2013-09-30T15:24:57-05:00 2013-03-31 420714325 MCGLADREY LLP 227 W FIRST ST STE 700 DULUTH MN 558021919 990 2012-04-01 391536207 MEDICAL SERVICES INC D/B/A HAYWARD AREA MEMORIAL HOSPITAL MEDI 7156348911 11040 N STATE ROAD 77 HAYWARD WI 548436391 TIM GULLINGSRUD 7156348911 2013-09-26 1 MARY BETH SANTORI P00023783 2187275025 2012 2016-02-25 16:41:14Z HAYWARD AREA MEMORIAL HOSPITAL & WATER'S EDGE TIM GULLINGSRUD 11040 N STATE ROAD 77 HAYWARD WI 548436391 38681608 0 X WWW.HAMHNH.COM X 1986 WI TO PROVIDE QUALITY HEALTH CARE TO THE PEOPLE OF HAYWARD, WI AND THE SURROUNDING AREAS 12 10 334 137 0 0 104317 102502 35070911 37928982 203051 307237 991728 260894 36370007 38599615 0 0 0 0 16549571 16576253 0 0 0 16709205 16880632 33258776 33456885 3111231 5142730 48744243 52903245 19896128 18912400 28848115 33990845 CONTINUOUSLY IMPROVE THE HEALTH STATUS OF THE PEOPLE OF THE HAYWARD AREA 0 0 27919265 38002206 OUR 25 BED CRITICAL ACCESS HOSPITAL IS FLANKED BY MEDICAL CLINICS AND A LONG TERM CARE CENTER. THERE ARE 18 FULL-TIME PHYSICIANS ON THE MEDICAL STAFF AND THE HOSPITAL AND NURSING HOME EMPLOY CLOSE TO 300 INDIVIDUALS. OUR STAFF HAS IMMEDIATE CONTACT WITH SPECIAISTS IN LARGE HOSPITALS FOR CONSULTATION.THE EMERGENCY DEPARTMENT IS STAFFED BY PHYSICIANS AND NURSES 24 HOURS-A-DAY WITH ADDITIONAL PERSONNEL AT DESIGNATED TIMES. AIR AND GROUND AMBULANCES ARE AVAILABLE FOR THOSE REQUIRING A HIGHER LEVEL OF TRAUMA CARE. HIGHLY SKILLED PHYSICIANS AND MEDICAL PROFESSIONALS FROM LARGER HOSPITALS ACROSS THE NATION ARE ATTRACTED TO THIS POPULAR RECREATIONAL AREA BY THE QUALITY OF LIFE THEY FIND HERE. 27919265 1 1 0 1 0 0 0 0 0 0 1 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 1 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 20 0 1 334 1 0 0 0 0 0 0 0 0 0 0 X 12 10 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 WI X BRAD ZELLER 7159344245 11040 N STATE ROAD 77 HAYWARD WI 54843 X STEVE GILLIS 1.00 X X 0 0 0 KAREN GUSTAFSON 1.00 X 0 0 0 HEIDI HABEL 1.00 X 0 0 0 DAN HYMANS 1.00 X 0 258753 37252 PATRICIA JOHNSON 1.00 X X 0 0 0 BRENT KELLEY DO 1.00 X 0 0 0 BARBARA KOERPEL-DUFFY 1.00 X X 0 0 0 HARRY MALCOLM MD 1.00 X X 0 0 0 TIM GULLINGSRUD 40.00 X X 153273 0 29524 JULIE KAHL MD 1.00 X 0 0 0 GARY NATHAN 1.00 X 0 0 0 KATHY RASMUSSEN 1.00 X X 0 0 0 DODSON THOMPSON DO 1.00 X 0 0 0 LES WHITEAKER 40.00 X 0 196676 33942 BRAD ZELLER 40.00 X 114211 0 33744 SUSAN BAUER 40.00 X 157636 0 31596 SUZANNE ULMER 40.00 X 165650 0 32428 ROBERT TERRY 40.00 X 154252 0 33440 ALLISON FARLEY 40.00 X 118650 0 29434 STEVEN KRASEAN 40.00 X 119643 0 15634 983315 455429 276994 11 0 1 0 REGIONAL ENTERPRISES INC 1615 MAPLE LANE ASHLAND WI 54806 PROFESSIONAL FEES/RENT 2215720 WAPITI MEDICAL GROUP PO BOX 92 NEWELL SD 57760 ER SERVICES 1074198 IMTIAZ MOHAMED 2732 LONDON ROAD DULUTH MN 55804 ER SERVICES 265341 DMS HEALTH TECHNOLOGIES 26273 NETWORK PLACE CHICAGO IL 60673 MRI PROFESSIONAL FEES 133403 NORTHLAND TRANSCRIPTION PO BOX 39 SOLON SPRINGS WI 54873 TRANSCRIPTION SERVICES 119958 16 102502 102502 HOSPITAL 621500 32506480 32506480 NURSING HOME 621500 2821763 2821763 ELECTRONIC HEALTH RECORD INCENTIV 621500 1819000 1819000 ASSISTED LIVING 621500 743141 743141 DIABETES 621500 38598 38598 37928982 307237 307237 269663 81993 187670 187670 187670 CAFETERIA 900099 47608 47608 MISCELLANEOUS 900099 25616 25616 73224 38599615 38002206 0 494907 369051 369051 12147607 10958184 1189423 452379 406593 45786 2720013 2440378 279635 887203 780670 106533 73448 73448 67438 67438 46533 46533 814178 814178 1831421 1831421 660365 536420 123945 2336196 1897711 438485 116586 116586 HOSPITAL SUPPLIES & OTH 5223467 5223467 PROVISION FOR DOUBTFUL 2865864 2865864 NURSING SUPPLIES & OTHE 1461142 1461142 OTHER GENERAL SERVICE S 1348836 1348836 35158 35158 33456885 27919265 5537620 0 18376936 19104295 5226808 6570136 134375 0 800697 851047 251362 269979 43687464 19635497 22705094 24051967 753810 1877312 495161 178509 48744243 52903245 3773292 3869025 16122836 15043375 19896128 18912400 X 28848115 33990845 28848115 33990845 48744243 52903245 5142730 0 X 0 1 X 1 0 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 1202 1202 0 EXPLANATION OF LOBBYING ACTIVITIES: PART II-B, LINE 1: HAYWARD AREA MEMORIAL HOSPITAL AND WATER'S EDGE PAY DUES TO CERTAIN ORGANIZATIONS RELATED TO THE INDUSTRY WHICH HAVE LOBBYING EXPENSES. THE AMOUNT LISTED IS THE PERCENTAGE OF THE DUES PAID THAT WERE USED FOR LOBBYING. 45799 45799 30862735 11409961 19452774 10710374 7267473 3442901 2068556 958063 1110493 24051967 X 35815744 81993 81993 35733751 2865864 2865864 38599615 30673014 81993 81993 30591021 2865864 2865864 33456885 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X, LINE 2: THE COMPANY IS A NOT-FOR-PROFIT CORPORATION AS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND IS EXEMPT FROM FEDERAL AND STATE INCOME TAXES. NOT-FOR-PROFIT ORGANIZATIONS MAY BECOME SUBJECT TO INCOME TAXES IF QUALIFICATION AS A TAX-EXEMPT ENTITY CHANGES, IF UNRELATED BUSINESS INCOME IS GENERATED AND IN CERTAIN OTHER INSTANCES. NOT-FOR-PROFIT ORGANIZATIONS ARE REQUIRED TO ASSESS THE CERTAINTY OF THEIR TAX POSITIONS RELATED TO THESE MATTERS AND, IN SOME CASES, RECORD LIABILITIES FOR POTENTIAL TAXES, INTEREST AND PENALTIES ACCOMPANIED BY FOOTNOTE DISCLOSURES. THE COMPANY HAS NOT IDENTIFIED ANY UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE THE ACCRUAL OF AN INCOME TAX PROVISION. GENERALLY, THE COMPANY IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY THE U.S. FEDERAL, STATE OR LOCAL TAX AUTHORITIES FOR YEARS BEFORE 2010. PART XI, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES 81,993. PART XI, LINE 4B - OTHER ADJUSTMENTS: PROVISION FOR DOUBTFUL RECEIVABLES 2,865,864. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES 81,993. PART XII, LINE 4B - OTHER ADJUSTMENTS: PROVISION FOR DOUBTFUL RECEIVABLES 2,865,864. 1 1 1 X 1 X 150.000000000000 1 1 0 1 1 280017 280017 0.00920 7468033 7010799 457234 0.01490 7748050 7010799 737251 0.02410 124477 15300 109177 0.00360 8761402 5502135 3259267 0.10650 35155 35155 0.00110 8921034 5517435 3403599 0.11120 16669084 12528234 4140850 0.13530 1 2865864 10449309 10316846 132463 X 1 1 1 NONE 1 1 HAYWARD AREA MEMORIAL HOSPITAL

11040 N STATE ROAD 77 HAYWARD WI 54843

X X X X HAYWARD AREA MEMORIAL HOSPITAL 1 1 X X X X X X 12 1 0 1 X X X X X 1 0 1 1 100.000000000000 1 150.000000000000 1 X X X 1 1 X X X X X 1 0 X X X X 1 X 0 0 2 WATER'S EDGE

11040 N STATE ROAD 77 HAYWARD WI 54843

NURSING HOME WATER'S EDGE

11040 N STATE ROAD 77 HAYWARD WI 54843

ASSISTED LIVING FACILITY PART I, LINE 7: COSTS ARE CALCULATED USING FINANCIAL DATA AND THE COST TO CHARGE RATIO FROM THE AS FILED MEDICARE COST REPORT. PART I, LINE 7G: SUBSIDIZED HEALTH SERVICES INCLUDE PHYSICAL THERAPY, SPEECH PATHOLOGY, DIABETES EDUCATION, EMERGENCY, OBSERVATION BEDS, NURSING HOME, AND ASSISTED LIVING. PART I, L7 COL(F): BAD DEBT EXPENSE FROM FINANCIAL STATEMENTS IS $2,865,864. PART II: MANY PROGRAMS HAVE BEEN DESIGNED TO HELP PATIENTS OF THE COMMUNITY SUCH AS BREASTFEEDING EDUCATION, BLOOD DRIVES, CHILD BIRTH CLASSES, DISASTER READINESS, DIABETES EDUCATION, HEALTH FAIRS, HABITAT FOR HUMANITY, MORE ENERGY, IN KIND DONATIONS AND CASH DONATIONS AS EXAMPLES OF THE COMMUNITY ACTIVITIES HAYWARD HOSPITAL IS CURRENTLY INVOLVED IN. THE ACTIVITIES HAVE BEEN REPORTED ON SCHEDULE H, PART I, LINE 7E. PART III, LINE 4: ACCOUNTS RECEIVABLE ARE REDUCED BY AN ALLOWANCE FOR DOUBTFUL ACCOUNTS. IN EVALUATING THE COLLECTIBILITY OF ACCOUNTS RECEIVABLE, THE COMPANY ANALYZES ITS PAST HISTORY AND IDENTIFIESTRENDS FOR EACH OF ITS MAJOR PAYOR SOURCES OF REVENUE TO ESTIMATE THE APPROPRIATE ALLOWANCE FOR DOUBTFUL ACCOUNTS AND PROVISION FOR BAD DEBTS. MANAGEMENT REGULARLY REVIEWS DATA ABOUT THESE MAJOR PAYOR SOURCES OF REVENUE IN EVALUATING THE SUFFICIENCY OF THE ALLOWANCE FOR DOUBTFUL ACCOUNTS. FOR RECEIVABLES ASSOCIATED WITH SERVICES PROVIDED TO PATIENTS WHO HAVE THIRD-PARTY COVERAGE, THE COMPANY ANALYZES CONTRACTUALLY DUE AMOUNTS AND PROVIDES AN ALLOWANCE FOR DOUBTFUL ACCOUNTS AND A PROVISION FOR BAD DEBTS, IF NECESSARY (FOR EXAMPLE, FOR EXPECTED UNCOLLECTIBLE DEDUCTIBLES AND COPAYMENTS ON ACCOUNTS FOR WHICH THE THIRD-PARTY PAYOR HAS NOT YET PAID, OR FOR PAYORS WHO ARE KNOWN TO BE HAVING FINANCIAL DIFFICULTIES THAT MAKE THE REALIZATION OF AMOUNTS DUE UNLIKELY). FOR RECEIVABLES ASSOCIATED WITH SELF-PAY PATIENTS (WHICH INCLUDES BOTH PATIENTS WITHOUT INSURANCE AND PATIENTS WITH DEDUCTIBLE AND COPAYMENT BALANCES DUE FOR WHICH THIRD-PARTY COVERAGE EXISTS FOR PART OF THE BILL), THE COMPANY RECORDS A SIGNIFICANT PROVISION FOR BAD DEBTS IN THE PERIOD OF SERVICE ON THE BASIS OF ITS PAST EXPERIENCE, WHICH INDICATES THAT MANY PATIENTS ARE UNABLE OR UNWILLING TO PAY THE PORTION OF THEIR BILL FOR WHICH THEY ARE FINANCIALLY RESPONSIBLE. THE DIFFERENCE BETWEEN THE STANDARD RATES (OR THE DISCOUNTED RATES IF NEGOTIATED) AND THE AMOUNTS ACTUALLY COLLECTED AFTER ALL REASONABLE COLLECTION EFFORTS HAVE BEEN EXHAUSTED IS CHARGED OFF AGAINST THE ALLOWANCE FOR DOUBTFUL ACCOUNTS.THE COSTING METHOD IS A COST TO CHARGE RATIO. PART III, LINE 8: HAYWARD AREA MEMORIAL HOSPITAL IS A CRITICAL ACCESS HOSPITAL THAT IS REIMBURSED AT 101% OF COST. THE MEDICARE FEES FOR REIMBURSED SERVICES RESULTED IN NET REVENUE OF $346,730 AND ALLOWABLE COSTS OF $805,372 RESULTING IN A SHORTFALL OF $458,642. THE SHORTFALL IS THE RESULT OF UNREIMBURSED PROFESSIONAL CARE.THE HOSPITAL FOLLOWED MEDICARE'S PRESCRIBED METHODS OF DETERMINING COSTS PAYABLE UNDER TITLE XVIII (MEDICARE) IN COMPLETING ITS ANNUAL MEDICARE COST REPORT (COST REPORT) USING DATA AVAILABLE FROM THE INSTITUTION'S BASIC ACCOUNTS, AS USUALLY MAINTAINED, TO ARRIVE AT EQUITABLE AND PROPER PAYMENT FOR SERVICES. THE COST REPORT WAS COMPLETED USING THE HOSPITAL'S TRIAL BALANCE OF EXPENSES, AS WELL AS OTHER STATISTICAL AND FINANCIAL RECORDS MAINTAINED BY THE HOSPITAL. AS REQUIRED BY MEDICARE REGULATIONS, CERTAIN RECLASSIFICATIONS AND ADJUSTMENTS TO COSTS WERE INCLUDED IN THE COST REPORT TO DETERMINE MEDICARE ALLOWABLE COSTS.AFTER MEDICARE ALLOWABLE COSTS ARE DETERMINED, THE COST REPORT PROVIDES FOR THE STEP DOWN METHOD OF COST FINDING. THIS METHOD PROVIDES FOR ALLOCATING THE COST OF SERVICES RENDERED BY EACH GENERAL SERVICE COST CENTER TO OTHER COST CENTERS, WHICH UTILIZE THE SERVICES. ONCE THE COSTS OF A GENERAL SERVICE COST CENTER HAVE BEEN ALLOCATED, THAT COST CENTER IS CONSIDERED CLOSED. ONCE CLOSED, IT DOES NOT RECEIVE ANY OF THE COSTS SUBSEQUENTLY ALLOCATED FROM THE REMAINING GENERAL SERVICE COST CENTERS. AFTER ALL COSTS OF THE GENERAL SERVICE COST CENTERS HAVE BEEN ALLOCATED TO THE REMAINING COST CENTERS, THE TOTAL COSTS OF THESE REMAINING COST CENTERS ARE FURTHER DISTRIBUTED TO THE DEPARTMENTAL CLASSIFICATION TO WHICH THEY PERTAIN, E.G., HOSPITAL GENERAL INPATIENT ROUTINE, SUBPROVIDER, ANCILLARY, ETC.AFTER THE STEP-DOWN PROCESS, THE COST REPORT PROVIDES FOR THE APPORTIONMENT OF COSTS TO THE MEDICARE PROGRAM BASED ON A NUMBER OF DIFFERENT METHODOLOGIES INCLUDING PER PATIENT DAY, PER VISIT, AND PERCENTAGE OF CHARGES, AS MOST PREVALENT. MEDICARE COSTS AS DETERMINED BY THE COST REPORT METHODOLOGIES DESCRIBED PREVIOUSLY WERE UTILIZED TO COMPLETE THE APPLICABLE MEDICARE ALLOWABLE COSTS OF CARE FOR SCHEDULE H (FORM 990) PART III SECTION B LINE 6. PART III, LINE 9B: PATIENTS REQUEST ASSISTANCE AND AT THAT POINT RECEIVE THE DOCUMENTS TO APPLY FOR CHARITY CARE. MEDICAL SERVICES, INC DOES POST A LARGE SIGN IN THE LOBBY THAT STATES "THIS HEALTH CARE FACILITY IS REQUIRED TO GIVE A REASONABLE AMOUNT OF ITS SERVICES FREE OR AT A REDUCED CHARGE TO PERSONS WHO CANNOT AFFORD TO PAY FOR MEDICAL CARE. IF YOU ARE NOT ABLE TO PAY FOR ALL OR PART OF THE CARE YOU NEED, PLEASE CONTACT THE ADMISSIONS OR BUSINESS OFFICE OF THIS FACILITY AND ASK ABOUT THE AVAILABILITY OF SUCH CARE". THIS SIGN IS PLACED IN A LOCATION THAT ALL PATIENTS CAN SEE AND ASK FOR DOCUMENTS TO COMPLETE TO START THE CHARITY CARE APPLICATION PROCESS. COMMUNITY CARE INFORMATION IS ALSO INCLUDED IN ALL ADMISSION FOLDERS AND ALL ROOMS HAVE INFORMATIONAL BINDERS WITH CHARITY CARE INFORMATION. PART III, LINE 3: AT HARYWARD AREA MEMORIAL HOSPITAL BAD DEBT IS CONSIDERED THE UNWILLINGNESS TO PAY, WHILE CHARITY CARE AND FREE CARE ARE INABILITY TO PAY. PART VI, LINE 2: FACILITY STAFF PARTICIPATE IN THE COMMUNITY NEEDS ASSESSMENT PROCESS WITH THE SAWYER COUNTY HEALTH DEPARTMENT, COMMUNITY HEALTH CLINICS, ASSISTED LIVING FACILITY, AND PHYSICIANS FROM THE COMMUNITY. FOLLOWING THE COMPLETION OF THE ASSESSMENT, VARIOUS WORK GROUPS ARE CONVENED. APPROPRIATE STAFF MEMBERS FROM THE FACILITY THEN WORK WITH COMMUNITY MEMBERS TO DEVELOP PROGRAMS AND APPROACHES TO ADDRESS THE IDENTIFIED HEALTH ISSUES. SOME EXAMPLES INCLUDE ABUSE OF PRESCRIPTION DRUGS, SEXUAL ABUSE PREVENTION PROGRAMS, UNDERAGE ALCOHOL USE, TRANSPORT ISSUES, TELEHEALTH, PATIENT ADVOCACY PROGRAM, AND REDUCED COST CLINIC. PART VI, LINE 3: ALL PATIENTS ARE BILLED THE SAME, HOWEVER, IF A PATIENT BECOMES DELINQUENT ON A BILL, A LETTER IS SENT TO THE PATIENT ASKING THAT THE PATIENT CONTACT THE BUSINESS FOR ASSISTANCE WITH THE OVERDUE BILL. PATIENTS HAVE THE OPTION TO DISCUSS PAYMENT OPTIONS WITH THE BILLING OFFICE AND POSSIBLE ELIGIBILITY FOR CHARITY CARE. PART VI, LINE 4: HAYWARD WISCONSIN IS LOCATED IN NORTHERN WISCONSIN AND CONSISTS OF A HIGH MEDICAID POPULATION. HAYWARD SERVES A HIGH MEDICAID AND HIGH MEDICARE POPULATION WITH THE TWO ACCOUNTING FOR 68% OF GROSS REVENUES AND 55% OF NET PATIENT SERVICES REVENUES. HAYWARD IS CONSIDERED A SUMMER VACATION DESTINATION THAT BRINGS LARGE CROWDS DURING THE SUMMER MONTHS. THE EMERGENCY DEPARTMENT SERVES A LARGE NUMBER OF PATIENTS THAT RANGE FROM COMMERCIAL INSURANCE, MEDICARE, MEDICAID, IHS (INDIAN HEALTH SERVICES), ETC. HAYWARD HOSPITAL IS FOCUSED ON PROVIDING HIGH QUALITY HEALTHCARE IN A RURAL LOCATION. MANY SERVICES ARE PROVIDED BY HAYWARD HOSPITAL, ALLOWING LESS PATIENT TRAVEL AT A TIME WHEN THE PATIENT IS LIKELY NOT FEELING WELL. THE HAYWARD COMMUNITY IS AN AGING POPULATION AND WE RECOGNIZE THAT NEED AND HAVE COMMITTED MILLIONS OF DOLLARS INTO SERVICES FOR THE OLDER POPULATION. WE BELIEVE HAYWARD HOSPITAL PROVIDES EXCEPTIONAL CARE IN A RURAL LOCATION. PART VI, LINE 5: OPEN MEDICAL STAFF. COMMUNITY CALL PROGRAM FOR MEDICAL STAFF. LOCAL COMMUNITY BOARD WITH 12 VOTING MEMBERS. NONPROFIT STATUS WITH PROFITS (IF ANY) USED FOR ADDITIONAL SERVICES, CAPITAL PURCHASES SUCH AS A CT SCANNER, LAB EQUIPMENT, ELECTRONIC HEALTH RECORD, IMPROVED INPATIENT SERVICES, OB PROGRAM, CONTINUED EDUCATION FOR ALL STAFF, GROWING SENIOR SERVICES PROGRAM AND A FOCUS ON THE NEEDS OF THE COMMUNITY. REPORTS FILED WITH STATES PART VI, LINE 7 WI X X 0 0 0 0 0 0 0 0 0 DAN HYMANS 0 258753 0 0 0 0 0 11868 0 25384 0 296005 0 0 TIM GULLINGSRUD 153273 0 0 0 0 0 2060 0 27464 0 182797 0 0 0 LES WHITEAKER 0 196676 0 0 0 0 0 8729 0 25213 0 230618 0 0 SUSAN BAUER 157636 0 0 0 0 0 8662 0 22934 0 189232 0 0 0 SUZANNE ULMER 165650 0 0 0 0 0 8029 0 24399 0 198078 0 0 0 ROBERT TERRY 154252 0 0 0 0 0 8980 0 24460 0 187692 0 0 0 FORM 990, PART VI, SECTION A, LINE 6 REGIONAL ENTERPRISES, INC. IS THE SOLE CORPORATE MEMBER OF MEDICAL SERVICES, INC. FORM 990, PART VI, SECTION A, LINE 7A THE PRESIDENT OF REI SHALL BE AN EX OFFICIO MEMBER OF THE MSI BOARD WITH FULL VOTING PRIVILEGES. FORM 990, PART VI, SECTION A, LINE 7B AS THE SOLE MEMBER OF MEDICAL SERVICES, INC., REGIONAL ENTERPRISES, INC. HAS THE FOLLOWING RESERVE POWERS: A. TO MAKE, AMEND, OR REPEAL MSI'S BYLAWS AND ARTICLES OF INCORPORATION. B. TO APPROVE ANY CHANGE IN MSI'S PHILOSOPHY, MISSION OR VISION STATEMENTS, AND APPROVE THE LONG-RANGE GOALS AND STRATEGIC PLAN FOR MSI. C. TO APPROVE THE ANNUAL OPERATING AND CAPITAL BUDGET. D. TO APPROVE ALL BUILDING PROGRAMS THAT EXCEED $500,000 IN VALUE. E. TO SELECT AND RETAIN AN INDEPENDENT AUDITING FIRM. F. TO APPOVE THE PURCHASE, SALE, LEASE, DISPOSITION, OR ALIENATION OF ANY REAL PROPERTY OWNED BY MSI. ANY SUCH ACTION SHALL BE JOINTLY APPROVED BY THE BOARD OF DIRECTORS OF MEMORIAL MEDICAL CENTER OF ASHLAND, WISCONSIN. G. TO APPROVE ANY PLAN OF DISSOLUTION OR MERGER, CONSOLIDATION, ACQUISITION OR DISPOSITION OF REAL PROPERTY OR RELOCATION OF THE FACILITIES OF MSI. ANY SUCH ACTION SHALL BE JOINTLY APPROVED BY THE BOARD OF DIRECTORS OF MEMORIAL MEDICAL CENTER OF ASHLAND, WISCONSIN. H. TO AUTHORIZE THE PRESIDENT OF REI TO RECOMMEND TO THE BOARD OF MSI, THE INDIVIDUAL WHO WILL SERVE AS THE CHIEF ADMINISTRATIVE OFFICER FOR MSI, SUBJECT TO RATIFICATION BY THE MSI BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 11 THE FINANCE AND ACCOUNTING TEAM REVIEW THE 990 PRIOR TO FILING TO CONFIRM ACCURACY OF INFORMATION. THE 990 IS PRESENTED AND REVIEWED BY THE BOARD OF DIRECTORS BEFORE IT IS FILED. IF ANY CHANGES ARE MADE, A FINAL COPY OF THE 990 IS PROVIDED TO THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 12C EACH DIRECTOR AND OFFICER SHALL DISCLOSE TO THE BOARD OF DIRECTORS, OR TO THE OTHER MEMBERS OF ANY COMMITTEE CONSIDERING A PROPOSED BUSINESS TRANSACTION OR ARRANGEMENT, THE EXISTENCE AND NATURE OF ANY FINANCIAL INTEREST SUCH PERSON OR A MEMBER OF SUCH PERSON'S FAMILY MAY HAVE WITH RESPECT TO SUCH PROPOSED TRANSACTION OR ARRANGEMENT. EACH DIRECTOR AND PRINCIPAL OFFICER SHALL PROMPTLY MAKE DISCLOSURES AS MAY BE NECESSARY TO KEEP THE BOARD OR COMMITTEE FULLY APPRISED OF SUCH PERSON'S FINANCIAL INTERESTS. DISCLOSURE SHALL ALSO BE ACCOMPLISHED ON AN ANNUAL BASIS BY HAVING EACH DIRECTOR AND PRINCIPAL OFFICER EXECUTE AND DELIVER TO MSI A CERTIFICATE REGARDING CONFLICTS OF INTEREST. IF ANY DIRECTOR OR PRINCIPAL OFFICER DISCLOSES A POTENTIAL FINANCIAL INTEREST TO THE BOARD OF DIRECTORS OR ANY COMMITTEE REGARDING A PROPOSED TRANSACTION OR ARRANGEMENT, THE BOARD OR COMMITTEE SHALL FIRST DETERMINE WHETHER THE PROPOSED TRANSACTION OR ARRANGEMENT COULD BE CONSIDERED AN INSIDER TRANSACTION. IF THE BOARD OR COMMITTEE IS CERTAIN THAT THE TRANSACTION OR ARRANGEMENT WILL NOT INVOLVE AN INSIDER, THE INTERESTED PERSON SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE FINANCIAL INTEREST IS DISCUSSED. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. IF IT IS DETERMINED NO CONFLICT EXISTS, THE INTERESTED PERSON MAY REJOIN THE MEETING AND PARTICIPATE IN THE DISCUSSIONS AND ACTIONS REGARDING THIS AGENDA ITEM. THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER MSI CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN MSI'S BEST INTEREST AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO MSI. IF THE BOARD OR COMMITTEE BELIEVES AN ALTERNATE TRANSACTION COULD BE CONSIDERED THAT WOULD BE MORE ADVANTAGEOUS TO MSI, THE CHAIRPERSON OF THE BOARD OR COMMITTEE SHALL APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION. FURTHER ACTION BY THE BOARD OR COMMITTEE SHALL BE TABLED UNTIL SUCH TIME AS THE DISINTERESTED PERSON HAS BEEN ABLE TO REPORT HIS OR HER FINDINGS TO THE APPROPRIATE GOVERNING BODY. THE BOARD OR COMMITTEE SHALL NOT APPROVE ANY TRANSACTION OR ARRANGEMENT THAT IS NOT IN THE BEST INTERESTS OF MSI AND THAT IS NOT FAIR AND REASONABLE TO MSI. ONCE DISCUSSION AND/OR ACTION REGARDING THE AGENDA ITEM RELATING TO THE DIRECTOR'S FINANCIAL INTEREST HAS BEEN COMPLETED, THE INTERESTED PERSON MAY REJOIN THE BOARD OR COMMITTEE MEETING. IF THE TRANSACTION OR ARRANGEMENT INVOLVES OR MAY INVOLVE AN INSIDER, THE BOARD OR COMMITTEE SHALL FOLLOW THE PROCEDURES ABOVE AND THE INSIDER SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE INSIDER TRANSACTION IS DISCUSSED. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE WHETHER THE TRANSACTION OR ARRANGEMENT UNDER CONSIDERATION COULD CONSTITUTE AN INSIDER TRANSACTION. AS PART OF THIS CONSIDERATION, THE BOARD OR COMMITTEE SHALL ALSO CONSIDER WHETHER THEIR ACTION COULD BE CONSTRUED TO BE AN EXCESS BENEFIT TRANSACTION SUBJECT TO INTERMEDIATE SANCTIONS. IN DETERMINING WHETHER A TRANSACTION OR ARRANGEMENT IS AN EXCESS BENEFIT TRANSACTION, THE BOARD OR COMMITTEE CONSIDERING THE TRANSACTION OR ARRANGEMENT SHOULD REVIEW APPROPRIATE DATA AS TO COMPARABILITY (SUCH AS COMPENSATION LEVELS PAID BY SIMILARLY SITUATED ORGANIZATIONS IN THE REGION, NATIONAL COMPENSATION STUDIES, COMPETING OFFERS RECEIVED BY THE INSIDER, ASSET APPRAISALS OR RENTAL ANALYSES BY QUALIFIED APPRAISERS AND OTHER INFORMATION THAT MAY BE OBTAINED ABOUT COMPARABLE AGREEMENTS, PURCHASES, SALES AND LEASES). THE BOARD OR COMMITTEE MAY RELY ON SUCH INFORMATION OR DATA PROVIDED BY MSI'S MANAGEMENT. THE BOARD OR COMMITTEE SHALL NOT APPROVE ANY TRANSACTION OR ARRANGEMENT THAT IS AN EXCESS BENEFIT TRANSACTION. IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT A DIRECTOR OR PRINCIPAL OFFICER HAS FAILED TO DISCLOSE A FINANCIAL INTEREST, IT SHALL INFORM THE DIRECTOR OR PRINCIPAL OFFICER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE DIRECTOR OR PRINCIPAL OFFICER AN OPPORTUNITY TO EXPLAIN WHY DISCLOSURE WAS NOT MADE. IF, AFTER HEARING THE RESPONSE OF THE DIRECTOR OR PRINCIPAL OFFICER AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THAT THE DIRECTOR HAS IN FACT FAILED TO DISCLOSE A FINANCIAL INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND/OR CORRECTIVE ACTION, WHICH MAY INCLUDE, BUT NOT BE LIMITED TO: SUSPENSION OF VOTING RIGHTS, RECISION OF ANY AGREEMENTS, AND TERMINATION OF DIRECTOR OR OFFICER STATUS. FORM 990, PART VI, SECTION B, LINE 15 HR WILL RESEARCH SALARY DATA FOR OUR REGION AND PROVIDE ADMINISTRATION WITH A TYPICAL COMPENSATION RANGE. DIFFICULT POSITIONS TO FILL, DEMANDS OF THE POSITION, EXPERIENCE, EDUCATION, PAST WORK HISTORY, AND REFERENCES ARE ALL TAKEN INTO CONSIDERATION WHEN DETERMINING COMPENSATION. UPDATES TO THE RANGES ARE PUT INTO PLACE AROUND APRIL OR MAY EACH YEAR, IF CHANGES OCCURRED. FORM 990, PART VI, SECTION C, LINE 18 A PUBLIC DISCLOSURE COPY OF THE TAX RETURN IS AVAILABLE BY REQUEST. FORM 990, PART VI, SECTION C, LINE 19 THE CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE BY REQUEST FROM THE PUBLIC RELATIONS DIRECTOR. THE GOVERNING DOCUMENTS THAT ARE CONFIDENTIAL AND NOT AVAILABLE TO THE PUBLIC. DAN HYMANS: TIME ALLOCATION: REI MEDICAL CLINICS, INC: 1 HOUR PER WEEK REGIONAL ENTERPRISES, INC: 1 HOUR PER WEEK MEDICAL SERVICES, INC: 1 HOUR PER WEEK MEMORIAL MEDICAL CENTER: 37 HOURS PER WEEK COMPENSATION RELATED TO REI MEDICAL CLINICS, INC: REPORTABLE COMPENSATION = $0 OTHER COMPENSATION = $0 COMPENSATION RELATED TO REGIONAL ENTERPRISES, INC: REPORTABLE COMPENSATION = $0 OTHER COMPENSATION = $0 COMPENSATION RELATED TO MEDICAL SERVICES, INC: REPORTABLE COMPENSATION = $0 OTHER COMPENSATION = $0 COMPENSATION RELATED TO MEMORIAL MEDICAL CENTER: REPORTABLE COMPENSATION = $258,753 OTHER COMPENSATION = $37,252 TIM GULLINGSRUD: TIME ALLOCATION: REI MEDICAL CLINICS, INC: 1 HOUR PER WEEK REGIONAL ENTERPRISES, INC: 1 HOUR PER WEEK MEDICAL SERVICES, INC: 37 HOUR PER WEEK MEMORIAL MEDICAL CENTER: 1 HOURS PER WEEK COMPENSATION RELATED TO REI MEDICAL CLINICS, INC: REPORTABLE COMPENSATION = $0 OTHER COMPENSATION = $0 COMPENSATION RELATED TO REGIONAL ENTERPRISES, INC: REPORTABLE COMPENSATION = $0 OTHER COMPENSATION = $0 COMPENSATION RELATED TO MEDICAL SERVICES, INC: REPORTABLE COMPENSATION = $153,273 OTHER COMPENSATION = $29,524 COMPENSATION RELATED TO MEMORIAL MEDICAL CENTER: REPORTABLE COMPENSATION = $0 OTHER COMPENSATION = $0 MEMORIAL MEDICAL CENTER INC 1615 MAPLE LANE ASHLAND WI 54806 237013497 MEDICAL SERVICES WI 501(C)(3) LINE 3 REGIONAL ENTERPRISES INC 1 REGIONAL ENTERPRISES INC 1615 MAPLE LANE ASHLAND WI 54806 391555837 SUPPORT WI 501(C)(3) LINE 11B, II N/A 0 REI MEDICAL CLINICS INC 1615 MAPLE LANE ASHLAND WI 54806 391701306 SUPPORT WI 501(C)(3) LINE 11B, II REGIONAL ENTERPRISES INC 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 0 REGIONAL ENTERPRISES INC M 1953812 VALUE OF SERVICES REGIONAL ENTERPRISES INC R 61048 ACCOUNTS PAYABLE MEMORIAL MEDICAL CENTER INC M 93650 VALUE OF SERVICES MEMORIAL MEDICAL CENTER INC R 79113 ACCOUNTS PAYABLE