2024-11-12T09:55:06+00:00 2023-12-31 350921680 CROWE LLP 401 East Las Olas Blvd Suite 1100 Fort Lauderdale FL 333014230 990 2023-01-01 592822519 Franciscan Properties Inc FRAN 8138704942 3003 W Dr Martin Luther King Blvd Tampa FL 33607 Kimberly Guy COO 2024-11-12 true Brittney Kocaj P01320603 9542028600 2024-11-12 2023 2024-10-15 13:58:12Z Kimberly Guy 2985 Drew Street Clearwater FL 33759 8026929 false X N/A X 1986 FL Franciscan Properties, Inc will improve the health of all we serve through community-owned health care services that set the standard for high-quality compassionate care. 3 0 13 4 0 0 0 7790090 8023775 0 3154 7790090 8026929 0 0 1189853 1096905 0 0 6600237 6930024 7790090 8026929 0 0 68705422 68451283 41039187 40785048 27666235 27666235 To improve the health of all we serve through community-owned health care services that set the standard for high-quality compassionate care. AS a part of BayCare Health System, Franciscan Properties is the best place to work, receive and provide care. We are powered by an extraordinary team that delivers quality, drives innovation and embraces inclusivity. false false 7900047 8026929 Ownership of real and personal property and leasing of the property to various entities For use in support of St. Joseph's hospital's charitable purpose. 7900047 true false false false false false false false false true false false false true true false true false false false false false false false false false false false true false false false false false false false false false false false false false true false false false true X 0 0 13 true false false false false false false false false false false false false X 3 0 false false false false true true true true false false false true true true true true true false false false X JANICE POLO 7278208021 2985 Drew Street Clearwater FL 33759 CARL TREMONTI TRUSTEE/TREASURER/VP, CFO BMG, AMB 1.0 53.0 X X 0 761886 68614 ED RAFALSKI TRUSTEE/VP/SECRETARY/Chief Strategy & Marketing Officer 1.0 45.0 X X 0 840063 85254 KIMBERLY GUY TRUSTEE/President/Chief Operating Officer 5.0 42.0 X X 0 1046196 93501 RONALD BEAMON VP, CFO BAYCARE HOSP DIV 1.0 59.0 X 0 675010 113177 JANICE POLO Former TRUSTEE/TREASURER/Current EVP, CFO BAYCARE 0.0 47.0 X 0 1971629 69111 0 5294784 429657 0 true true false PRIORITY CARE SERVICE INC DBA UNITED JANITORIAL SOLUTIONS 3341 118TH AVE N ST PETERSBURG FL 33716 cleaning services 154153 1 0 RENTAL INCOME 531390 6331540 6331540 MANAGEMENT FEES 561000 1692235 1692235 0 0 0 0 8023775 0 0 0 0 MISCELLANEOUS REVENUE 620000 3154 3154 0 0 0 0 3154 8026929 8026929 0 0 892221 892221 23396 23396 117663 117663 63625 63625 78762 78493 269 0 14670 14670 2159361 2047509 111852 3995685 3988393 7292 REPAIRS AND MAINTENANCE 678451 671436 7015 Medical Supplies 1987 1987 DUES & LICENSES 711 650 61 OTHER 397 4 393 0 0 0 0 8026929 7900047 126882 0 7792586 11326474 0 0 0 0 13067 16446 0 0 151698781 94637809 60873481 57060972 0 0 0 36825 26288 10566 68705422 68451283 0 0 0 0 0 0 0 0 0 41039187 40785048 41039187 40785048 X 27666235 27666235 0 27666235 27666235 68705422 68451283 0 0 X false true X true false X X 1 ST JOSEPH'S HOSPITAL INC 590774199 3 true 0 7900047 1 0 7900047 true false false false false false false false false false false false false false false false Schedule A, Part IV, Section C, Line 1 Majority director detail Control or management of Franciscan Properties, Inc. (the supporting organization) is vested in the same persons that control or manage St. Joseph's Hospital, Inc. (the supported organization). Specifically, there is overlap of significant leadership positions between the supported organization and the supporting organization. BOTH THE SUPPORTING ORGANIZATION AND THE SUPPORTED ORGANIZATIONS ARE PARTICIPANTS IN A JOINT OPERATING AGREEMENT ("JOA"). THE MANAGEMENT OF THE ORGANIZATIONS PARTICIPATING IN THE JOA IS SUBJECT TO THE TERMS OF THE JOA. THIS STRUCTURE ENSURES THAT BOTH ORGANIZATIONS CARRY OUT THE HEALTHCARE MISSION OF CATHOLIC HEALTH MINISTRIES. 9100133 9100133 138957325 91358192 47599133 1866530 1626882 239648 1764373 1652735 111638 10420 10420 57060972 OTHER LIABILITIES 34743 DUE TO AFFILIATES 40750305 40785048 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote The majority of the affiliates within the System are not-for-profit organizations described in Section 501(c)(3) of the Internal Revenue Code, and are exempt from federal income taxes on related income pursuant to Section 501(a) of the Internal Revenue Code, and are also exempt from state taxes. The System accounts for uncertainty in income tax positions by applying a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has determined that no material unrecognized tax benefits or liabilities exist as of December 31, 2023 or 2022. false true false false false false false false false KIMBERLY GUY TRUSTEE/President/Chief Operating Officer 0 626058 0 215976 0 204163 0 58919 0 34582 0 1139698 0 0 ED RAFALSKI TRUSTEE/VP/SECRETARY/Chief Strategy & Marketing Officer 0 479772 0 201038 0 159253 0 45227 0 40027 0 925317 0 0 CARL TREMONTI TRUSTEE/TREASURER/VP, CFO BMG, AMB 0 444831 0 158167 0 158887 0 54411 0 14203 0 830500 0 0 JANICE POLO Former TRUSTEE/TREASURER/Current EVP, CFO BAYCARE 0 978748 0 504176 0 488706 0 22387 0 46723 0 2040740 0 97425 RONALD BEAMON VP, CFO BAYCARE HOSP DIV 0 417337 0 149228 0 108445 0 72236 0 40941 0 788187 0 0 Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation The filing organization does not use any of the options listed in Schedule J, Part I, Line 3 to establish the compensation of the CEO/Executive Director. However, the related organization, BayCare Health System Inc, uses Compensation committee, Independent compensation consultant, Written employment contract, Compensation survey or study and Approval by the board or compensation committee as a means to establish compensation of the CEO (or COO) of the filing organization. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan BayCare Health System provides two nonqualified deferred compensation plans to executive level employees: Executive Nonqualified Defined Contribution Plan The plan provides for annual credits of a specified percentage of an eligible participant's eligible compensation paid in a plan year and interest credits. Plan participants vest in increasing percentages based on years of service. Further, a participant shall become fully vested upon the participant's death, total and permanent disability or due to involuntary separation of employment other than for cause, or upon reaching retirement age. Payments made during employment are made for required tax withholding and reduce the participant's account balance. Distribution of the vested account balance occurs upon termination of employment. The plan is frozen for the participants hired after 1.1.2018. Supplemental Executive Retirement Plan The plan provides for annual credits to the participant's company contribution account of a specified percentage of an eligible participant's eligible compensation paid in a plan year and investment income credits. Plan participants vest on January 1 of the fifth Plan Year following the Plan Year for which the contribution was made. Further, a participant shall become fully vested upon the participant's death, total and permanent disability or due to involuntary separation of employment other than for cause, or upon reaching retirement age. Distribution of the vested amounts shall be made no later than the earlier of 90 days following the date the amounts become vested or the March 15th following the Plan Year in which the participant became vested. Amounts accrued, vested and distributed for plan participants are provided below. Ronald Beamon - Participated in a supplemental nonqualified deferred compensation plan. He had $33,829 in benefits vest in 2023. This amount is included in Part II (B)(iii) Other compensation. He had $55,736 of nonvested benefits accrue during 2023. This amount is included in Part II (C) Retirement and other deferred compensation. The plan made cash distribution of $33,829 in 2023. Janice Polo - Participated in a supplemental nonqualified deferred compensation plan. She had $312,946 in benefits vest in 2023. This amount is included in Part II (B)(iii) Other compensation. The plan made cash distribution of $123,144 in 2023. Carl Tremonti - Participated in a supplemental nonqualified deferred compensation plan. He had $73,104 in benefits vest in 2023. This amount is included in Part II (B)(iii) Other compensation. The plan made cash distribution of $28,767 in 2023. Kimberly Guy - Participated in a supplemental nonqualified deferred compensation plan. She had $98,757 in benefits vest in 2023. This amount is included in Part II (B)(iii) Other compensation. The plan made cash distribution of $38,861 in 2023. Ed Rafalski - Participated in a supplemental nonqualified deferred compensation plan. He had $81,492 in benefits vest in 2023. This amount is included in Part II (B)(iii) Other compensation. He had $25,121 of nonvested benefits accrued during 2023. This amount is included in Part II (C) Retirement and other deferred compensation. The plan made cash distribution of $32,067 in 2023. Form 990, Part V, Line 1a Number in Box 3 for Form 1096 THE TOTAL NUMBER FROM BOX 3 OF FORM 1096 IS REPORTED BY BAYCARE HEALTH SYSTEM, INC, EIN 59-2796965, A RELATED ORGANIZATION THAT PROCESSES FORMS 1099 FOR ITS AFFILIATES. SUCH REPORTING ALIGNS THE FORM 1096, BOX 3 REPORTING TO THE ISSUING EIN. Form 990, Part VI, Line 15a Process for determining compensation THE FILING ORGANIZATION DOES NOT DIRECTLY COMPENSATE SOME OF ITS TOP MANAGEMENT EMPLOYEES; RATHER COMPENSATION IS PAID BY A RELATED ORGANIZATION THAT FOLLOWS THE COMPENSATION POLICY OF THE INDEPENDENT COMPENSATION COMMITTEE, APPOINTED BY THE BOARD OF DIRECTORS. THE COMPENSATION COMMITTEE'S PURPOSE IS TO PROVIDE OVERSIGHT FOR THE ORGANIZATION'S EXECUTIVE COMPENSATION PROGRAM, REVIEW AND APPROVE COMPENSATION AND BENEFITS FOR ALL "DISQUALIFIED PERSONS" SUBJECT TO THE INTERMEDIATE SANCTIONS REGULATIONS ISSUED UNDER SECTION 4958 OF THE INTERNAL REVENUE CODE (INCLUDING THE CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICERS & CHIEF FINANCIAL OFFICER, OTHER SYSTEM AND ENTITY EXECUTIVES, AND OTHER DISQUALIFIED PERSONS AS DEFINED IN THE INTERMEDIATE SANCTIONS REGULATIONS; I.E., VOTING MEMBERS OF THE GOVERNING BODY, FAMILY MEMBERS, FORMER OFFICERS), AND ESTABLISH THE COMPENSATION PHILOSOPHY FOR ALL OTHER EXECUTIVES. THIS COMMITTEE ENGAGES NATIONALLY RECOGNIZED COMPENSATION CONSULTANTS TO ASSIST THEM IN REVIEW OF EXECUTIVE COMPENSATION. THE COMPENSATION CONSULTANTS PROVIDE A REVIEW OF EACH VICE PRESIDENT AND ABOVE IN THE SYSTEM TO DETERMINE IF THAT EMPLOYEE'S COMPENSATION IS REASONABLE WHEN COMPARED AGAINST MARKET STANDARDS. THE DATA REVIEWED COMES FROM COMPENSATION STUDIES THAT INCLUDE COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS. THE ORGANIZATION KEEPS CONTEMPORANEOUS MINUTES OF THE COMPENSATION COMMITTEE MEETINGS AND DECISIONS. EXTERNAL CONSULTANTS REVIEW COMPENSATION EVERY OTHER YEAR, THE LAST REVIEW OCCURING IN 2023, BUT THE COMPENSATION COMMITTEE REGULARLY MONITORS COMPENSATION AND ALL OTHER PROCEDURES ARE FOLLOWED ANNUALLY. Form 990, Part VI, Line 15b Process for determining compensation SEE NARRATIVE FOR PART VI, LINE 15A Form 990, Part VI, Line 1b INDEPENDENT VOTING MEMBERS Franciscan Properties, Inc. is controlled by St. Joseph's Health Care Center, Inc., a 501(c)(3) tax-exempt organization. A majority of the voting members of the board of St. Joseph's Health Care Center, Inc. are independent. Form 990, Part VI, Line 6 Classes of members or stockholders THE SOLE MEMBER OF FRANCISCAN PROPERTIES, INC. IS ST. JOSEPH'S HEALTH CARE CENTER, INC. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body THE DESIGNATION AND APPOINTMENT OF TRUSTEES IS DETERMINED AS FOLLOWS: (A) THE PRESIDENT OF THE CORPORATION SHALL SERVE AS PERMANENT TRUSTEE. (B) UNLESS SUBSECTION (C) BELOW APPLIES, ALL OTHER TRUSTEES SHALL BE APPOINTED BY THE TRUSTEES OF THE MEMBER. (C) IN APPOINTING TRUSTEES, THE TRUSTEES OF THE CORPORATE MEMBER MAY WAIVE THE NOMINATING PROCEDURE SPECIFIED IN SUBSECTION (B) ABOVE AND APPOINT MEMBERS OF THE SPONSORING ORGANIZATION TO SERVE AS TRUSTEES. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders THE TAXPAYER IS A PARTICIPANT, AS DEFINED IN THE SECOND RESTATED JOINT OPERATING AGREEMENT DATED AS OF MAY 23, 2006, AS AMENDED (THE "JOA"). UNDER THE JOA, BAYCARE HEALTH SYSTEM, INC. IS RESPONSIBLE FOR THE OPERATIONS OF THE PARTICIPANTS. THE JOA PARTICIPANTS INCLUDE THE TAXPAYER AND OTHER HOSPITALS AND NON-HOSPITAL ORGANIZATIONS. NOTICE OF THE JOA WAS PREVIOUSLY PROVIDED TO THE INTERNAL REVENUE SERVICE BY LETTER DATED JULY 1, 1997. THE MEMBER SHALL RESERVE TO ITSELF IN ITS CAPACITY AS THE CORPORATE MEMBER OF THE CORPORATION THE FOLLOWING TWO CATEGORIES OF RIGHTS. A. CLASS I MEMBER RESERVED RIGHTS. 1. ADDITION, DELETION OR RECONFIGURATION OF SERVICES OF THE CORPORATION. 2. ESTABLISHMENT OF OVERALL CAPITAL AND OPERATING BUDGETS AND STRATEGIC PLANS APPLICABLE TO THE CORPORATION, INCLUDING THE USE OF THE FUNDS OF THE CORPORATION. 3. EXCLUSIVE AUTHORITY TO ENTER INTO MANAGED CARE CONTRACTS ON BEHALF OF THE CORPORATION. 4. APPROVAL OF CONTRACTS ON BEHALF OF THE CORPORATION (BUT THE CLASS I MEMBER MAY ESTABLISH POLICIES FROM TIME TO TIME PROVIDING THAT ONLY SPECIFIC TYPES OF CONTRACTS OR CONTRACTS INVOLVING OBLIGATIONS IN EXCESS OF SPECIFIED LEVELS NEED TO BE APPROVED BY THE CLASS I MEMBER). 5. AUTHORITY TO ESTABLISH FEES AND CHARGES ON BEHALF OF THE CORPORATION. 6. DETERMINATION OF WHETHER THE CORPORATION SHOULD JOIN ANY NETWORKS OR ALTERNATIVE OR INTEGRATED DELIVERY SYSTEMS. 7. ESTABLISHMENT OF EMPLOYMENT AND OTHER POLICIES APPLICABLE TO ALL PERSONNEL EMPLOYED BY THE CORPORATION. 8. APPROVAL OF THE PHILOSOPHY, MISSION STATEMENT AND PURPOSES OF THE CORPORATION. 9. APPROVAL OF CHANGES IN THE ARTICLES OF INCORPORATION OR IN THE BYLAWS OF THE CORPORATION. 10. APPROVAL OF THE MERGER, CONSOLIDATION, DISSOLUTION, SALE OR OTHER TRANSFER OF SUBSTANTIALLY ALL ASSETS OF THE CORPORATION, OR OTHER CHANGE IN CORPORATE FORM, CAUSING A FUNDAMENTAL REORGANIZATION OF THE CORPORATION. 11. APPROVAL OF THE INCURRENCE OF INDEBTEDNESS BY THE CORPORATION ABOVE CERTAIN LIMITS ESTABLISHED BY THE CLASS I MEMBER. 12. APPROVAL OF THE ESTABLISHMENT OF ADDITIONAL AFFILIATES OR SUBSIDIARIES OF THE CORPORATION. 13. ADOPTION OF STRATEGIC PLANS OR MAJOR CHANGES IN PROGRAMS OR SERVICES OF THE CORPORATION. 14. APPROVAL OF THE PURCHASE, SALE, TRANSFER, OR OTHER ENCUMBRANCE OF ASSETS OF THE CORPORATION ABOVE SPECIFIED LEVELS ESTABLISHED BY THE CLASS I MEMBER. B. CLASS II MEMBER RESERVED RIGHTS. 1. APPROVAL OF THE PHILOSOPHY, MISSION STATEMENT AND PURPOSES OF THE CORPORATION. 2. APPROVAL OF THE MERGER, CONSOLIDATION, DISSOLUTION, SALE OR OTHER TRANSFER OF SUBSTANTIALLY ALL ASSETS OF THE CORPORATION, OR OTHER CHANGE IN CORPORATE FORM, CAUSING A FUNDAMENTAL REORGANIZATION OF THE CORPORATION. 3. APPROVAL OF ANY SALE, LONG TERM LEASE, MORTGAGE, ENCUMBRANCE OR DISPOSITION OF PROPERTY OF THE CORPORATION CONSTITUTING AN 'ALIENATION' UNDER PRINCIPLES OF CANON LAW. 4. APPROVAL OF MATTERS RELATING TO THE IMPLEMENTATION OF AND COMPLIANCE WITH THE ETHICAL AND RELIGIOUS DIRECTIVES. 5. APPROVAL OF SUBSTANTIVE CHANGES IN THE ARTICLES OF INCORPORATION OF THE CORPORATION AND THESE BYLAWS (PROVIDED THAT PRIOR NOTICE OF ANY CHANGE IN THE ARTICLES OF INCORPORATION OF THE CORPORATION OR THESE BYLAWS SHALL BE PROVIDED TO TRINITY HEALTH AND, IF SUCH CHANGE, AS A RESULT OF TRINITY HEALTH BEING A CATHOLIC ENTITY, MUST BE APPROVED BY TRINITY HEALTH, SUCH CHANGE, REGARDLESS OF WHETHER IT IS SUBSTANTIVE AS A MATTER OF CIVIL LAW, SHALL BE SUBJECT TO THE APPROVAL OF TRINITY HEALTH). 6. WITH REGARD TO ANY ASSETS OF THE CORPORATION NO LONGER REQUIRED IN THE OPERATIONS OF THE CORPORATION, APPROVAL OF ANY SALE OR OTHER DISPOSITION OF ANY ASSETS NOT IN THE ORDINARY COURSE WHICH HAVE A VALUE IN EXCESS OF $3 MILLION, AND WITH REGARD TO ALL OTHER ASSETS OF THE CORPORATION USED IN THE OPERATIONS OF THE CORPORATION, APPROVAL OF ANY SALE OR OTHER DISPOSITION OF SUCH ASSETS NOT IN THE ORDINARY COURSE (BUT THE FOREGOING IS NOT INTENDED TO LIMIT ANY TRANSFER OF THE LOCATION OF THE ASSETS FROM THE CORPORATION TO ANOTHER ENTITY IN CONNECTION WITH A DULY AUTHORIZED RECONFIGURATION OF SERVICES). Form 990, Part VI, Line 8b Documentation of meetings held by committees of governing body There are no committees with authority to act on behalf of the governing body. Form 990, Part VI, Line 11b Review of form 990 by governing body The form 990 is prepared by the organization and reviewed by the CFO as well as the organization's paid preparer. Prior to filing with the IRS, a final copy of the form 990 is made available to the entire Board. Form 990, Part VI, Line 12c Conflict of interest policy FRANCISCAN PROPERTIES, INC. HAS TWO SEPARATE CONFLICT OF INTEREST PROCEDURES; ONE THAT RELATES TO BOARD MEMBERS AND ANOTHER THAT RELATES TO NON-BOARD MEMBER EMPLOYEES. BOTH GROUPS ARE REQUIRED ON AN ANNUAL BASIS TO COMPLETE, SIGN AND FILE AN ANNUAL DISCLOSURE STATEMENT DETAILING EXISTING OR POTENTIAL CONFLICTS OF INTEREST. DISCLOSURE REQUIREMENTS OF BOARD AND COMMITTEE MEMBERS PRIOR TO ANY AND ALL BOARD OR COMMITTEE MEETINGS, EACH BOARD/COMMITTEE MEMBER SHALL REVIEW THE MEETING AGENDA FOR ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST. IN THE EVENT AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST ASSOCIATED WITH ANY AGENDA ITEM IS CONCLUDED BY A BOARD COMMITTEE MEMBER AFTER SUCH REVIEW, THE IMPACTED BOARD/COMMITTEE MEMBER SHALL INFORM THE BOARD/COMMITTEE CHAIRPERSON OF THE CONFLICT IN ADVANCE OF THE MEETING. REQUIRED ACTION AFTER DISCLOSURE OF THE BOARD/COMMITTEE MEMBER'S ACTUAL OR POTENTIAL CONFLICT TO THE BOARD/COMMITTEE CHAIRPERSON AS SET FORTH ABOVE, THE FOLLOWING PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST WILL BE ADHERED TO BY EACH BOARD AND ALL COMMITTEES WITHOUT EXCEPTION: 1. THE BOARD/COMMITTEE CHAIRPERSON SHALL, UPON DISCLOSURE BY AN IMPACTED BOARD/COMMITTEE MEMBER, HAVE THE DISCRETION (BASED UPON THE SEVERITY OF THE ACTUAL OR POTENTIAL CONFLICT) TO EXCUSE THE IMPACTED BOARD/COMMITTEE MEMBER FROM THE BOARD/COMMITTEE DISCUSSIONS ON THAT AGENDA ITEM. 2. REGARDLESS OF WHETHER THE IMPACTED BOARD/COMMITTEE MEMBER IS ASKED TO LEAVE THE ROOM DURING THE AGENDA ITEM DISCUSSION, THE BOARD/COMMITTEE CHAIRPERSON SHALL NOTIFY ALL BOARD/COMMITTEE MEMBERS OF THE ACTUAL OR POTENTIAL CONFLICT OF INTEREST SO EVERYONE IS AWARE OF THE SAID CONFLICT BEFORE ANY DISCUSSIONS AND/OR VOTE ON THE MATTER. 3. THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE BAYCARE ENTITY CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM AN INDIVIDUAL OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. 4. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY AVAILABLE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE BAYCARE ENTITY'S BEST INTEREST AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO BAYCARE. AN INTERESTED BOARD/COMMITTEE MEMBER SHALL NOT VOTE, PARTICIPATE IN, INFLUENCE, OR ATTEMPT TO INFLUENCE ANY DETERMINATION OR PROCEEDINGS. AS REQUESTED BY THE BOARD/COMMITTEE CHAIRPERSON, THE INTERESTED BOARD/COMMITTEE MEMBER MAY, HOWEVER, RESPOND TO QUESTIONS POSED BY THE BOARD/COMMITTEE REGARDING THE CONTRACT OR TRANSACTION. ANY SUCH CONTRACT OR TRANSACTION MUST BE AUTHORIZED BY A VOTE OF AT LEAST TWO-THIRDS (2/3) OF THE BOARD/COMMITTEE MEMBERS ENTITLED TO VOTE AT A MEETING AT WHICH A QUORUM WAS PRESENT. ANY INTERESTED BOARD/COMMITTEE MEMBER MAY NOT BE COUNTED IN DETERMINING THE EXISTENCE OF A QUORUM. 5. THE MINUTES OF THE BOARD AND ALL COMMITTEES SHALL REFLECT THE FOLLOWING: A. THE NAME(S) OF THE BOARD/COMMITTEE MEMBER(S) WHO DISCLOSED OR WAS OTHERWISE FOUND TO HAVE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE ACTUAL OR POSSIBLE CONFLICT OF INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE BOARD/COMMITTEE CHAIRPERSON'S DECISION AS TO WHETHER A CONFLICT OF INTEREST, IN FACT, EXISTED. B. THE NAMES OF THE BOARD/COMMITTEE MEMBERS 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 ON THE SUBJECT AT ISSUE. C. THE INTERESTED BOARD/COMMITTEE MEMBER'S REMOVAL FROM THE ROOM (IF REQUESTED BY THE CHAIRPERSON), EXCLUSION FROM VOTING AND PARTICIPATION IN DISCUSSIONS, AND THE EXISTENCE OF A PROPER QUORUM. FOR EMPLOYEES, THE REVIEW OF CONFLICTS OF INTEREST OR POTENTIAL CONFLICTS GOES TO THE CONFLICT OF INTEREST DETERMINATION COMMITTEE. THIS COMMITTEE CONSISTS OF THE BAYCARE CHIEF COMPLIANCE OFFICER, THE CORPORATE RESPONSIBILITY OFFICERS, AND THE BAYCARE CHIEF TEAM RESOURCES OFFICER. THIS COMMITTEE SHALL DETERMINE IF AN ACTUAL CONFLICT EXISTS AND ANY ACTION REQUIRED TO ADDRESS THE CONFLICT OF INTEREST SITUATION. Form 990, Part VI, Line 19 Required documents available to the public THE ORGANIZATION'S FINANCIAL STATEMENTS ARE INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS OF ITS AFFILIATE, BAYCARE HEALTH SYSTEM, INC. THE CONSOLIDATED FINANCIAL STATEMENTS OF BAYCARE HEALTH SYSTEM, INC. ARE AVAILABLE THROUGH EMMA FOR BOND INVESTORS. THE ORGANIZATION'S ARTICLES OF INCORPORATION AND AMENDMENTS THERETO ARE MADE AVAILABLE TO THE PUBLIC BY THE FILING OF THOSE DOCUMENTS WITH THE FLORIDA DEPARTMENT OF STATE AND CAN BE LOCATED AT SUNBIZ.ORG. THE ORGANIZATION'S OTHER GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE NOT MADE AVAILABLE TO THE PUBLIC. ST JOSEPH'S HOSPITAL INC 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 336076307 590774199 HEALTH SERVICES FL 501(c)(3) 3 Trinity false ST JOSEPH'S HEALTH CARE CENTER INC 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 336076307 592593686 SUPPORT SERVICES FL 501(c)(3) Type II Trinity false ST JOSEPH'S COMMUNITY CARE INC 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 336076307 593152608 MEDICAL ASST FL 501(c)(3) 10 SJHCC false ST JOSEPH'S ENTERPRISES INC 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 336076307 592822516 HEALTH INVEST FL 501(c)(3) Type II SJHCC false ST JOSEPH'S HOSPITAL OF TAMPA FOUND INC 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 336076307 591100828 FUNDRAISING FL 501(c)(3) Type III-FI SJHCC false SOUTH FLORIDA BAPTIST HOSPITAL 3202 N PARK ROAD PLANT CITY FL 335634303 590594631 MEDICAL SERVICES FL 501(c)(3) 3 NA false ST ANTHONY'S PROFESSIONAL BUILDING & SE 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 336076307 592018848 REAL ESTATE FL 501(c)(3) 10 SJHCC false CARILLON SURGery CeNTeR 900 CARILLON ST PETE FL 337161121 261116740 HEALTH SERVICes FL NA N/A false false HEALTHPOINT MEDICAL GROUP INC 2985 DREW STREET CLEARWATER FL 33759 593244268 Holding Company FL NA C Corporation false false false false false false false false false true true false true false false true false false true true