2021-05-17T13:41:19-05:00 2020-06-30 381357951 PLANTE & MORAN PLLC 27400 NORTHWESTERN HIGHWAY SOUTHFIELD MI 48034 990 2019-07-01 832236308 MSU HEALTH CARE INC MSUH 5173533143 3610 FOREST ROAD NO C LANSING MI 48910 SETH CIABOTTI CEO 5173533143 2021-05-14 1 DAVID LOWENTHAL P00378651 2483522500 2021-05-10 2019 2022-09-23 18:48:47Z ANNETTE CAWLEY 3610 FOREST ROAD NO C LANSING MI 48910 337367 0 X WWW.HEALTHCARE.MSU.EDU X 2018 MI TO IMPROVE THE HEALTH OF ALL THE COMMUNITIES WE SERVE.MSU HEALTH CARE AS THE CLINICAL ENTERPRISE OF MICHIGAN STATE UNIVERSITY'S HUMAN HEALTH COLLEGES' FOCUS IS TO PROVIDE HEALING AND CARING, FORM JOINT VENTURES AND PARTNERSHIPS AND LEVERAGE OUR EXPANSIVE CLINICAL RESEARCH AND EXPERT EDUCATIONAL STRENGTHS FOR OUR PATIENTS.WE REMAIN DEDICATED TO THE LAND-GRANT MISSION AND VALUES OF MSU, A MEMBER OF THE ASSOCIATION OF AMERICAN UNIVERSITIES AND A TOP 100 RESEARCH INSTITUTION.MSU HEALTH CARE WAS FORMED TO: - FOCUS ON HEALING AND CARING - FORM JOINT VENTURES AND PARTNERSHIPS - LEVERAGE OUR CLINICAL, RESEARCH AND EDUCATION STRENGTHS 9 0 0 0 0 0 6500000 62226 0 242519 2120 32622 0 0 6502120 337367 0 0 0 0 0 0 0 0 0 207727 1036687 207727 1036687 6294393 -699320 6294393 5605003 0 9930 6294393 5595073 TO IMPROVE THE HEALTH OF ALL THE COMMUNITIES WE SERVE. 0 0 97512 0 242519 MSU HEALTH CARE IS A 501(C)(3) NON-PROFIT CORPORATION CREATED TO BE THE CLINICAL ENTERPRISE OF MICHIGAN STATE UNIVERSITY'S COLLEGE OF HUMAN MEDICINE, COLLEGE OF NURSING AND COLLEGE OF OSTEOPATHIC MEDICINE. OUR FOCUS IS TO PROVIDE HEALING AND CARING, FORM JOINT VENTURES AND PARTNERSHIPS AND LEVERAGE OUR EXPANSIVE CLINICAL RESEARCH AND EXPERT EDUCATIONAL STRENGTHS FOR OUR PATIENTS. WE REMAIN DEDICATED TO THE LAND-GRANT MISSION AND VALUES OF MSU, A MEMBER OF THE ASSOCIATION OF AMERICAN UNIVERSITIES AND A TOP 100 RESEARCH INSTITUTION. 97512 1 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 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 9 0 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 0 0 0 0 1 1 MI X ANNETTE CAWLEY 5173533143 3610 FOREST ROAD NO C LANSING MI 48910 NORMAN J BEAUCHAMP JR CHAIR 0.25 59.75 X X 0 680515 148307 ANTHONY AVELLINO DIRECTOR 0.25 59.75 X 0 655411 78000 ANDREA AMALFITANO VICE CHAIR 0.25 59.75 X X 0 510832 87000 BEVERLY J YOUATT DIRECTOR (PART YEAR) 0.25 59.75 X 0 489509 77442 DAVID KAUFMAN TREASURER (PART YEAR) 0.25 59.75 X X 0 425405 72569 FRANCESCA C DWAMENA DIRECTOR 0.25 59.75 X 0 387672 85459 ARON SOUSA DIRECTOR 0.25 59.75 X 0 388226 78043 JOEL GREENBERG TREASURER 0.25 59.75 X X 0 413157 51493 JED G MAGEN DIRECTOR 0.25 59.75 X 0 293386 85606 RANDOLPH F RASCH SECRETARY 0.25 59.75 X X 0 240329 37282 ANNETTE CAWLEY CFO, MSU HEALTH CARE INC 30.00 30.00 X 0 199090 57919 DENISE K FERRELL DIRECTOR 0.25 59.75 X 0 169575 31864 SETH CIABOTTI CEO, MSU HEALTH CARE INC 30.00 30.00 X 0 138734 21514 MICHAEL HERBERT CEO, HEALTHTEAM 30.00 30.00 X 0 0 0 0 4991841 912498 0 0 1 0 0 62226 62226 CONTRACT FEES 621110 242519 242519 242519 32622 32622 337367 242519 0 32622 X 159249 159249 742205 97512 644693 4061 4061 48166 48166 80367 80367 249 249 DUES & SUBSCRIPTIONS 1334 1334 MINOR EQUIPMENT 1056 1056 1036687 97512 939175 0 0 705261 6294393 4174742 0 725000 6294393 5605003 0 9930 0 9930 X 6294393 5595073 6294393 5595073 6294393 5605003 -699320 0 X 0 0 0 X 6500000 62226 6562226 242519 242519 6500000 304745 6804745 6500000 6500000 237519 237519 6500000 237519 6737519 67226 2120 32622 34742 2120 32622 34742 6502120 337367 6839487 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 LT RECEIVABLES - JOINT VENTURE 725000 725000 0 0 0 0 0 0 0 0 0 NORMAN J BEAUCHAMP JR CHAIR 0 512862 0 100000 0 67653 0 115000 0 33307 0 828822 0 0 ANTHONY AVELLINO DIRECTOR 0 484715 0 120000 0 50696 0 50000 0 28000 0 733411 0 0 ANDREA AMALFITANO VICE CHAIR 0 400727 0 105855 0 4250 0 59000 0 28000 0 597832 0 0 BEVERLY J YOUATT DIRECTOR (PART YEAR) 0 478290 0 0 0 11219 0 55866 0 21576 0 566951 0 0 DAVID KAUFMAN TREASURER (PART YEAR) 0 235788 0 159137 0 30480 0 45562 0 27007 0 497974 0 0 FRANCESCA C DWAMENA DIRECTOR 0 240584 0 47088 0 100000 0 59000 0 26459 0 473131 0 0 ARON SOUSA DIRECTOR 0 286452 0 20000 0 81774 0 48974 0 29069 0 466269 0 0 JOEL GREENBERG TREASURER 0 181579 0 227329 0 4249 0 22062 0 29431 0 464650 0 0 JED G MAGEN DIRECTOR 0 217636 0 25750 0 50000 0 58201 0 27405 0 378992 0 0 RANDOLPH F RASCH SECRETARY 0 233972 0 0 0 6357 0 15721 0 21561 0 277611 0 0 ANNETTE CAWLEY CFO, MSU HEALTH CARE INC 0 198615 0 0 0 475 0 32733 0 25186 0 257009 0 0 DENISE K FERRELL DIRECTOR 0 158355 0 0 0 11220 0 8567 0 23297 0 201439 0 0 SETH CIABOTTI CEO, MSU HEALTH CARE INC 0 118734 0 10000 0 10000 0 5985 0 15529 0 160248 0 0 PART I, LINE 3 THIS ENTITY RELIED ON A RELATED ORGANIZATION THAT USED THE FOLLOWING METHODS TO ESTABLISH COMPENSATION FOR OFFICERS AND DIRECTORS: 1. COMPENSATION COMMITTEE 2. APPROVAL BY THE BOARD OR COMPENSATION COMMITEE FORM 990, PART VI, SECTION A, LINE 3 MICHAEL HERBERT SERVES AS THE CEO OF MSU HEALTH CARE INC. AND WAS IN CHARGE OF ESTABLISHING MSU HEALTH CARE AND GETTING THE OPERATIONS UP AND RUNNING, BUT RECEIVES COMPENSATION FROM CBO PARTNERS. $86,625 WAS PAID TO CBO PARTNERS FOR CEO SERVICES PROVIDED BY MICHAEL HERBERT TO BOTH MSU HEALTH CARE INC. AND MICHIGAN STATE UNIVERSITY, THE SOLE MEMBER. FORM 990, PART VI, SECTION A, LINE 6 THE BOARD OF TRUSTEES OF MICHIGAN STATE UNIVERSITY IS THE SOLE MEMBER OF MSU HEALTH CARE, INC. FORM 990, PART VI, SECTION A, LINE 7A THE CORPORATE MEMBER SHALL HAVE SUCH RIGHTS AND POWERS AS ARE PROVIDED IN THE ARTICLES, THE BYLAWS, AND THE LAWS OF THE STATE OF MICHIGAN, INCLUDING THE FOLLOWING POWERS: (A) TO AMEND THE ARTICLES AND/OR THE BYLAWS; (B) THE APPOINT OR REMOVE, WITH OR WITHOUT CASE, ANY DIRECTOR OF THE CORPORATION, AS DESCRIBED HEREIN; (C) TO VOTE ON ALL MATTERS IN WHICH THE VOTE OF MEMBERS WITH VOTING RIGHTS IS REQUIRED UNDER THE ARTICLES, THE BYLAWS, OR THE LAWS OF THE STATE OF MICHIGAN; (D) TO APPROVE THE CORPORATION'S MERGER, DISSOLUTION, CONSOLIDATED, OR REORGANIZATION; (E) TO APPROVE THE ACQUISITION, SALE, LEASE, TRANSFER, OR OTHER ALIENATION OF THE MAJORITY OF THE CORPORATION'S ASSETS, OTHER THAN IN THE USUAL AND REGULAR COURSE OF THE CORPORATION'S BUSINESS; (F) TO APPROVE THE INDEBTEDNESS OF THE CORPORATION IN EXCESS OF 20% OF THE ANNUAL BUDGET OF THE CORPORATION; (G) TO APPROVE NON-BUDGETED EXPENDITURES IN EXCESS OF 10% OF THE ANNUAL BUDGET OF THE CORPORATION (H) TO APPROVE THE DISPOSITION OF THE CORPORATION'S ASSETS AS THE TIME OF THE CORPORATION'S DISSOLUTION, SUBJECT TO THE ARTICLES (I) TO APPROVE THE CORPORATION ENTERING INTO ANY JOINT VENTURES OR CREATING ANY SUBSIDIARY ORGANIZATIONS WITH A CAPITAL COMMITMENT GREATER THAN $10 MILLION DOLLARS; AND (J) TO APPROVE CHANGES IN THE CORPORATION'S MISSION OR PHILOSOPHY POWERS THAT ARE NOT RESERVED TO THE CORPORATE MEMBER OR OTHERWISE DELEGATED BY THE BOARD OF DIRECTORS SHALL BE EXERCISED BY THE CORPORATION'S BOARD OF DIRECTORS, SUBJECT TO THE LIMITATIONS CONTAINED IN THE ARTICLES, THE BYLAWS, AND APPLICABLE LAW. AMONG SUCH POWERS, THE BOARD OF DIRECTORS SHALL HAVE AUTHORITY TO DISCUSS, VOTE UPON, AND PRESENT ANY OF THE ABOVE MATTER TO THE CORPORATE MEMBER FOR ITS APPROVAL. FORM 990, PART VI, SECTION A, LINE 7B SEE LINE 7A EXPLANATION FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY THE ORGANIZATION'S INDEPENDENT ACCOUNTANT AND REVIEWED BY THE BOARD AND CFO PRIOR TO BEING FILED. FORM 990, PART VI, SECTION B, LINE 12C EACH DIRECTOR AND PRINCIPAL OFFICER SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS THAT SUCH PERSON HAS RECEIVED A COPY OF THE POLICY, HAS READ AND UNDERSTANDS THE POLICY, HAS AGREED TO COMPLY WITH THE POLICY, AND UNDERSTANDS THE CORPORATION IS CHARITABLE AND IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION IT MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. THE INTERESTED PERSON SHALL THEN LEAVE THE BOARD OF DIRECTORS MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. IF A CONFLICT OF INTEREST EXISTS, THE CHAIRPERSON SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT TO DETERMINE WHETHER THE CORPORATION CAN OBTAIN WITH REASONABLE EFFORTS A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE BOARD SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE CORPORATION'S BEST INTEREST, FOR ITS OWN BENEFIT, AND WHETHER IT IS FAIR AND REASONABLE, AND IT SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT. FAILURE TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST SHALL RESULT IN APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART VI, LINE 1B THE BOARD DOES NOT HAVE ANY INDEPENDENT DIRECTORS BECAUSE THEY ARE ALL COMPENSATED BY A RELATED ORGANIZATION, BUT ULTIMATELY THE ORGANIZATION IS CONTROLLED BY THE SOLE MEMBER, ANOTHER 501(C)(3), WHICH DOES HAVE AN INDEPENDENT BOARD. PART VI, SECTION B, LINES 13 AND 14: MSU HEALTH CARE INC. DOES NOT HAVE A FORMAL WRITTEN WHISTLEBLOWER POLICY OR DOCUMENT RETENTION POLICY, BUT IS CURRENTLY USING THOSE OF MICHIGAN STATE UNIVERSITY, ITS SOLE MEMBER. THESE POLICIES ARE IN THE PROCESS OF BEING ADOPTED BY MSU HEALTH CARE INC. FORM 990, PART IX, LINE 11G CONSULTING SERVICES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 577,954. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 577,954. LEASED EMPLOYEES: PROGRAM SERVICE EXPENSES 97,512. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 97,512. PURCHASED SERVICES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 66,739. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 66,739. MICHIGAN STATE UNIVERSITY 426 AUDITORIUM ROAD EAST LANSING MI 48824 386005984 EDUCATION MI 501(C)(3) LINE 2 N/A 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0