2023-11-15T15:08:57-06:00 2022-12-31 861065772 DELOITTE TAX LLP 50 SOUTH SIXTH STREET MINNEAPOLIS MN 55402 990 2022-07-01 550717988 PRESTON MEMORIAL MEDICAL GROUP PRES 3043294700 150 MEMORIAL DRIVE KINGWOOD WV 26537 JEFF SANDENE EXECUTIVE VP AND CFO 3043294700 2023-11-14 1 JEFF SANDENE XXX-XX-XXXX 0 ANNE FULTON P00941863 6123974000 3 AAL1 IAL1 2022 2023-04-26 12:10:37Z MELISSA LOCKWOOD 150 MEMORIAL DRIVE KINGWOOD WV 26537 145476 0 X N/A X 2014 WV TO SERVE AS AN ADMINISTRATIVE ENTITY FOR PRESTON MEMORIAL HOSPITAL TO HELP PROVIDE OFFICE SPACE FOR HEALTH CARE SERVICES IN THE COMMUNITY. 4 3 0 0 0 0 0 0 0 0 5862 145000 0 476 5862 145476 0 0 0 0 0 0 0 0 0 3821 2715 3821 2715 2041 142761 5121 148486 0 0 5121 148486 TO SERVE AS AN ADMINISTRATIVE ENTITY FOR PRESTON MEMORIAL HOSPITAL TO HELP PROVIDE OFFICE SPACE FOR HEALTH CARE SERVICES IN THE COMMUNITY. 0 0 0 THE PRESTON MEMORIAL MEDICAL GROUP PREVIOUSLY OPERATED AS A PRIMARY CARE/URGENT CARE FACILITY. THE ORGANIZATION NO LONGER PROVIDES THESE SERVICES BUT FUNCTIONS AS AN ADMINISTRATIVE ENTITY FOR PRESTON MEMORIAL HOSPITAL TO PROVIDE OFFICE SPACE FOR HEALTH CARE SERVICES IN THE COMMUNITY. 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 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 0 0 1 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 4 3 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 WV X KEVIN GESSLER VP OF FINANCE 3043294700 150 MEMORIAL DRIVE KINGWOOD WV 265371442 MELISSA LOCKWOOD DIRECTOR/CEO 1.00 50.00 X X 0 269786 48363 LARRY WILLIAMS DIRECTOR/CHAIR 1.00 1.00 X X 0 0 0 RAY THOMPSON DIRECTOR 1.00 3.00 X 0 0 0 RITA MCCROBIE DIRECTOR 1.00 2.00 X 0 0 0 LISA SIMON CPA MHS VP FINANCE/CFO 1.00 50.00 X 0 421179 15219 KEVIN GESSLER VP OF FINANCE 1.00 40.00 X 0 224307 21425 0 915272 85007 0 0 1 0 0 145000 0 145000 145000 145000 REBATES & REFUNDS 476 476 476 145476 0 0 145476 2576 2576 139 139 2715 0 2715 0 121 148486 0 5000 5121 148486 0 0 0 X 5121 148486 5121 148486 5121 148486 142761 604 0 X 0 1 X 1 0 X 0 X PART X, LINE 2: THE IRS HAS DETERMINED THAT THE SYSTEM ENTITIES ARE EXEMPT FROM INCOME TAXES UNDER SECTION 501(C)(3) OF THE CODE AND APPLICABLE STATE STATUTES, EXCEPT FOR MHC WHICH IS A CORPORATION SUBJECT TO INCOME TAX. THE SYSTEM DOES NOT HAVE ANY MATERIAL UNCERTAIN TAX POSITIONS AS OF DECEMBER 31, 2022 AND 2021. 1 1 0 0 0 0 0 0 0 LISA SIMON CPA MHS VP FINANCE/CFO 0 35487 0 46842 0 338850 0 14673 0 546 0 436398 0 0 MELISSA LOCKWOOD DIRECTOR/CEO 0 239831 0 29955 0 0 0 45183 0 3180 0 318149 0 0 KEVIN GESSLER VP OF FINANCE 0 202501 0 21806 0 0 0 20462 0 963 0 245732 0 0 PART I, LINES 4A-B LISA SIMON RECEIVED A SEVERANCE PAYMENT IN 2022 OF $338,707. THE FOLLOWING INDIVIDUALS PARTICIPATED IN 457(F) PLAN: LISA SIMON. FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER OF PRESTON MEMORIAL MEDICAL GROUP IS PRESTON MEMORIAL HOSPITAL CORPORATION. FORM 990, PART VI, SECTION A, LINE 7A PRESTON MEMORIAL MEDICAL GROUP'S BOARD MEMBERS ARE ELECTED OR APPOINTED BY MONONGALIA HEALTH SYSTEM. FORM 990, PART VI, SECTION A, LINE 7B THE BOARD OF DIRECTORS OF THE CORPORATION SHALL MANAGE AND CONTROL THE BUSINESS, PROPERTY AND AFFAIRS OF THE CORPORATION, AND SHALL HAVE ALL POWERS AND AUTHORITY NECESSARY TO EFFECT SUCH MANAGEMENT AND CONTROL; PROVIDED, HOWEVER, THAT MONONGALIA HEALTH SYSTEM, INC. SHALL HAVE THE AUTHORITY TO EXERCISE THE FOLLOWING POWERS, WHICH POWERS SHALL BE EXERCISABLE BY THE BOARD OF DIRECTORS OF MONONGALIA HEALTH SYSTEM, INC. AND WHICH CONSTITUTE POWERS RESERVED TO MONONGALIA HEALTH SYSTEM, INC.: (A) APPROVING ANNUAL OPERATING AND CAPITAL BUDGETS OF THE CORPORATION; (B) MAKING RECOMMENDATIONS TO THE CORPORATION'S BOARD OF DIRECTORS, AND, ULTIMATELY, HAVING APPROVAL OR VETO POWER AS TO WHAT SERVICES ARE OFFERED AT OR THROUGH THE CORPORATION, INCLUDING, WITHOUT LIMITATION, THE POWER TO APPROVE THE FILING OF ANY CERTIFICATE OF NEED OR REQUEST FOR EXEMPTION OR DETERMINATION OF NON-REVIEWABILITY AND OTHER EXTRAORDINARY FILINGS, AND THE POWER TO APPROVE OR REQUIRE THE ADDITION, REVISION OR DISCONTINUANCE OF ANY SERVICE OR SERVICES; (C) APPROVING NON-BUDGETED EXPENDITURES IN EXCESS OF $100,000.00 ON A CUMULATIVE BASIS AND $50,000.00 ON AN INDIVIDUAL BASIS IN ANY BUDGET YEAR; (D) APPROVING ANY AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION; (E) DIRECTING THE CORPORATION TO MAKE CAPITAL CONTRIBUTIONS TO MONONGALIA HEALTH SYSTEM, INC. TO MAXIMIZE THE EFFICIENCY AND OPERATION OF THE HEALTH CARE SYSTEM OF MONONGALIA HEALTH SYSTEM, INC.; (F) APPROVING, UPON RECOMMENDATION BY THE BOARD OF DIRECTORS OF THE CORPORATION, OR REJECTING, THE ELECTION OF, AND DIRECTING THE REMOVAL OF, ANY MEMBER OR MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS, PROVIDED, HOWEVER, IF QUALIFIED CANDIDATES ARE AVAILABLE AND STATUTORY AND REGULATORY OBLIGATIONS WILL BE MET, PREFERENCE WILL BE GIVEN TO RESIDENTS OF PRESTON COUNTY, WEST VIRGINIA, TO SERVE AS BOARD MEMBERS ON THE BOARD OF DIRECTORS OF THE CORPORATION; (G) APPROVING THE MERGER OF OR WITH, OR CONSOLIDATION BY, THE CORPORATION; (H) APPROVING THE SALE, LEASE, EXCHANGE, MORTGAGE, PLEDGE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S PROPERTY OR ASSETS; (I) APPROVING A PLAN OF DISTRIBUTION FOR THE CORPORATION; (J) APPROVING A PLAN OF DISTRIBUTION FOR THE CORPORATION'S ASSETS; (K) INTERVENING IN THE CORPORATION'S OPERATIONS IF PERFORMANCE AND/OR COMMERCIALLY REASONABLE FINANCIAL TARGETS ARE NOT MET (SUCH INTERVENTION TO INCLUDE, WITHOUT LIMITATION, PROHIBITING CERTAIN ACTIVITIES OR EXPENDITURES; IMPOSING MANAGEMENT CONTROL OVER FINANCIAL, OPERATING OR OTHER MATTERS; SUPERVISING MANAGEMENT; CHANGING MANAGEMENT; DIRECTING ASSET MANAGEMENT; PROVIDING DIRECT LOANS OR ASSISTANCE; OR OTHER INTERVENTION); (L) DIRECTING INTER-COMPANY TRANSFERS OF CASH, PROPERTY OR ASSETS BETWEEN THE CORPORATION AND MONONGALIA HEALTH SYSTEM, INC.; (M) REQUIRING THE CORPORATION TO PARTICIPATE IN KEY STRATEGIC AFFILIATIONS WITH THIRD PARTIES TO MAXIMIZE THE EFFICIENCY AND OPERATION OF THE HEALTH CARE SYSTEM OF MONONGALIA HEALTH SYSTEM, INC.; (N) REQUIRING THE CORPORATION TO PARTICIPATE IN MANAGED CARE CONTRACTS AND GLOBAL PRICING OR PAYMENT ARRANGEMENTS TO MAXIMIZE THE EFFICIENCY AND OPERATION OF THE HEALTH CARE SYSTEM OF MONONGALIA HEALTH SYSTEM, INC.; (O) APPROVING ANY INCURRENCE OF DEBT IN THE AMOUNT OF $250,000.00 OR GREATER, INDIVIDUALLY OR IN THE AGGREGATE, BY THE CORPORATION; (P) APPROVING ANY NON-BUDGETED SALE OR OTHER DISPOSITION OF THE CORPORATION'S ASSETS IN EXCESS OF $100,000.00 ON AN INDIVIDUAL BASIS; (Q) APPROVING ALL OF THE CORPORATION'S JOINT VENTURE ARRANGEMENTS WITH ACCOUNTABLE CARE ORGANIZATIONS, GROUP PURCHASING ORGANIZATIONS, HEALTH INSURERS, HEALTH MAINTENANCE ORGANIZATIONS, HEALTH PLANS, OR OTHER ORGANIZATIONS OR ENTITIES; AND (R) APPROVING ALL ACADEMIC AND OTHER KEY STRATEGIC AFFILIATIONS BETWEEN THE CORPORATION AND ENTITIES OUTSIDE MONONGALIA HEALTH SYSTEM, INC. FORM 990, PART VI, SECTION B, LINE 11B THE GOVERNING BODY IS PROVIDED A COPY OF THE FORM 990 FOR THEIR REVIEW PRIOR TO SUBMISSION. THE MEMBERS ARE ASKED TO INFORM MANAGEMENT OF ANY QUESTIONS OR REVISIONS THEY MAY HAVE. IF CHANGES ARE MADE, BASED ON MEMBER'S REVISIONS, MANAGEMENT REDISTRIBUTES A FINAL VERSION TO ALL BOARD MEMBERS. FORM 990, PART VI, SECTION B, LINE 12C ANNUALLY, A CONFLICT OF INTEREST QUESTIONNAIRE IS SENT OUT TO ALL BOARD MEMBERS. THE BOARD REVIEWS ALL RESPONSES FOR POSSIBLE CONFLICTS OF INTEREST AND DETERMINES WHAT TYPES OF DECISIONS THAT A MEMBER IS PROHIBITED FROM PARTICIPATING. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS AND THE CONFLICT OF INTEREST POLICY IS AVAILABLE UPON REQUEST. FINANCIAL STATEMENTS ARE MADE AVAILABLE THROUGH PUBLIC DISCLOSURE WITH THE WV HEALTH CARE AUTHORITY. 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