 0 0 0 15770 0 359304 0 0 KAREN M FERRONI MD 258964 0 0 0 0 0 0 0 15520 0 274484 0 0 0 PAUL M SILVA 184377 0 67271 0 0 0 0 0 15218 0 266866 0 0 0 MARY E KELLEHER 0 192754 0 68955 0 0 0 0 0 6774 0 268483 0 0 VIJAY V GANDEVIA MD 378660 0 0 0 0 0 0 0 16225 0 394885 0 0 0 KATHY BUCKLEY 177758 0 63452 0 0 0 0 0 15202 0 256412 0 0 0 CLARK A FENN 180713 0 61070 0 0 0 0 0 15064 0 256847 0 0 0 JAMES KEEFE 170627 0 55176 0 0 0 0 0 15044 0 240847 0 0 0 MICHAEL A ZWIRKO 198696 0 66128 0 0 0 0 0 14769 0 279593 0 0 0 A MASHARN DOANES MD 449409 0 0 0 0 0 0 0 8515 0 457924 0 0 0 MARY E NORRIS MD 409936 0 0 0 0 0 0 0 14810 0 424746 0 0 0 THEODORE K MLAPAH MD 369485 0 0 0 0 0 0 0 15650 0 385135 0 0 0 PAUL H COOKE MD 336166 0 0 0 0 0 0 0 16381 0 352547 0 0 0 ZUBEENA MATEEN MD 333938 0 0 0 0 0 0 0 16321 0 350259 0 0 0 PART I, LINE 3: H-C MANAGEMENT SERVICES, INC., A RELATED ORGANIZATION OF HOLYOKE MEDICAL CENTER, INC., IS THE EMPLOYER OF THE ORGANIZATION'S CEO AND ESTABLISHES THE COMPENSATION OF THE CEO THROUGH THE FOLLOWING MEANS: A COMPENSATION COMMITTEE, AN INDEPENDENT COMPENSATION CONSULTANT, A WRITTEN EMPLOYMENT CONTRACT, A COMPENSATION STUDY/SURVEY, AND APPROVAL BY THE ORGANIZATION'S COMPENSATION COMMITTEE. PART I, LINE 7: CERTAIN EMPLOYEES OF HOLYOKE MEDICAL CENTER, INC. PARTICIPATE IN INCENTIVE COMPENSATION BASED ON THE ACHIEVEMENT OF GOALS RELATING TO THE BUSINESS PLAN, PATIENT SATISFACTION, QUALITY, AND OTHER GOALS AS ESTABLISHED ON AN ANNUAL BASIS. THE COMPENSATION COMMITTEE DETERMINES THE APPROPRIATE AMOUNT OF THE INCENTIVE. THESE INDIVIDUALS, WITH THE EXCEPTION OF THE CEO, ARE NOT MEMBERS OF THE COMPENSATION COMMITTEE AND DO NOT PARTICIPATE IN THE PROCESS. THE CEO IS EXCUSED FROM DISCUSSIONS AND DELIBERATIONS REGARDING HIS INCENTIVE COMPENSATION. THE COMPENSATION COMMITTEE ENGAGES AN OUTSIDE COMPENSATION CONSULTING FIRM TO HELP DETERMINE THE APPROPRIATE LEVEL OF COMPENSATION OF THE CEO, SENIOR MANAGERS AND KEY EMPLOYEES. PART II, COLUMN B(II): BONUS AND INCENTIVE COMPENSATION AMOUNTS INCLUDE INCENTIVE PAYMENTS FOR fISCAL yEARS 2009 AND 2010. PART II, COLUMM B(II) - HANK J. PORTEN: BONUS AND INCENTIVE COMPENSATION CONSISTS OF THE FOLLOWING: 1. FISCAL YEARS 2009 & 2010 INCENTIVE PAYMENTS.... 254,218 2. DEFERRED COMPENSATION PAYMENT PURSUANT TO ARRANGEMENTS PRIOR TO 2003.................. 62,235 ------- TOTAL 316,453 MASS HEALTH AND EDUCATIONAL FACILITIES AUTHORITY 042456011 2004-07-14 4765000 EQUIPMENT false false false MASS HEALTH AND EDUCATIONAL FACILITIES AUTHORITY 042456011 2006-02-28 2257136 EQUIPMENT false false false 4765000 0 4765000 0 0 0 16302 0 0 4478698 0 0 2005 false false true true 1720109 0 2257136 0 0 0 35529 0 0 2221607 0 0 2006 false false true true false false false false false 0.00000 0.00000 0.00000 true false false false false false 0.00000 0.00000 0.00000 true false false false false false true true false false false true false GOSS MCLAIN INSURANCE AGENCY INC SEE SCHEDULE O 674402 INSURANCE PREMIUMS false WANDANA JOSHI DO SEE SCHEDULE O 313468 SALARY false ADAM FENN SEE SCHEDULE O 33094 SALARY false WHITING OIL CORPORATION SEE SCHEDULE O 26146 FUEL/OIL BURNER SERVICES false HOLYOKE COMMUNITY COLLEGE SEE SCHEDULE O 26000 SPACE RENTAL false ANNE CORREIA SEE SCHEDULE O 21176 SALARY false VALLEY HEALTH PARTNERS INC SEE SCHEDULE O 15400 MEMBERSHIP DUES false PATRICK KEEFE SEE SCHEDULE O 12331 SALARY false VALLEY HEALTH PARTNERS INC SEE SCHEDULE O 11000 MEMBER CAPITAL CONTRIBUTIONS false X 1 90000 APPRAISED FMV 1 false true false FORM 990, PAGE 6, PART VI, SECTION A, LINE 2 (BUSINESS RELATIONSHIPS): Certain officers and directors of Holyoke Medical Center, Inc. are employed by a related tax-exempt organization which has some common officers and/or directors. The President (Hank J. Porten), Treasurer (Antonio Correia), and Director (Mary E. Kelleher) are employees of H-C Management Services, Inc. and its common officers and/or directors are: Hank J. Porten, Antonio Correia, Peter C. Connor, Priscilla Mandrachia, and Richard J. Wells. Form 990, Page 6, Part VI, Section A, Line 4: The Holyoke Medical Center, Inc. Bylaws were changed as follows: 1. Composition of the Board of Directors and Term of Office: * The composition was changed from no less than 15 and no more than 22 persons to no less than 12 and no more than 18 persons. * The President of the Holyoke Hospital Auxiliary Association was removed as an ex-officio member and the Treasurer of the Corporation was added as a member. 2. Quorum and Attendance: * The Quorum was changed from eight (8) voting members to six (6) voting members. * Absence of a board member from four (4) consecutive meetings was changed to two (2) consecutive meetings as being grounds for removal. 3. Committees: * Executive Committee: The composition was changed to include the Chair of the Board of Directors of Holyoke Medical Center, Inc. (HMC), the Vice Chair of the Board of Directors of HMC, the President of HMC, the Chair of the Board of Directors of Valley Health Systems, Inc., and the Chair of the Board of Directors of H-C Management Services, Inc. * Finance Committee: The composition was changed from eight (8) persons to the Committee Chair, the Vice Chair of the Board of Directors, the President of the Corporation and no more than six (6) other persons, of which no less than four (4) of whom shall be members of the Board of Directors. 4. Indemnification of Directors and Officers: * The by-laws were re-written to bring them up-to-date with current practices and with the requirements set forth in Chapter 180 of the Massachusetts General Laws. 5. Conflict of Interest: * It was added that any member of the Board who has a financial, personal, official, or duality of interest in, or conflict or appearance of a conflict with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse themself and will vacate their seat and refrain from discussion and voting on said item. Form 990, Page 6, Part VI, Section A, Line 6: Valley Health Systems, Inc. is the sole member of Holyoke Medical Center, Inc. FORM 990, PAGE 6, PART VI, SECTION A, LINE 7A: Valley Health Systems, Inc. elects the members of the governing body of Holyoke Medical Center, Inc. Form 990, Page 6, Part VI, Section A, Line 7b: Significant decisions of the governing body of Holyoke Medical Center, Inc. are subject to the approval of Valley Health Systems, Inc. as specified in the organization's bylaws. Form 990, Page 6, Part VI, Section B, Line 11b: A copy of Holyoke Medical Center, Inc.'s Federal Form 990 was provided to each voting member of the governing body prior to its filing with the Internal Revenue Service. The Form 990 was prepared with the assistance of PricewaterhouseCoopers LLP. Form 990, Page 6, Part VI, Section B, Line 12c: The conflict of interest policy of Holyoke Medical Center, Inc. is monitored and enforced as part of the Valley Health Systems, Inc. system and is reviewed once a year by the system's conflict of interest committee. HMC board members, officers, and key employees complete and sign a conflict of interest questionnaire annually. All signed questionnaires are then submitted to HMC and to the parent company. FORM 990, PAGE 6, PART VI, SECTION B, LINE 15A & 15B: The compensation committee engages an outside compensation consulting firm to complete a compensation survey for the review, evaluation, and ultimate approval of said committee to help determine the appropriate compensation levels of the Chief Executive Officer, senior management, and key employees. These individuals, with the exception of the CEO, are not members of the compensation committee and do not participate in this process. The CEO is excused from discussions and deliberations regarding his compensation. This process was last undertaken in 2011. Form 990, Page 6, Part VI, Section C, Line 19: The governing documents, conflict of interest policy, and financial statements of Holyoke Medical Center, Inc. are available to the public upon request at the organization's administrative office at 575 Beech Street, Holyoke, MA. FORM 990, PAGE 7, PART VII, LINE 1A, COLUMN (B): Average hours per week for compensated executive's time devoted to the system of related organizations - Holyoke Medical Center, Inc. (HMC); Valley Health Systems, Inc. (VHS); Masswest Services, Inc. (MWS); Western Mass Physician Associates, Inc. (WMPA); H-C Management Services, Inc. (HCM); River Valley Counseling Center, Inc. (RVCC); and Holyoke Visiting Nurse Association, Inc. (VNA) are as follows: HMC VHS MWS WMPA HCM RVCC VNA TOTAL Hank J. Porten 35.0 1.5 0.5 1.0 4.5 2.0 0.5 45.0 Antonio Correia 33.0 2.5 0.5 2.5 4.5 1.5 0.5 45.0 Mary E. Kelleher 34.5 0.5 2.0 2.0 1.0 40.0 Form 990, Page 12, Part XI, Line 5 (Other Changes in Net Assets or Fund Balances): Pension Adjustments (13,529,125) Contributions to Affiliates (1,165,000) Change in Beneficial Int - VHS (170,780) Net Unrealized Loss on Investments (44,062) ------------ Total (14,908,967) Schedule L, Part IV, Column (b): Deborah Buckley, Director of Holyoke Medical Center, Inc., is President/Owner of Goss & McLain Insurance Agency, Inc. Holyoke Medical Center, Inc. made "pass-through" premium payments (passing through Goss & McLain Insurance Agency, Inc.) to insurance companies for personal lines of insurance coverage purchased by employees of Holyoke Medical Center, Inc. and also for some insurance coverage purchased by Holyoke Medical Center, Inc., obtained through the broker services of Goss & McLain Insurance Agency, Inc. Such "pass-through" premium payments are passed on by Goss & McLain Insurance Agency, Inc. to the insurance companies writing the coverage. Holyoke Medical Center, Inc. also made other insurance premium payments directly to insurance companies for which Goss & McLain Insurance Company, Inc. served as the broker/agent. WANDANA JOSHI, D.O., THE WIFE OF VIJAY V. GANDEVIA, M.D., DIRECTOR OF Holyoke Medical Center, Inc., received compensation as an employee (Anesthesiologist) of Holyoke Medical Center, Inc. Adam Fenn, the son of Holyoke Medical Center, Inc. key employee Clark A. Fenn, received compensation as an employee (Mental Health Assistant) of Holyoke Medical Center, Inc. Peter C. Connor, Director of Holyoke Medical Center, Inc. is Secretary of Whiting Oil Corporation. Holyoke Medical Center, Inc. made payments to Whiting Oil Corporation for fuel/oil burner services. Kathleen Hankel, Director of Holyoke Medical Center, Inc., is Dean of the Department of Health and Life Sciences at Holyoke Community College. Holyoke Medical Center, Inc. made payments to the college for space rental. Anne Correia, the wife of Antonio Correia, Treasurer of Holyoke Medical Center, Inc., received compensation as an employee (Nuclear Medicine Coordinator) of Holyoke Medical Center, Inc. Patrick Keefe, the son of Holyoke Medical Center, Inc. key Employee, James Keefe, received compensation as an employee (Nursing Assistant) of Holyoke Medical Center, Inc. Holyoke Medical Center, Inc. (HMC) made payments to Valley Health Partners, Inc. (VHP) for membership dues and member capital contributions. Hank J. Porten, HMC President, Clerk, and Director, is a Vice President and Director of VHP. Paul M. Silva, HMC Vice President of Finance, is Tresaurer and Director of VHP. Michael A. Zwirko, HMC Vice President, Outpatient Services, is a Director of VHP. Clark A. Fenn, HMC Vice President, Quality Improvement and Innovation, is a Director of VHP. 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