2025-05-14T12:51:17+00:00 2024-06-30 861065772 Deloitte Tax LLP 50 S 6th St Suite 2800 Minneapolis MN 554021844 990 2023-07-01 363370216 Copley Ventures Inc co RUSH COPLEY MEDICAL CENTER COPL 6309786200 2000 OGDEN AVENUE AURORA IL 605044206 JOHN DIEDERICH PRESIDENT & CEO 6309784941 2025-05-14 true Anna Kolakaluri P01275237 6123974000 2025-05-14 2023 2025-03-06 01:10:19Z JOHN DIEDERICH 2000 OGDEN AVENUE AURORA IL 605044206 5354719 false X WWW.RUSHCOPLEY.COM X 1985 IL TO IMPROVE THE HEALTH OF THE INDIVIDUALS AND DIVERSE COMMUNITIES WE SERVE THROUGH THE INTEGRATION OF OUTSTANDING PATIENT CARE, EDUCATION, RESEARCH AND COMMUNITY PARTNERSHIPS. 4 0 152 4 4255 0 0 4681028 5301426 62 75 -214538 -220197 4466552 5081304 0 0 1972805 2274291 0 0 2446218 2441714 4419023 4716005 47529 365299 37427317 41400231 52655967 56263582 -15228650 -14863351 TO IMPROVE THE HEALTH OF THE INDIVIDUALS AND DIVERSE COMMUNITIES WE SERVE THROUGH THE INTEGRATION OF OUTSTANDING PATIENT CARE, EDUCATION, RESEARCH AND COMMUNITY PARTNERSHIPS. false false 3973727 5297171 COPLEY VENTURES, INC. ("CV") HOLDS TITLE TO PROPERTY FOR RENTAL PURPOSES. CV LEASES AND OPERATES OUTPATIENT CLINICS AND MEDICAL OFFICE BUILDINGS. CV OWNS THE RUSH-COPLEY HEALTHPLEX ("HEALTHPLEX"), WHICH IS A HEALTH AND FITNESS CENTER PROVIDING PREVENTIVE MEDICINE AND WELLNESS EDUCATION TO THE GENERAL PUBLIC. THE HEALTHPLEX OFFERS THE LATEST IN EXERCISE EQUIPMENT AND A STAFF OF CERTIFIED AND DEGREED PROFESSIONALS. THE HEALTHPLEX IS EQUIPPED WITH A THERAPY POOL AND EXERCISE EQUIPMENT TO REHABILITATE PATIENTS RANGING FROM CARDIAC PATIENTS TO PATIENTS WHO HAVE SPORTS INJURIES. THE HEALTHPLEX OFFERS A WIDE VARIETY OF ACTIVITIES TO MEMBERS OF ALL AGES AND ALL FITNESS LEVELS. THE HEALTHPLEX HAS DEVELOPED WELLNESS PROGRAMS AND SUPPORT GROUPS TO HELP MEMBERS ADJUST BOTH MENTALLY AND PHYSICALLY TO DIFFERENT HEALTH PROBLEMS. THE FOLLOWING IS A SAMPLE OF PROGRAMS OFFERED AT THE HEALTHPLEX: PRE AND POST NATAL EXERCISE CLASSES ARE PROVIDED TO EDUCATE THE COMMUNITY AND MAKE THEM AWARE OF OTHER SERVICES PROVIDED BY RUSH COPLEY MEDICAL CENTER AND AFFILIATED ORGANIZATIONS. WELLNESS PROGRAMS ENCOURAGE PARTICIPANTS TO IMPROVE THEIR HEALTH THROUGH EDUCATION AND ACTIVITIES. RECENT OFFERINGS INCLUDE: CPR, ARTHRITIS FOUNDATION AQUATIC PROGRAM, WATER EXERCISES, EXERCISE FOR THE BUSINESS & VACATION TRAVELER, AND INJURY PREVENTION FOR THE ATHLETE. THE HEALTHPLEX HAS ALSO ESTABLISHED YOUTH PROGRAMS TO HELP CHILDREN DEVELOP MOTOR SKILLS, WHILE INTRODUCING THEM TO NUTRITION AND INTERDISCIPLINARY STUDIES. THESE PROGRAMS ENCOURAGE DEVELOPMENT OF PERSONAL, SOCIAL, HEALTH, AND WELLNESS SKILLS THAT WILL LEAD TO LIFE-LONG PHYSICAL ACTIVITY. RECENT OFFERINGS INCLUDE: KIDS CARDIO, KIDS FITNESS CLASS, EXERCISE YOUR HEART, HEALTHY OPPORTUNITIES TOGETHER, AND KIDS POWER. 3973727 true false false false false false false false false true false false true true false 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 true true true true false false true 0 0 152 true true true false false false false false false false false false false false X 4 0 true true true false true true true true true false false true true true true true true false false false IL X JOHN DIEDERICH 6309784941 2000 OGDEN AVENUE AURORA IL 605044206 Brenda Van Wyhe SR. VP FINANCE & CFO/TREASURER 1.0 42.0 X X 0 1430687 34143 John Diederich MA MBA FACHE President & CEO/Director 1.0 43.0 X X 0 1397127 44392 Mary F Shilkaitis SR VP Operations & COO 1.0 40.0 X X 0 576730 30288 Ryan Asmus END 0224 VP, GENERAL COUNSEL/SECRETARY 1.0 42.0 X X 0 430209 544433 Mike Lange MANAGER OF TENNIS 40.0 0 X 118052 0 25988 118052 3834753 679244 1 false true false Power Maintenance Service Inc 95 Randall Street Elk Grove Village IL 60007 Housekeeping 296025 1 0 HEALTHPLEX REVENUE 713940 4941186 4936931 4255 AFFILIATE RENTAL REV. 531120 360240 360240 0 0 0 0 5301426 75 75 53218 273415 -220197 0 -220197 -220197 0 0 0 0 0 0 0 5081304 5297171 4255 -220122 1933940 1568319 365621 340351 270963 69388 0 0 0 0 300408 300408 1048059 1045682 2377 500111 498060 2051 10 10 PURCHASED SERVICES 517373 515251 2122 OTHER OPERATING EXPENSE 75452 75452 EMPLOYEE RELATIONS 301 301 0 0 0 0 4716005 3973727 742278 0 74554 24572 50007 50006 0 0 9976 105634 0 0 0 0 0 0 93085 91071 39988916 17451854 20385286 22537062 0 0 0 0 16814409 18591886 37427317 41400231 572516 541973 0 0 213132 242918 0 0 0 0 0 0 51870319 55478691 52655967 56263582 -15228650 -14863351 -15228650 -14863351 37427317 41400231 365299 0 X false true X true false X 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0.0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0.0 0 0.0 X 0 0 0 0 0 0 Schedule A, Part I, Line 3 PUBLIC CHARITY STATUS COPLEY VENTURES, INC. IS EXEMPT AS A HOSPITAL UNDER INTERNAL REVENUE CODE SECTION 170(B)(1)(A)(III); HOWEVER, IT IS NOT A HOSPITAL AS DEFINED BY FORM 990, SCHEDULE H INSTRUCTIONS. 11297740 11297740 16049681 9469077 6580604 1389253 487079 902174 1544642 1321882 222760 9707600 6173816 3533784 22537062 RIGHT OF USE ASSET 89258 DUE FROM RELATED PARTIES 18502628 18591886 DUE TO AFFILIATES 55415157 LONG TERM DEFERRED RENT OBLIGATION 63534 55478691 true true false false false false false false false Ryan Asmus END 0224 VP, GENERAL COUNSEL/SECRETARY 0 355696 0 69012 0 5501 0 544433 0 0 0 974642 0 0 John Diederich MA MBA FACHE President & CEO/Director 0 750625 0 179821 0 466681 0 11250 0 33142 0 1441519 0 0 Mary F Shilkaitis SR VP Operations & COO 0 411235 0 93338 0 72157 0 6972 0 23316 0 607018 0 0 Brenda Van Wyhe SR. VP FINANCE & CFO/TREASURER 0 462292 0 105005 0 863390 0 11250 0 22893 0 1464830 0 167602 Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation COPLEY MEMORIAL HOSPITAL, A RELATED ORGANIZATION OF COPLEY VENTURES, USED THE FOLLOWING METHODS TO DETERMINE THE COMPENSATION OF THE ORGANIZATION'S CEO/EXECUTIVE DIRECTOR: - COMPENSATION COMMITTEE - INDEPENDENT COMPENSATION CONSULTANT - FORM 990 OF OTHER ORGANIZATIONS - COMPENSATION SURVEY OR STUDY - APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. Schedule J, Part I, Line 4a Severance or change-of-control payment RYAN ASMUS, VP GENERAL COUNSEL, SIGNED A $544,433 SEVERANCE AGREEMENT IN 2024 PAYABLE IN 2024 & 2025. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan CMH OFFERS A SUPPLEMENTAL RETUREMENT PLAN TO CERTAIN EMPLOYEES WHO PARTICIPATE IN THE EXECUTIVE BENEFITS PROGRAM. THERE IS NO CONSTRUCTIVE RECEIPT OF THESE AMOUNTS BY THE INDIVIDUALS UNTIL THEY ARE PAID OUT AS THEY ARE SUBJECT TO A SUBSTANDTIAL RISK OF FORFEITURE UNTIL INDIVIDUALS MEET THE REQUIRED VESTING PERIOD. ONCE VESTED, PAYOUTS WOULD BE INCLUDED AS REPOSTABLE COMPENSATION ON THE RECIPIENTS ANNUAL FORM W-2. THE AMOUNTS PAID OUT OF THIS PLAN IN 2023 WERE AS FOLLOWS: BRENDA VAN WYHE - $853,818, JOHN DIEDERICH - $461,317, MARY SHILKAITIS - $61,974 Form 990, Part VI, Line 15 PART VI, LINE 15 THE CEO/VPS OF THE ORGANIZATION AND KEY SENIOR MANAGEMENT ARE COMPENSATED BY COPLEY MEMORIAL HOSPITAL. COPLEY MEMORIAL HOSPITAL FOLLOWS A COMPENSATION APPROVAL PROCEDURE ANNUALLY THAT INVOLVES APPROVAL OF PROPOSED AND FINAL COMPENSATION ARRANGEMENTS BY ITS COMPENSATION COMMITTEE AND FULL BOARD OF DIRECTORS USING COMPARABILITY DATA, AS WELL AS CONTEMPORANEOUS DOCUMENTATION OF COMPENSATION DECISIONS IN MINUTES. Form 990, Part VI, Line 2 Family/business relationships amongst interested persons MANY OF THE PERSONS LISTED ON PART VII HAVE A "BUSINESS RELATIONSHIP" WITH EACH OTHER BY VIRTUE OF THEIR EMPLOYMENT AND/OR SITTING ON RELATED RUSH COPLEY MEDICAL CENTER ENTITY BOARDS - Business relationship Form 990, Part VI, Line 3 Delegation of management duties RESERVED POWERS OVER CERTAIN MANAGEMENT DUTIES HAVE BEEN DELEGATED TO RUSH UNIVERSITY SYSTEM FOR HEALTH ("RSH") AS THE PARENT ENTITY FOR THE RUSH SYSTEM. THESE DUTIES INCLUDE APPROVING VARIOUS RCMC ACTIONS, INCLUDING RCMC'S OPERATING BUDGET AND CERTAIN TRANSACTIONS, APPOINTMENT OF CERTAIN RCMC EXECUTIVES, APPOINTMENT OF RCMC'S BOARD MEMBERS, ETC. Form 990, Part VI, Line 4 Significant changes to organizational documents The Copley Ventures Board of Directors (the "CV Board") approved changes to the Bylaws that will work to align the CV Board with best practices for governance, increase efficiencies, and streamline procedures. The over-arching goal is to empower the Rush University System for Health Board of Directors (the "System Board") and Subsidiary Boards for success as they continue to evolve to a more integrated Rush University System for Health. The Executive Summary of proposed CV Board Governance changes are as follows: 1. Section 2.2 was added to each entity's bylaws and itemizes the RCMC Board's Reserved Powers since RCMC is the sole corporate member of each entity; 2. Removed all references to the Audit and Corporate Integrity and Finance Committees in each entity's bylaws as those are committees of the Rush University System for Health Board, operating to provide oversight of those functions for the entire Rush System; added Section 5.1 to allow for ad hoc or special committees, if needed; 3. Section 3.1 was amended to remove the itemized list of General Powers. Form 990, Part VI, Line 6 Classes of members or stockholders RUSH COPLEY MEDICAL CENTER ("RCMC") IS THE SOLE CORPORATE MEMBER OF COPLEY MEMORIAL HOSPITAL, INC. ("CMH"), RUSH COPLEY MEDICAL GROUP, NFP ("RCMG"), COPLEY VENTURES, INC. ("CV"), AND RUSH COPLEY FOUNDATION ("RCF"). Form 990, Part VI, Line 7a Members or stockholders electing members of governing body The CV Board shall consist of not less than fifteen (15) nor more than twenty (20) voting CV Directors, selected from among the RUSH System Trustees, as determined from time to time, by majority vote of the RCMC Board, subject to approval by the RUSH System Board. The Corporation's Chief Executive Officer shall serve as an adviser to the CV Board. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders The following rights and powers are reserved to the Member (collectively, the "Reserved Powers"), which shall be effectuated through the action of the Member's board of directors on its own action or through its committees as set forth in the Member's amended and restated articles of incorporation or the Member Bylaws: (1) Recommend annual operating and capital budgets and long-term financial plans and capital priorities of the Corporation to the RUSH System Board for approval; (2) Annually review the performance, compensation and terms of employment of the Corporation's Chief Executive Officer; (3) Approve credentialing of medical staff and quality of care policies and procedures applicable to the Corporation; (4) Approve fundraising goals and policies of the Corporation; (5) During the Transitional Period (as defined in the RUSH System Bylaws), nominate three (3) individuals, including the RCMC Chairperson, to the RUSH System Board, subject to approval by the RUSH System Board; (6) Recommend nominees for membership to the RCMC Board, subject to approval by the RUSH System Board, and appoint the members, chairpersons, and vice-chairpersons of the RCMC Committees; (7) Recommend nominees for membership to the RUSH System Committees, RUSH System Trustees Advisory Body, and RUSH Councils, subject to approval by the RUSH System Board; (8) Recommend amendments to the RCMC Bylaws, subject to approval by the RUSH System Board, and to the RCMC committee charters; (9) Review and approve the Corporation's community benefit plans and monitor the same; (10) Monitor the Corporation's Investments; and (11) Monitor the Corporation's strategic plan. Form 990, Part VI, Line 11b Review of form 990 by governing body THE FORM 990 TAX RETURN IS PREPARED BY OUR ORGANIZATION AND REVIEWED BY OUR EXTERNAL TAX ADVISOR. A DRAFT OF THE FORM 990 IS PROVIDED TO MANAGEMENT FOR REVIEW AND COMMENT. THE BOARD OF DIRECTORS IS PROVIDED WITH AN APPROVED COPY OF THE FORM 990 BEFORE IT IS FILED. Form 990, Part VI, Line 12c Conflict of interest policy ANNUALLY, BOARD MEMBERS, DIRECTORS, MANAGEMENT TEAM (ADMINISTRATION, DIRECTORS AND MANAGERS) AND OTHER KEY EMPLOYEES OF RUSH COPLEY MEDICAL CENTER AND SUBSIDIARIES ("RCMC") ARE REQUIRED TO SUBMIT A CONFLICT OF INTEREST DISCLOSURE STATEMENT TO DISCLOSE ANY PERSONAL OR BUSINESS INTERESTS THAT MAY GIVE RISE TO A CONFLICT WITH THE WORK THEY DO FOR RCMC. THE DISCLOSURES ARE SUBMITTED AND REVIEWED BY THE CORPORATE INTEGRITY OFFICER, WHO IS AN EMPLOYEE OF COPLEY MEMORIAL HOSPITAL BUT REPRESENTS RUSH COPLEY MEDICAL CENTER AND SUBSIDIARIES, AND A REPORT IS SUBMITTED TO THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF RCMC. THOSE KEY PERSONNEL WITH CONFLICTS ARE ADVISED TO RECUSE THEMSELVES FROM PARTICIPATING IN DECISION-MAKING RELATED TO THE CONFLICT. Form 990, Part VI, Line 19 Required documents available to the public FORM 990 IS AVAILABLE UPON REQUEST. THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS OR CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC. COPIES OF THE FINANCIAL STATEMENTS (WHETHER OR NOT AUDITED) ARE PROVIDED UPON REASONABLE REQUEST SUCH AS FOR A BANK LOAN OR TO A BOND RATING AGENCY. Form 990, Part XII, Line 2a PART XII, LINE 2A & B ALTHOUGH THE ORGANIZATION DOES NOT RECEIVE STAND ALONE GAAP FINANCIAL STATEMENTS IT DOES RECEIVE ON AN ANNUAL BASIS FROM INDEPENDENT AUDITORS CONSOLIDATED ENTITY GAAP FINANCIAL STATEMENTS (AUDITED) FOR ITSELF AND ITS AFFILIATES. 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