2024-11-12T11:55:55+00:00 2023-12-31 350921680 CROWE LLP 401 East Las Olas Blvd Suite 1100 Fort Lauderdale FL 333014230 990 2023-01-01 592593686 St Joseph's Health Care Center Inc STJO 8138704942 3003 W Dr Martin Luther King Blvd Tampa FL 33607 Ron Beamon VP, CFO - BayCare Hospital Div 8635338111 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 26144532 false X N/A X 1983 FL St. Joseph's Health Care Center, Inc. will improve the health of all we serve through community-owned health care services that set the standard for high-quality compassionate care. 20 18 125 19 21 0 2739846 4058106 21506484 22086405 0 -1261 21 24245069 26144532 2701667 4058106 0 14976226 14925875 0 0 6567177 7160552 24245070 26144533 -1 -1 466643481 601592110 3554428 3553376 463089053 598038734 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, St. Joseph's Health Care Center 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 18584758 4058106 22086405 Management of long range health objectives and coordination of shared services and borrowings for St. Joseph's hospital, Inc. and related entities. 18584758 true true false true false false false false false true false false true true true false true false false false false false false false false false true false true false false false false false false false false false false false false false true true true false false true X 0 0 125 true false false false false false false false false false false false false X 20 18 false false false false true true true true true false false true true true true true true false false false X JANICE POLO 7278208021 2985 Drew Street Clearwater FL 33759 DOUGLAS MCFADDEN TRUSTEE/VICE CHAIR & SEC 1.0 2.0 X X 0 0 0 KIMBERLY GUY TRUSTEE/Chief Operating Officer 8.0 39.0 X X 1046196 0 93501 RALPH GARCIA TRUSTEE/CHAIR (until Dec 2023) 1.0 3.0 X X 0 0 0 SEAN BUTLER TRUSTEE/TREASURER 1.0 2.0 X X 0 0 0 AVRIL CHIN FATT TRUSTEE 1.0 3.0 X 0 0 0 CARLOS LAMOUTTE TRUSTEE (eff Feb 2023) 1.0 2.0 X 0 0 0 DION SAMERSON TRUSTEE (eff Feb 2023) 1.0 2.0 X 0 0 0 DONNA JORDAN TRUSTEE 1.0 3.0 X 0 0 0 JENNIFER BROWN KING TRUSTEE 1.0 2.0 X 0 0 0 JERILYN REED TRUSTEE 1.0 2.0 X 0 0 0 JOHN DICKS TRUSTEE 1.0 3.0 X 0 0 0 KATHERINE DIERKS TRUSTEE 1.0 2.0 X 0 0 0 LAUREN WEINER TRUSTEE 1.0 3.0 X 0 0 0 LINDELL BUSCIGLIO TRUSTEE (eff Feb 2023) 1.0 10.0 X 0 21650 0 LORI BAGGETT TRUSTEE (eff Feb 2023) 1.0 2.0 X 0 0 0 LORI YARBROUGH TRUSTEE 1.0 2.0 X 0 0 0 MATTHEW RICE TRUSTEE 1.0 2.0 X 0 0 0 MOSHARRAF HOSSAIN TRUSTEE (eff Feb 2023) 1.0 2.0 X 0 0 0 RICHARD GLORIOSO TRUSTEE (until Dec 2023) 1.0 2.0 X 0 0 0 Sr PATRICIA SHIRLEY TRUSTEE 1.0 4.0 X 0 0 0 STEPHEN MENDOZA TRUSTEE 1.0 2.0 X 0 0 0 YVONNE FRY TRUSTEE 1.0 3.0 X 0 0 0 RONALD BEAMON VP, CFO BAYCARE HOSP DIV 1.0 59.0 X 0 675010 113177 PHILIP MINDEN PRESIDENT OF ST. JOSEPH'S HOSPITAL (eff April 2023) 1.0 45.0 X 563315 0 48226 CRYSTIN TIRONE DIRECTOR CHIEF MEDICAL OFFICER - SJW, SJC 45.0 0 X 378743 0 55789 JOANNE MAYERS VP PATIENT SVCS/CNO - EAST 45.0 0 X 479633 0 62733 KAREN KERR PRESIDENT SFBH & BRMC 5.0 42.0 X 538458 0 66458 NATHANIEL MALCOLM PRESIDENT OF ST. JOSEPH'S HOSPITAL (until April 2023) 1.0 46.0 X 508014 0 14204 THOMAS GARTHWAITE PRESIDENT WINTER HAVEN HOSPITAL 1.0 45.0 X 462028 0 101930 CARL TREMONTI FORMER VP, CFO BAYCARE HOSP DIV 0.0 54.0 X 0 761886 68614 3976387 1458546 624632 25 true true false YES HIM CONSULTING INC 11701 BELCHER RD S STE 111 LARGO FL 33773 consulting services 2020420 CHARTS IN TIME INC 14538 MIDDLEFIELD LN ODESSA FL 33556 coding support services 1582023 AQUITY SOLUTIONS LLC 125 EDINBURGH S DR STE 310 CARY NC 27511 consulting services 470070 DELIVERHEALTH SOLUTIONS LLC 2450 RIMROCK RD STE 201 MADISON WI 53713 software support 381105 NUANCE COMMUNICATIONS INC PO BOX 2561 CAROL STREAM IL 601322561 software support 249124 9 4058106 4058106 MANAGEMENT FEES 561000 22043969 22043969 RENTAL INCOME FROM AFFILIATES 561000 42436 42436 0 0 0 0 22086405 0 0 0 0 Other 621000 21 21 0 0 0 0 21 26144532 22086405 21 0 X 4058106 4058106 1751239 611541 1139698 10409126 5605116 4804010 677319 370042 307277 1402727 821932 580795 685464 357554 327910 24934 24934 5439512 5332907 106605 0 37714 26425 11289 296197 293700 2497 302245 182503 119742 58751 32765 25986 123966 123966 TRANSCRIPTION 650764 650764 RECRUITMENT 121776 30500 91276 Medical Supplies 37183 37183 Repairs & Maintenance 21193 21193 46317 28561 17756 0 26144533 18584758 7559775 0 0 0 154051 85977 35327377 27069853 8399409 8257524 0 25522883 28889390 432567138 564359219 466643481 601592110 3246746 3165368 0 254054 236402 53628 151606 3554428 3553376 X 446083261 579172587 17005792 18866147 463089053 598038734 466643481 601592110 X -1 134949682 X false true X true false X X 1 ST JOSEPH'S HOSPITAL INC 590774199 3 false 3703174 14651717 1 3703174 14651717 false false false false false false false false false false false false false false false true Schedule A, Part IV, Section A, Line 1 Supported Orgs Listed By Name PER ITS ARTICLES, THE ORGANIZATION WILL SUPPORT OTHER public charitable corporations that further, promote, and support the benevolent and charitable mission of the Roman Catholic Church, provided that such organizations qualify for exemption under SECTION 501(c)(3) OF THE INTERNAL REVENUE CODE. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false true false false false false true 16000 false false 16000 false Schedule C, Part II-B, Line 1 DETAILED DESCRIPTION OF THE LOBBYING ACTIVITY Lines 1b, 1g. Lobbying activities were performed by employees concerning healthcare issues. 7817011 7817011 79342 65237 14105 27431024 27004616 426408 8257524 DUE FROM AFFILIATES DUE FROM AFFILIATES 564359219 564359219 CHILDCARE PAYABLE Long Term Incentive Plan PAYABLE 151606 151606 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. true ST JOSEPH'S HOSPITAL INC 3001 W DR Martin Luther King JR Tampa FL 33607 590774199 501(C)(3) 3703174 Hospital Support Baycare Medical Group Inc 3503 E Frontage Road Tampa FL 33607 593140335 501(C)(3) 303000 Hospital Support Baycare Behavioral Health Inc 7809 Massachusetts Avenue New Port Richey FL 34653 591371752 501(C)(3) 37500 Hospital Support Baycare Health System Inc 2985 Drew Street Clearwater FL 33759 592796965 501(C)(3) 14432 Hospital Support 4 0 Schedule I, Part I, Line 2 Procedures for monitoring use of grant funds. ST. JOSEPH'S HEALTH CARE CENTER, INC. IS COMMITTED TO ASSISTING NON-PROFIT ORGANIZATIONS WHOSE FOCUS IS TO IMPROVE THE HEALTH AND WELLNESS OF THE COMMUNITIES WE SERVE. EACH CASH DONATION REQUEST IS REVIEWED BY ST. JOSEPH'S HEALTH CARE CENTER, INC.'S SENIOR MANAGEMENT TEAM TO DETERMINE WHETHER THE ORGANIZATION IS ONE WE WANT TO DONATE TO, BASED ON THE ORGANIZATION'S MISSION, NON-PROFIT STATUS, AND USAGE OF FUNDS. ONCE APPROVED, WE REQUIRE PROPER DOCUMENTATION FROM THE ORGANIZATION OF ITS NON-PROFIT STATUS, AND AS NEEDED, FOLLOW-UP WITH THE ORGANIZATION TO ENSURE THE ACTIVITY OCCURRED. X true true true true false false false false false false false KIMBERLY GUY TRUSTEE/Chief Operating Officer 626058 0 215976 0 204163 0 58919 0 34582 0 1139698 0 0 0 CARL TREMONTI FORMER VP, CFO BAYCARE HOSP DIV 0 444831 0 158167 0 158887 0 54411 0 14203 0 830500 0 0 RONALD BEAMON VP, CFO BAYCARE HOSP DIV 0 417337 0 149228 0 108445 0 72236 0 40941 0 788187 0 0 PHILIP MINDEN PRESIDENT OF ST. JOSEPH'S HOSPITAL (eff April 2023) 370722 0 97099 0 95494 0 32506 0 15720 0 611541 0 0 0 THOMAS GARTHWAITE PRESIDENT WINTER HAVEN HOSPITAL 288306 0 84472 0 89250 0 57853 0 44077 0 563958 0 0 0 KAREN KERR PRESIDENT SFBH & BRMC 279493 0 112164 0 146802 0 31492 0 34966 0 604916 0 0 0 NATHANIEL MALCOLM PRESIDENT OF ST. JOSEPH'S HOSPITAL (until April 2023) 105072 0 20522 0 382421 0 1212 0 12993 0 522219 0 0 0 JOANNE MAYERS VP PATIENT SVCS/CNO - EAST 304532 0 108432 0 66669 0 35016 0 27717 0 542366 0 0 0 CRYSTIN TIRONE DIRECTOR CHIEF MEDICAL OFFICER - SJW, SJC 341290 0 36618 0 835 0 16500 0 39289 0 434532 0 0 0 Schedule J, Part I, Line 1a Housing allowance or residence for personal use In 2023, Nathaniel Malcolm received a housing allowance to support relocation to our service area. The allowance was both taxable and time limited. 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 4a Severance or change-of-control payment Nathaniel Malcolm received a severance payment in the amount of $360,006 during 2023. 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. 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. 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. 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. Karen Kerr - Participated in a supplemental nonqualified deferred compensation plan. She had $50,656 in benefits vest in 2023. This amount is included in Part II (B)(iii) Other compensation. The plan made cash distribution of $19,933 in 2023. Joanne Mayers - Participated in a supplemental nonqualified deferred compensation plan. She had $34,750 in benefits vest in 2023. This amount is included in Part II (B)(iii) Other Compensation. She had $26,447 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 $13,674 in 2023. Philip Minden - Participated in a supplemental nonqualified deferred compensation plan. He had $47,645 in benefits vest in 2023. This amount is included in Part II (B)(iii) Other Compensation. He had $16,006 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 $18,748 in 2023. Thomas Garthwaite - Participated in a supplemental nonqualified deferred compensation plan. He had $35,406 of nonvested benefits accrue during 2023. This amount is included in Part II (C) Retirement and other deferred compensation. Nathaniel Malcolm - Participated in a supplemental nonqualified deferred compensation plan. He had $6,751 in benefits vest in 2023. This amount is included in Part II (B)(iii) Other compensation. The plan made cash distribution of $6,751 in 2023. Form 990, Part V, Line 1a Number in Box 3 of 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 1a Delegate broad authority to a committee The organization has committees with authority to make decisions and/or act in regard to specific matters. The composition and scope of authority for any such committees are described in the organization's governing documents. Form 990, Part VI, Line 6 Classes of members or stockholders TRINITY HEALTH, AN INDIANA NONPROFIT CORPORATION IS THE SOLE MEMBER OF ST. JOSEPH'S HEALTH CARE CENTER, INC. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body DESIGNATION AND ELECTION OF TRUSTEES. (A) THE REGIONAL MINISTER OF THE SPONSORING ORGANIZATION AND THE PRESIDENT OF THE CORPORATION SHALL SERVE AS EX-OFFICIO TRUSTEES OF THE CORPORATION ("EX-OFFICIO TRUSTEES"). (B) ALL OTHER TRUSTEES SHALL BE APPOINTED BY THE BOARD OF DIRECTORS OF TRINITY HEALTH (THE "APPOINTED TRUSTEE") PURSUANT TO THE FOLLOWING PROCEDURE: (I) THE CHAIRMAN OF THE BOARD OF TRUSTEES OF THE CORPORATION SHALL APPOINT A NOMINATING COMMITTEE OF AT LEAST THREE (3) PERSONS; (II) THE NOMINATING COMMITTEE SHALL RECEIVE NAMES OF CANDIDATES FOR POTENTIAL TRUSTEES, PRESENT THE NAMES TO THE BOARD OF TRUSTEES OF THE CORPORATION; (III) THE TRUSTEES SHALL REVIEW THE CANDIDATES RECOMMENDED BY THE NOMINATING COMMITTEE AND SUBMIT ITS RECOMMENDATIONS TO THE BOARD OF DIRECTORS OF TRINITY HEALTH; (IV) THE BOARD OF DIRECTORS OF TRINITY HEALTH SHALL REVIEW THE RECOMMENDATIONS OF THE TRUSTEES AND EITHER APPOINT THE INDIVIDUALS RECOMMENDED TO SERVE AS TRUSTEES OR REQUEST ADDITIONAL RECOMMENDATIONS FROM THE NOMINATING COMMITTEE. 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. TRINITY HEALTH SHALL RESERVE TO ITSELF IN ITS CAPACITY AS THE CORPORATE MEMBER OF THE CORPORATION THE FOLLOWING TWO CATEGORIES OF ACTIONS: CLASS I MEMBER RESERVED RIGHTS AND CLASS II MEMBER RESERVED 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 THE CLOSURE OF A HOSPITAL FACILITY OF THE CORPORATION. 4. APPROVAL OF ANY SALE, LONG TERM LEASE, MORTGAGE, ENCUMBRANCE OR DISPOSITION OF PROPERTY OF THE CORPORATION CONSTITUTING AN 'ALIENATION' UNDER PRINCIPLES OF CANON LAW. 5. APPROVAL OF MATTERS RELATING TO THE IMPLEMENTATION OF AND COMPLIANCE WITH THE ETHICAL AND RELIGIOUS DIRECTIVES. 6. CHANGE IN THE NAME OF THE HOSPITAL FACILITY OF THE CORPORATION. 7. 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 THE MEMBER. 8. 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 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 ST. JOSEPH'S HEALTH CARE CENTER, 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. Form 990, Part IX, Line 11g Other Fees MEDICAL RECORDS CODING - Total Expense: 4576600, Program Service Expense: 4576600, Management and General Expenses: , Fundraising Expenses: ; OUTSIDE SERVICES - Total Expense: 735879, Program Service Expense: 636609, Management and General Expenses: 99270, Fundraising Expenses: ; PROFESSIONAL FEES - Total Expense: 106498, Program Service Expense: 106498, Management and General Expenses: , Fundraising Expenses: ; Other - Total Expense: 20535, Program Service Expense: 13200, Management and General Expenses: 7335, Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; Form 990, Part XI, Line 9 Other changes in net assets or fund balances CHANGE IN NET ASSETS OF FOUNDATION - 7424682; NET ASSETS TRANSFERS PER JOA - XXX-XX-XXXX; ST JOSEPH'S HOSPITAL INC 3001 W DR MLK JR BLVD TAMPA FL 336076307 590774199 HEALTH SERVICES FL 501(c)(3) 3 Trinity false ST JOSEPH'S COMMUNITY CARE INC 3001 W DR MLK JR BLVD TAMPA FL 336076307 593152608 MEDICAL ASSISTANCE FL 501(c)(3) 10 SJHCC true 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 MLK JR BLVD TAMPA FL 336076307 592018848 REAL ESTATE FL 501(c)(3) 10 SJHCC true FRANCISCAN PROPERTIES INC 3001 W DR MLK JR BLVD TAMPA FL 336076307 592822519 SUPPORTS SJH FL 501(c)(3) Type II SJHCC true ST JOSEPH'S ENTERPRISES INC 3001 W DR MLK JR BLVD TAMPA FL 336076307 592822516 HEALTH INVEST FL 501(c)(3) Type II SJHCC true ST JOSEPH'S HOSPITAL OF TAMPA FOUND INC 3001 W DR MLK JR BLVD TAMPA FL 336076307 591100828 FUNDRAISING FL 501(c)(3) Type III-FI SJHCC true Trinity Health Corporation 20555 Victor Parkway Livonia MI 48152 351443425 health care system management IN 501(c)(3) Type II NA false CARILLION SURGERY CENTER 900 CARILLION PKWY ST PETERSBURG 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 SJHCC C Corporation 0 11649595 1 true true true true true false false false false false true true true true false true false false true true St Joseph's Enterprises Inc A 42436 FMV ST JOSEPH'S HOSPITAL FOUNDATION C 4058106 FMV FRANCISCAN PROPERTIES INC K 76020 FMV FRANCISCAN PROPERTIES INC L 2452858 FMV ST JOSEPH'S HOSPITAL FOUNDATION R 266214 FMV FRANCISCAN PROPERTIES INC S 159248 FMV