2023-11-14T19:07:47-06:00 2022-12-31 420714325 RSM US LLP 30 S WACKER DRIVE STE 3300 CHICAGO IL 60606 990 2022-01-01 363939156 MORRIS HOSPITAL FOUNDATION MORR 8159422932 150 WEST HIGH STREET MORRIS IL 60450 THOMAS J DOHM PRESIDENT 8159422932 2023-11-13 1 THOMAS DOHM XXX-XX-XXXX 1 REBEKUH ELEY P01247672 3126343400 2023-11-13 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z THOMAS J DOHM 150 WEST HIGH STREET MORRIS IL 60450 1666855 0 X WWW.MORRISHOSPITAL.ORG X 1994 IL THE MORRIS HOSPITAL FOUNDATION'S PURPOSE IS TO PROMOTE AND ACCEPT PHILANTHROPIC SUPPORT FOR MORRIS HOSPITAL & HEALTHCARE CENTERS. 17 16 0 16 0 0 310038 1528335 0 0 178094 138495 0 0 488132 1666830 79067 245098 0 0 0 0 0 0 0 146264 819574 225331 1064672 262801 602158 4611308 4487968 11870 6250 4599438 4481718 X THE MORRIS HOSPITAL FOUNDATION WAS FORMED TO FOSTER, PROMOTE, DEVELOP, AND ACCEPT FUNDS FOR THE SUPPORT OF HEALTH CARE PROGRAMS, EDUCATION AND RESEARCH AT MORRIS HOSPITAL. 0 0 983308 245098 THE MORRIS HOSPITAL FOUNDATION WAS CREATED IN 1994 FOR THE PURPOSE OF PROMOTING AND ACCEPTING PHILANTHROPIC SUPPORT FOR THE HEALTHCARE PROGRAMS AND SERVICES OF MORRIS HOSPITAL & HEALTHCARE CENTERS. THROUGH VARIOUS APPEALS, GRANTS, INDIVIDUAL AND CORPORATE CULTIVATION AND SOLICITATION, AND ONGOING STEWARDSHIP OF DONORS' GIFTS; THE FOUNDATION ENGAGES THE COMMUNITY IN THE NEED FOR PHILANTHROPIC SUPPORT OF MORRIS HOSPITAL. EACH YEAR, THE FOUNDATION WORKS TO FUND PROGRAMS AND PURCHASES WHICH MAY NOT OTHERWISE BE POSSIBLE OR WOULD REQUIRE MORE TIME TO COMPLETE IF IT WERE NOT FOR THE CONTRIBUTIONS OF DONORS. IN 2022, THE FOUNDATION DISBURSED $890,000 TO THE HOSPITAL FOR VARIOUS PROGRAMS AND SERVICES INCLUDING: INTEGRATED BEHAVIORAL HEALTH FELLOWSHIPS, SUPPORT GROUPS AND OTHER RESOURCES TO BETTER SERVE THOSE IN OUR COMMUNITY, EMERGENCY/DISASTER HARDSHIP RELIEF FUNDS TO ASSIST AUXILIANS AND EMPLOYEES FACING A FINANCIAL HARDSHIP BECAUSE OF A CRISIS; SCHOLARSHIPS TO STUDENTS ENGAGED IN A HEALTH RELATED COURSE OF STUDY; WOMEN'S HEALTH SERVICES AND PROGRAMS; THE SERENITY GARDEN; PEDIATRIC TEDDY BEARS SO THAT OUR SMALLEST PATIENTS CAN FEEL CALM WHEN VISITING THE HOSPITAL OR HEALTHCARE CENTERS; AND EQUIPMENT TO HELP MANY DEPARTMENTS IN THE HOSPITAL PROVIDE THE BEST LEVEL OF CARE. THE 17 MEMBER VOLUNTEER FOUNDATION BOARD OF DIRECTORS CONTINUES TO MAKE PROGRESS EACH YEAR TOWARDS ITS VISION OF BECOMING A MAJOR CONTRIBUTOR TO THE MORRIS HOSPITAL'S SUCCESS. AND, SUCH WAS THE CASE IN 2022. 983308 1 1 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 17 16 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 IL X MICHAEL LAWRENCE 8157051430 150 WEST HIGH STREET MORRIS IL 60450 GEORGE MCCOMB PRESIDENT 1.00 0.00 X X 0 0 0 JOAN HARROP VICE PRESIDENT 1.00 0.00 X X 0 0 0 ERNIE LINDSAY SECRETARY 1.00 0.00 X X 0 0 0 TRACY ZABEL TREASURER 1.00 0.00 X X 0 0 0 BRIAN ANGWIN DIRECTOR 1.00 1.00 X 0 0 0 MATT BASKERVILLE DIRECTOR 1.00 0.00 X 0 0 0 PETE BRUMMEL DIRECTOR 1.00 0.00 X 0 0 0 BECKY DIVINCENZO DIRECTOR 1.00 0.00 X 0 0 0 CAROL HAVEL DIRECTOR 1.00 0.00 X 0 0 0 SHAWN HORNSBY DIRECTOR 1.00 0.00 X 0 0 0 GREG LYONS DIRECTOR 1.00 0.00 X 0 0 0 JUDIE ROTH DIRECTOR 1.00 0.00 X 0 0 0 DR BEATRIZ SETRINI DIRECTOR 1.00 0.00 X 0 0 0 NICOLE SCHAFER DIRECTOR 1.00 0.00 X 0 0 0 TANIA SCHWER DIRECTOR 1.00 0.00 X 0 0 0 RITA SMITH DIRECTOR 1.00 0.00 X 0 0 0 SUE SZUMSKI DIRECTOR 1.00 0.00 X 0 35282 0 MARK STEADHAM PRESIDENT/CEO (UNTIL 6/30/2022) 1.00 41.00 X 0 542548 27110 THOMAS DOHM PRESIDENT/CEO (AS OF 7/01/2022) 1.00 41.00 X 0 443469 39362 MICHAEL LAWRENCE CFO 0.50 40.50 X 0 389185 33644 KIMBERLY LANDERS VP OF PATIENT CARE SERVICES 1.00 54.00 X 0 288606 36867 0 1699090 136983 0 0 1 0 0 65500 1462835 11391 1528335 76965 76965 61555 25 61530 61530 61530 1666830 0 0 138495 170000 170000 75098 75098 81364 81364 41226 41226 1943 1943 MEDICAL SERVICES 490669 490669 PATIENT TRANSPORATION 125049 125049 DONOR RECOGNITION 45955 45955 WOMENS HEALTH PROGRAM 30355 30355 3013 3013 1064672 983308 81364 0 537787 669544 73 73 968 604 97751 125269 11430 12557 3962874 3679496 425 425 4611308 4487968 11870 6250 11870 6250 X 1620782 2372880 2978656 2108838 4599438 4481718 4611308 4487968 602158 -719664 -214 0 X 0 1 X 1 0 X 442869 717592 177618 310038 1528335 3176452 442869 717592 177618 310038 1528335 3176452 1345950 1830502 16546 68028 55031 79707 76965 296277 3472729 0.52710 0.76450 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 468491 0 -63567 11000 0 0 393924 434394 1255 40842 8000 468491 396577 42817 5000 434394 360656 2100 38821 5000 396577 386501 925 -19770 7000 360656 0.00000 1.00000 0.00000 0 0 0 PART V, LINE 4: THE ENDOWED SCHOLARSHIP FUND PROVIDES SCHOLARSHIPS FOR POST HIGH SCHOOL EDUCATION FOR RECIPIENTS IN HEALTH CARE STUDIES. INCOME FROM THE GENERAL FUND IS WHERE THE NEED IS THE GREATEST. 1 MORRIS HOSPITAL 150 WEST HIGH STREET MORRIS IL 60450 362170155 501(C)(3) 170000 0 GENERAL SUPPORT 1 0 SCHOLARSHIPS 11 16000 EMPLOYEE HARDSHIPS 3 5899 BEHAVIORAL HEALTH FELLOWSHIPS 1 53199 PART I, LINE 2: MONITORING USE OF FUNDS FOR GRANTS DONORS MAY REQUEST THAT THEIR CONTRIBUTIONS TO THE FUND BE USED IN SUPPORT OF SPECIFIC HEALTHCARE/WELLNESS-RELATED PROJECTS. HOWEVER, UNDER NO CIRCUMSTANCES SHALL THE FOUNDATION GUARANTEE THAT DONORS' CONTRIBUTIONS WILL BE SPENT IN THE MANNER DIRECTED BY DONORS. RATHER, THE FOUNDATION SHALL ASSURE DONORS THAT THEIR CONTRIBUTIONS WILL BE SPENT FOR COMMUNITY MEMBERS' HEALTHCARE/WELLNESS PURPOSES. IF AND WHERE FEASIBLE, THE FOUNDATION SHALL MAKE REASONABLE EFFORTS TO ACCOMMODATE DONORS' REQUESTS FOR FUNDING OF PARTICULAR PROJECTS. THE BOARDS OF DIRECTORS OF THE FOUNDATION AND THE HOSPITAL SHALL RETAIN ABSOLUTE DISCRETION AND AUTHORITY AS TO THE MANNER IN WHICH THE FUND ARE EXPENDED, AS PROVIDED BELOW THE FOUNDATION'S BOARD OF DIRECTORS (THE "FOUNDATION BOARD") SHALL RECOMMEND GRANTS ("GRANTS"), WITH SUCH GRANTS SUBJECT TO APPROVAL BY THE HOSPITAL'S BOARD OF DIRECTORS (THE "HOSPITAL BOARD"), PURSUANT TO THE PROCESS SET FORTH BELOW. AT THE BEGINNING OF EACH CALENDAR YEAR, THE FOUNDATION BOARD SHALL NOTIFY THE HOSPITAL BOARD REGARDING THE AMOUNT AVAILABLE IN THE FUND. THE AGGREGATE DOLLAR AMOUNT OF GRANTS TO BE MADE IN SUCH YEAR SHALL BE DETERMINED BASED ON AVAILABLE FUNDS AND THE COMMUNITY HEALTHCARE/WELLNESS NEEDS THAT SHOULD BE IMPACTED. THE HOSPITAL BOARD SHALL ADVISE THE FOUNDATION BOARD AS TO WHETHER THE FOUNDATION SHOULD PROCEED WITH PUBLIC INVITATIONS TO APPLY FOR GRANTS FROM THE FUND. THE FOUNDATION BOARD SHALL SOLICIT APPLICATIONS VIA INVITATIONS. SUCH INVITATIONS MAY BE MADE BY PRESS RELEASE TO PUBLIC MEDIA AND/OR BY LETTERS TO VARIOUS COMMUNITY AGENCIES AND CITY OFFICIALS. ELIGIBLE RECIPIENTS (AND THUS POTENTIAL INVITEES) SHALL BE LIMITED TO NONPROFIT ORGANIZATIONS, GOVERNMENTAL OR QUASI-GOVERNMENTAL INSTITUTIONS (E.G. PUBLIC SCHOOLS), AND CHURCHES THAT PROVIDE A SETTING FOR COMMUNITY GATHERINGS. ALL APPLICATIONS SHALL BE SUBMITTED WITHIN THE 90-DAY PERIOD FOLLOWING THE ISSUANCE OF INVITATIONS. APPLICANTS SHALL BE REQUIRED TO USE THE FOUNDATION'S DESIGNATED APPLICATION. A TEAM APPROACH SHALL BE USED TO EVALUATE CORRECTLY COMPLETED APPLICATIONS. THE TEAM INCLUDES A REPRESENTATION OF MEDICAL STAFF AND COMMUNITY MEMBERS INVITED TO SERVE ON AN ANNUAL BASIS. THE TEAM SHALL UTILIZE PRE-ESTABLISHED CRITERIA, IN THE FORM SET FORTH BELOW: 1 IMPACT ON HEALTHCARE/WELLNESS OF INDIVIDUALS IN THE MORRIS HOSPITAL SERVICE AREA 2 NUMBER WHO WILL BENEFIT 3 GRANTS RECEIVED IN PRIOR YEARS 4 AGENCY'S FINANCIAL SITUATION 5 WHETHER OR NOT THE GRANT WILL SERVE THOSE IN MOST NEED, I E THE UNINSURED 6 NEW AND CREATIVE WAYS TO IMPACT HEALTHCARE/WELLNESS 7 REQUEST REASONABLE INVESTMENT VS BENEFIT 8 IF A PARTIAL REQUEST, THE AGENCY CAN COMPLETE FUNDING 9 REQUEST DOES NOT INCLUDE STAFFING OR EXPENSES THAT GO ON INDEFINITELY 10 AGENCY IS A NONPROFIT ORGANIZATION OR QUASI-GOVERNMENT AGENCY SUCH AS SCHOOL 11 AGENCY RESIDES IN MORRIS HOSPITAL'S SERVICE AREA AND/OR SERVES THOSE IN THE HOSPITAL'S SERVICE AREA 12 REQUESTS THAT SERVE THE YOUNG AND ELDERLY 13 REQUESTS THAT HELP PREVENT DISEASE AND INJURY AND ARE HEALTH FOCUSED 14 CHURCHES THAT PROVIDE A SETTING FOR COMMUNITY GATHERINGS 15 IF REQUEST IS FOR EXCESSIVE FUNDING, FOUNDATION MEMBERS MAY ASK FOR A ONE-ON-ONE VISIT WITH AGENCY NOT MORE THAN SIX MONTHS FOLLOWING THE DATE APPLICATIONS ARE SOLICITED. THE FOUNDATION BOARD SHALL MAKE ITS RECOMMENDATIONS TO THE HOSPITAL BOARD REGARDING PROJECTS PROPOSED TO BE FUNDED BY GRANTS. FOLLOWING APPROVAL BY THE HOSPITAL BOARD, APPROPRIATE ACCOUNTING DEPARTMENT PERSONNEL SHALL BE NOTIFIED SO THAT CHECKS TO RECIPIENTS MAY BE PREPARED FOR DISTRIBUTION. GRANTS MAY BE MADE SUBJECT TO EXPRESS CONDITIONS, AS DETERMINED BY THE FOUNDATION BOARD AND APPROVED BY THE HOSPITAL BOARD. IN SUCH CIRCUMSTANCES, THE FOUNDATION SHALL NOTIFY THE RECIPIENTS OF SUCH CONDITION(S). PRIOR TO DISTRIBUTION OF GRANTS TO SUCH ORGANIZATIONS THE FOUNDATION SHALL SEND A CONGRATULATORY LETTER TO GRANT RECIPIENTS. RECIPIENTS SHALL BE AWARDED THEIR GRANTS, IF POSSIBLE, IN PUBLIC SETTINGS WHERE MEDIA HAVE BEEN INVITED. DONORS (AND/OR FAMILIES THEREOF) WHOSE GIFTS HAVE SUPPORTED THIS PARTICULAR COMMUNITY HEALTHCARE/WELLNESS PROGRAM SHALL BE INVITED TO THE AWARD CEREMONIES AND, WHERE FEASIBLE, SHALL BE ENCOURAGED TO TAKE PART THEREIN. THE VP OF DEVELOPMENT AND/OR THEIR DESIGNEE SHALL NOTIFY IN WRITING THOSE APPLICANT ORGANIZATIONS WHOSE APPLICATIONS WERE NOT APPROVED. IN THE CURRENT GRANT MAKING CYCLE THE FOUNDATION SHALL MAINTAIN FILES ON ALL GRANT APPLICATIONS, INCLUDING ALL CORRESPONDENCE PERTAINING THERETO THE VP OF DEVELOPMENT AND/OR THEIR DESIGN EE SHALL WORK TO MAINTAIN ONGOING COMMUNICATION WITH DONORS TO THE FUND (AND/OR FAMILIES THEREOF), INCLUDING PROVIDING UPDATES AS TO THE SPECIFIC GRANTS MADE POSSIBLE AND THE PARTICULAR COMMUNITY HEALTHCARE/WELLNESS AREAS IMPACTED BY SUCH DONORS' GIFTS. 0 1 0 0 0 0 0 0 0 MARK STEADHAM PRESIDENT/CEO (UNTIL 6/30/2022) 0 306515 0 160154 0 75879 0 9709 0 17401 0 569658 0 0 THOMAS DOHM PRESIDENT/CEO (AS OF 7/01/2022) 0 310422 0 21851 0 111196 0 9108 0 30254 0 482831 0 0 MICHAEL LAWRENCE CFO 0 296650 0 26764 0 65771 0 6253 0 27391 0 422829 0 0 KIMBERLY LANDERS VP OF PATIENT CARE SERVICES 0 235661 0 10508 0 42437 0 8997 0 27870 0 325473 0 0 PART I, LINE 3 ALL FOUNDATION PERSONNEL ARE EMPLOYEES OF A RELATED ORGANIZATION. MORRIS HOSPITAL, THE COMPENSATION POLICIES AND PROCEDURES FOR FOUNDATION PERSONNEL ARE DETERMINED BY MORRIS HOSPITAL. SEE MORRIS HOSPITAL FORM 990, SCHEDULE J FOR MORE INFORMATION. PART I, LINE 4B MORRIS HOSPITAL PROVIDES A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR CERTAIN EXECUTIVES AND PHYSICIANS. THE FOLLOWING INDIVIDUALS PARTICIPATE IN THE PLAN: - MARK STEADHAM - THOMAS DOHM - MICHAEL LAWRENCE - KIMBERLY LANDERS FORM 990, PART VI, SECTION A, LINE 6 THE CORPORATION SHALL HAVE ONE MEMBER, WHICH SHALL BE MORRIS HOSPITAL. FORM 990, PART VI, SECTION A, LINE 7A MORRIS HOSPITAL SHALL APPOINT NEW DIRECTORS FOR THE CORPORATION PRIOR TO THE ANNUAL MEETING OF THE FOUNDATION'S BOARD OF DIRECTORS. APPOINTEES MAY BE FROM THE NOMINATED LIST PROVIDE BY THE FOUNDATION, BUT MORRIS HOSPITAL MAY ADD TO OR DELETE FROM THIS LIST AT ITS DISCRETION. FORM 990, PART VI, SECTION A, LINE 7B ONLY WITH THE APPROVAL OF THE MORRIS HOSPITAL SHALL THE CORPORATION TAKE ANY OF THE FOLLOWING ACTS: A. MAKE CONTRIBUTIONS OR TRANSFERS OF CORPORATION ASSETS TO ANY PERSON OTHER THAN MORRIS HOSPITAL; B. APPROVE UNBUDGETED EXPENDITURES BY THE CORPORATION; C. SELECT INDEPENDENT AUDITORS, ATTORNEYS AND/OR OTHER MAJOR CONSULTANTS FOR THE CORPORATION; D. ADOPT OR AMEND THE CORPORATION'S ARTICLES OF INCORPORATION OR THESE BYLAWS; E. ADOPT OR AMEND STATEMENTS OF MISSION, PHILOSOPHY, OR PURPOSE; F. ADOPT ANY RESOLUTION REGARDING THE DISSOLUTION, MERGER OR CONSOLIDATION OF THE CORPORATION; G. CREATE ANY SUBSIDIARY, AFFILIATED ORGANIZATION OR OTHER LEGAL ENTITY; H. ADOPT AN ANNUAL BUDGET FOR OPERATIONAL EXPENSES; I. ADOPT POLICIES ON BEHALF OF THE CORPORATION, OR APPROVE OR DIRECT THE APPLICATION OF CORPORATE MEMBER POLICIES WITH RESPECT TO THE CORPORATION; J. ENTER INTO THE PURCHASE, SALE, TRANSFER OR LEASE OF PROPERTY, OTHER THAN IN THE ORDINARY COURSE OF THE CORPORATION'S BUSINESS; K. EXECUTE ANY LOAN, OR MORTGAGE ANY PROPERTY; L. ESTABLISH ANY BOARD-RESTRICTED FUNDS; M. APPOINT THE DIRECTORS OF THE CORPORATION; OR N. REMOVE, WITH OR WITHOUT CAUSE, THE DIRECTORS OF THE CORPORATION. FORM 990, PART VI, SECTION B, LINE 11B REVIEW OF 990 THE BOARD RETAINS THE SERVICES OF AN INDEPENDENT CPA FIRM TO PREPARE/REVIEW THE ORGANIZATION'S FORM 990. MANAGEMENT AND MEMBERS OF THE FINANCE COMMITTEE REVIEW THE COMPLETED FORM 990 AND A FULL COPY IS MADE AVAILABLE TO ALL VOTING MEMBERS OF THE GOVERNING BODY PRIOR TO FILING. THE CPA FIRM AND MANAGEMENT ARE SCHEDULED TO PRESENT THE FORM 990 AT A BOARD MEETING PRIOR TO THE NOVEMBER 15 DEADLINE. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST DISCLOSURE A. DUTY TO DISCLOSE. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICTS OR DUALITIES OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE IN WRITING THE EXISTENCE OF HIS OR HER FINANCIAL INTEREST AND ALL MATERIAL FACTS TO THE DIRECTORS AND COMMITTEE MEMBERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. "DISCLOSURE" AS USED IN THIS POLICY SHALL MEAN PROVIDING PROMPTLY AND FULLY TO THE APPROPRIATE PERSONS A WRITTEN DESCRIPTION OF THE FACTS COMPRISING THE REAL OR APPARENT CONFLICT OR DUALITY. AN ANNUAL DISCLOSURE STATEMENT SHALL BE CIRCULATED TO ALL PERSONS TO WHOM THIS POLICY APPLIES TO ASSIST THEM IN CONSIDERING SUCH DISCLOSURES, BUT DISCLOSURE IS APPROPRIATE WHENEVER CONFLICTS OR DUALITIES ARISE. THE WRITTEN DISCLOSURE NOTICES OF CONFLICTS OR DUALITIES SHALL BE FILED WITH THE PRESIDENT/CHIEF EXECUTIVE OFFICER OF THE CORPORATION OR ANY OTHER PERSON DESIGNATED BY THE FOREGOING FROM TIME TO TIME TO RECEIVE SUCH NOTIFICATIONS. B. DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS. A DISCLOSURE MAY RESULT IN AN ACTUAL CONFLICT OR A DUALITY OF INTEREST EXISTS. IF IT DOES NOT, AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE OR SHE SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OR DUALITY OF INTEREST IS DISCUSSED AND VOTED UPON BY THE DISINTERESTED DIRECTORS. SUCH REMAINING AND DISINTERESTED BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. C. PROCEDURES FOR ADDRESSING THE CONFLICT OR DUALITY OF INTEREST. 1. AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE BOARD OR COMMITTEE MEETING, BUT AFTER SUCH PRESENTATION, HE OR SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT RESULTS IN THE CONFLICT OF INTEREST. 2. THE CHAIR OF THE BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. 3. AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE CORPORATION CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OR DUALITY OF INTEREST. 4. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE, UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OR DUALITY OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE CORPORATION'S BEST INTEREST AND FOR ITS OWN BENEFIT, AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE CORPORATION, AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. IF THE INTERESTED PERSON IS A DISQUALIFIED PERSON UNDER IRC 4958, THE BOARD SHALL FOLLOW THE PRESCRIBED PROCEDURE FOR ENTITLING THE CORPORATION TO A REBUTTABLE PRESUMPTION OF REASONABLENESS. D. PROSCRIBED ACTIVITY BY PERSONS HAVING CONFLICTS OR DUALITIES. WHEN A DISCLOSURE CONCEDES OR THE BOARD OR COMMITTEE FINDS THAT AN INDIVIDUAL DIRECTOR, OFFICER, AGENT, OR EMPLOYEE HAS A CONFLICT OR DUALITY, SUCH INDIVIDUAL SHALL, IN ADDITION TO FILING THE DISCLOSURE NOTICE REQUIRED HEREUNDER, ABSTAIN FROM MAKING MOTIONS, VOTING, EXECUTING AGREEMENTS, OR TAKING ANY OTHER SIMILAR DIRECT OR INDIRECT ACTION ON BEHALF OF THE CORPORATION OR ANY AFFILIATE WHERE THE CONFLICT OF DUALITY MIGHT PERTAIN, BUT SHALL NOT BE PRECLUDED FROM ALL DEBATE ON THE MATTER. WHEN ANY INTERESTED PERSON REQUESTS IN WRITING, OR UPON ITS OWN INITIATIVE, THE BOARD OF DIRECTORS AT ANY TIME MAY ESTABLISH FURTHER GUIDELINES CONSISTENT WITH THE INTERESTS OF THE CORPORATION FOR THE RESOLUTION OF ANY REAL OR APPARENT CONFLICT PROVIDED SUCH GUIDELINES ARE CONSISTENT WITH THE CORPORATION'S NONPROFIT AND TAX-EXEMPT STATUS, AND COMPLIANT WITH APPLICABLE FEDERAL AND STATE LAWS AND REGULATIONS. E. VIOLATIONS OF THE CONFLICTS OR DUALITIES OF INTEREST POLICY. 1. IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT AN INTERESTED PERSON HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE PERSON OF THE BASIS FOR SUCH BELIEF AND AFFORD HIM OR HER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. 2. IF, AFTER HEARING THE RESPONSE OF THE PERSON AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THAT THE PERSON HAS IN FACT FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. F. RECORDS AND PROCEEDINGS. THE MINUTES OF THE BOARD AND OF ALL BOARD COMMITTEES SHALL CONTAIN: 1. THE NAMES OF ALL PERSONS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE A FINANCIAL INTEREST IN CONNECTION WITH AN ACTUAL OR POSSIBLE CONFLICT OR DUALITY OF INTEREST, THE NATURE OF THE FINANCIAL INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OR DUALITY OF INTEREST WAS PRESENT, AND THE BOARD'S OR COMMITTEE'S DECISION AS TO WHETHER A CONFLICT OR DUALITY OF INTEREST IN FACT EXISTED. 2. THE NAMES OF ALL PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION INCLUDING ANY ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION THEREWITH. G. COMPENSATION COMMITTEES. 1. A VOTING MEMBER OF THE BOARD OF DIRECTORS WHO RECEIVED COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE CORPORATION FOR SERVICES, IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBER'S COMPENSATION. 2. A PHYSICIAN WHO IS A VOTING MEMBER OF THE BOARD OF DIRECTORS AND RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE CORPORATION, FOR SERVICES IS PRECLUDED FROM DISCUSSING AND VOTING ON MATTERS PERTAINING TO THAT MEMBER'S AND OTHER PHYSICIANS' COMPENSATION. NO PHYSICIAN, EITHER INDIVIDUALLY OR COLLECTIVELY, IS PROHIBITED FROM PROVIDING INFORMATION TO ANY COMMITTEE REGARDING PHYSICIAN COMPENSATION. H. ANNUAL STATEMENTS. EACH DIRECTOR, OFFICER, MEMBER OF BOARD COMMITTEES, KEY AGENT AND EMPLOYEE SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS THAT SUCH PERSON: 1. HAS RECEIVED A COPY OF THIS CONFLICTS AND DUALITIES OF INTEREST POLICY, 2. HAS READ AND UNDERSTANDS THIS POLICY, 3. HAS AGREED TO COMPLY WITH THIS POLICY, 4. HAS DISCLOSED THE REQUISITE INFORMATION REQUESTED OF SUCH PERSON BY THE CORPORATION ON THE ANNUAL DISCLOSURE STATEMENT; AND 5. UNDERSTANDS THAT THE CORPORATION IS A CHARITABLE ORGANIZATION AND THAT IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION IT MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. I. PERIODIC REVIEWS. TO ENSURE THAT THE CORPORATION OPERATES IN A CONSISTENT WITH ITS CHARITABLE PURPOSES AND THAT IT DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS STATUS AS AN ORGANIZATION EXEMPT FROM FEDERAL INCOME TAX, PERIODIC REVIEWS SHALL BE CONDUCTED. THE PERIODIC REVIEWS SHALL, AT A MINIMUM, INCLUDE THE FOLLOWING SUBJECTS: 1. WHETHER COMPENSATION ARRANGEMENTS AND BENEFITS ARE REASONABLE AND ARE THE RESULT OF ARM'S-LENGTH BARGAINING. 2. WHETHER PARTNERSHIP AND JOINT VENTURE ARRANGEMENTS AND ARRANGEMENTS WITH MANAGEMENT SERVICE ORGANIZATIONS CONFORM TO WRITTEN POLICIES, ARE PROPERLY RECORDED, REFLECT REASONABLE PAYMENTS FOR GOODS AND SERVICES, FURTHER THE CORPORATION'S CHARITABLE PURPOSES AND DO NOT RESULT IN INUREMENT OR IMPERMISSIBLE PRIVATE BENEFIT. IN CONDUCTING THE PERIODIC REVIEWS PROVIDED FOR ABOVE, THE CORPORATION MAY, BUT NEED NOT, USE OUTSIDE ADVISORS. IF OUTSIDE EXPERTS ARE USED, THEIR USE SHALL NOT RELIEVE THE BOARD OF ITS RESPONSIBILITY FOR ENSURING THAT PERIODIC REVIEWS ARE CONDUCTED. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION REVIEW THE FOUNDATION'S PROCESS IS DEFERRING TO THE HOSPITAL'S COMPENSATION COMMITTEE SINCE THE FOUNDATION'S PERSONNEL ARE EMPLOYEES PAID BY MORRIS HOSPITAL. THE HOSPITAL HAS A COMPENSATION COMMITTEE WHICH MEETS SEVERAL TIMES PER YEAR THAT WITH THE ASSISTANCE OF INTERNAL SOURCES (HUMAN RESOURCES) AND EXTERNAL ADVISORS; ASSESSES AND EVALUATES THE APPROPRIATENESS OF THE COMPENSATION AND BENEFITS OF UPPER MANAGEMENT WHICH INCLUDES CEO, CFO AND OTHER TOP MANAGEMENT OFFICIALS WHICH INCLUDES KEY EMPLOYEES. FORM 990, PART VI, SECTION C, LINE 19 AVAILABILITY OF DOCUMENTS THE DOCUMENTS ARE MADE AVAILABLE UPON REQUEST. MORRIS HOSPITAL 150 WEST HIGH STREET MORRIS IL 60450 362170155 HOSPITAL IL 501(C)(3) LINE 3 N/A 0 MORRIS HOSPITAL AUXILIARY 150 WEST HIGH STREET MORRIS IL 60450 208026364 SUPPORT HOSPITAL IL 501(C)(3) LINE 7 MORRIS HOSPITAL 1 0 1 1 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 MORRIS HOSPITAL AUXILIARY C 65500 FMV MORRIS HOSPITAL B 170000 FMV