2020-11-12T12:16:58-06:00 2019-12-31 560747981 DIXON HUGHES GOODMAN LLP 525 EAST BAY STREET STE 100 CHARLESTON SC 29403 990 2019-01-01 570288358 MEDICAL SOCIETY OF SOUTH CAROLINA MEDI 8437891798 69B BARRE ST CHARLESTON SC 29401 JOHN HOLLOWAY JR CHIEF EXECUTIVE OFFICER 8437891798 2020-11-12 1 JEREMY NAESS P01306905 8437226443 2020-11-10 99.47.28.203 2020-11-12 11:55:24 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 48FB394F9AA065459641371F168D9F2AFFFBB473 2019 2021-01-29 14:40:06Z JOHN HOLLOWAY JR 69B BARRE ST CHARLESTON SC 29401 14380810 0 X WWW.MEDSOCIETYSC.COM X 1789 SC TO IMPROVE THE HEALTH OF OUR COMMUNITY THROUGH CLINICAL EXCELLENCE. 14 7 3 0 0 0 20151 36730 0 0 6568003 4242095 5112073 5101985 11700227 9380810 2067227 1152275 0 0 694551 797215 0 0 0 6679888 8587941 9441666 10537431 2258561 -1156621 499647473 523897645 90030394 86843674 409617079 437053971 SEE SCHEDULE O 0 0 8068024 1152275 - INCOME IS DESIGNATED FOR THE CONTINUING SUPPORT OF THE ROPER ST. FRANCES HEALTHCARE MISSION IN THE COMMUNITY. - THE MEDICAL SOCIETY OF SC PARTICIPATES IN GRANT MAKING PROGRAMS IN THE COMMUNITY WHICH PROVIDE FUNDING TO BE USED TOWARDS EDUCATION IN THE MEDICAL FIELD. - IN ADDITION, THE MEDICAL SOCIETY PROVIDES FUNDING FOR UPGRADES AND IMPROVEMENTS TO THE HOSPITAL SYSTEM.- LASTLY, THE MEDICAL SOCIETY PROCURES AND CONSTRUCTS PROPERTIES WHICH ARE UTILIZED BY THE HOSPITAL SYSTEM TO FURTHER ITS MISSION TO HEAL ALL PEOPLE WITH COMPASSION, FAITH, AND EXCELLENCE 8068024 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 1 1 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 1 4 0 1 3 1 0 0 OC CJ 0 0 0 0 0 0 0 0 0 0 X 14 7 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 SC X DEBRA COULTER 8437891798 69 B BARRE STREET CHARLESTON SC 29401 HENRY C WEST PRESIDENT 1.00 40.00 X X 0 593280 61811 JONATHAN DONALDSON MD SECRETARY-TREASURER 1.00 40.00 X X 0 448656 43799 J RICK MCEVOY MD VICE PRESIDENT 1.00 X X 0 0 0 JOHN SPRATT MD IMMEDIATE PAST PRESIDENT 1.00 40.00 X X 0 799166 74579 BRIAN G CUDDY MD DIRECTOR 1.00 40.00 X 0 961103 70412 JOHN CORLESS MD DIRECTOR 1.00 X 0 0 0 NORWOOD B HAMILTON MD DIRECTOR 1.00 X 0 0 0 SUSAN DATTA DIRECTOR 1.00 40.00 X 0 301585 70729 EDWARD RODELSPERGER DIRECTOR 1.00 X 0 0 0 WILLS C GEILS MD DIRECTOR 1.00 X 0 9359 0 MARY THORNLEY EDD DIRECTOR 1.00 X 0 0 0 EDWARD MCNELLIS DIRECTOR 1.00 X 0 0 0 JASON CURRY MD DIRECTOR 1.00 X 0 0 0 ELEANOR OAKMAN MD DIRECTOR 1.00 40.00 X 0 558767 57664 JOHN B HOLLOWAY JR CHIEF EXECUTIVE OFFICER 40.00 X 464000 0 25517 464000 3671916 404511 1 0 1 0 WOMBLE CARLYLE SANDRIDGE & RICE PO BOX 601879 CHARLOTTE NC 28260 LEGAL SERVICES 449149 ROGERS TOWNSEND AND THOMAS PC 2550 W TYVOLA ROAD CHARLOTTE NC 28217 LEGAL SERVICES 229829 CAMBRIDGE ASSOCIATES LLC 125 HIGH STREET BOSTON MA 02110 PORTFOLIO MANAGMENT 203695 DIXON HUGHES GOODMAN LLP 4350 CONGRESS STREET STE 900 CHARLOTTE NC 28209 ACCOUNTING SERVICES 105915 4 36730 36730 2472040 2472040 5096218 0 5096218 5096218 5096218 6770055 5000000 1770055 1770055 1770055 MISCELLANEOUS INCOME 900099 5767 5767 5767 9380810 5096218 0 4247862 752355 752355 399920 399920 464000 371200 92800 256493 142651 113842 76722 54718 22004 695730 695730 105915 105915 916227 916227 521045 521045 214156 212312 1844 8780 8780 31757 31757 186619 186619 3230154 3230154 2592473 2592473 76785 76785 MISCELLANEOUS 8300 8300 10537431 8068024 2469407 0 -2 55675385 47579850 94719826 12296219 77965641 82423607 119434729 129750438 246571720 264143750 499647473 523897645 2745514 1497063 87284880 85346611 90030394 86843674 X 409617079 437053971 409617079 437053971 499647473 523897645 X -1156621 19447733 9145780 X X 0 1 X 1 0 X X 4 ROPER HOSPITAL 570828733 3 1 1074675 6993349 CAREALLIANCE HEALTH SERVICES 570831165 3 1 0 0 BON SECOURS- ST FRANCIS HOSPITAL 571067254 3 1 0 0 ROPER ST FRANCIS MT PLEASANT HOSPITAL 570360499 3 1 0 0 4 1074675 6993349 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 X 1 1 PART IV, SECTION E, LINE 2A MSSC PROVIDES FINANCIAL SUPPORT TO THE ROPER ST.FRANCIS HEALTHCARE SYSTEM, CONSISTING OF CAREALLIANCE HEALTH SERVICES, ROPER HOSPITAL, INC., BON SECOURS ST.FRANCIS HOSPITAL, ROPER ST.FRANCIS MT.PLEASANT HOSPITAL, ROPER ST.FRANCIS HOSPITAL BERKELEY, ROPER ST.FRANCIS FOUNDATION, AND ROPER ST.FRANCIS PHYSISCIANS NETWORK. THE MISSION OF EACH ORGANIZATION, EXCLUDING THE FOUNDATION, IS TO HEAL ALL PEOPLE WITH COMPASSION, FAITH, AND EXCELLENCE. THE FOUNDATION'S MISSION IS TO ADVANCE THE AFOREMENTIONED MISSION THROUGH PHILANTHROPY. UPON THE CREATION OF CAREALLIANCE HEALTH SERVICES, $15,000,000 WAS TRANSFERED FROM ROPER CAREALLIANCE AND ROPER HOSPITAL TO MSSC. MSSC SEGREGATED THESE FUNDS INTO MULTIPLE ACCOUNTS DESIGNATED AS THE ENDOWMENT FUND. THESE FUNDS WERE TO BE INVESTED AND USED FOR THE SUPPORT OF THE ROPER ST.FRANCIS HEALTHCARE GROUP. AT THE END OF 2019, MSSC HAD MADE VARIOUS CONDITIONAL PROMISES TO PROVIDE FUNDING TOWARDS ROPER ST.FRANCIS CAPITAL PROJECTS TOTALING $2,600,000; OF WHICH $292,119 PAID 2018 AND $674,755 WAS PAID DURING THE CURRENT YEAR. ADDITIONALLY, MSSC PROVIDED GRANTS TOTALING $120,000 TO THE ROPER ST.FRANCIS FOUNDATION. SAID FUNDS WERE TO BE USED TO SUPPORT NURSING. MSSC SHALL NOT BECOME A LICENSED HEALTHCARE PROVIDER OR LICENSED HEALTHCARE FACILITY AND SHALL NOT ENGAGE IN THE PROVISION OF HEALTHCARE SERVICES. THE SOCIETY SHALL NOT PROVIDE MEDICAL CREDENTIALING SERVICES. THE SOCIETY SHALL NOT BE OPERATED FOR THE PRIVATE INUREMENT OR THE PECUNIARY GAIN OR PROFIT, INCIDENTAL OR OTHERWISE, OF ANY INDIVIDUAL, INCLUDING, WITHOUT LIMITATION, ANY MEMBER OR GROUP OF MEMBERS. NO PART OF THE NET EARNINGS OF THE SOCIETY SHALL INURE TO THE BENEFIT OF, OR BE DISTRIBUTABLE TO, ITS DIRECTORS, OFFICERS OR OTHER PRIVATE PERSONS, EXCEPT THAT THE SOCIETY SHALL BE AUTHORIZED AND EMPOWERED TO PAY REASONABLE COMPENSATION FOR SERVICES RENDERED AND TO MAKE PAYMENTS AND DISTRIBUTIONS IN FURTHERANCE OF ITS CHARITABLE PURPOSES SET FORTH ABOVE. PART IV, SECTION E, LINE 2B ALL ACTIVITIES LISTED ABOVE ARE ALL ACTIVITIES WHICH ULTIMATELY FURTHER THE MISSION OF EACH ORGANIZATION UNDER THE ROPER ST.FRANCIS HEALTHCARE SYSTEM. SPE FAYSSOUX PROPERTIES LLC HOLDS TITLE TO SEVERAL EXEMPT USE PROPERTIES USED BY THE ROPER HOSPITAL GROUP INCLUDING A DATA CENTER AND 4 MEDICAL OFFICE BUILDINGS, ONE WHICH IS CURRENTLY UNDER CONSTRUCTION IN BERKELEY COUNTY. THE ROPER GROUP ULTILIZED THE BALANCE SHEET OF THE MEDICAL SOCIETY TO PROCURE AND CONSTRUCT THESE EXEMPT USE PROPERTIES. AS OF AUGUST, 2016, THERE IS A MASTER LEASE AGREEMENT WITH ROPER SAINT FRANCIS HOSPITAL COVERING ALL PROPERTIES HELD BY THE MEDICAL SOCIETY. THE LEASE AMOUNT IS 1:1 COVERAGE FOR THE REVENUE BOND AMORTIZATION ON THE OUTSTANDING BONDS. ONCE THE LEASE CONCLUDES AND ALL PAYMENTS HAVE BEEN MADE, THE PROPERTIES WILL THEN BECOME PROPERTY OF THE ROPER SAINT FRANCIS HOSPITAL GROUP. IN ADDITION, DURING 2019 THE MEDICAL SOCIETY PROVIDED ANNUAL SCHOLARSHIPS TO NURSES TOTALING $120,000, AND MEDICAL STUDENT SCHOLARSHIPS TOTALING $249,920. ONE OF THE DESIRED GOALS OF THESE SCHOLARSHIPS IS TO INCENTIVIZE NURSES AND MEDICAL STUDENTS TO REMAIN IN THE LOWCOUNTRY AND SERVE AS FUTURE EMPLOYEES OF THE ROPER SAINT FRANCIS HOSPITAL GROUP. PART IV, SECTION D, LINE 3 THE BOARD OF DIRECTORS FOR EACH OF THE SUPPORTED ORGANIZATIONS WITHIN THE VERTICALLY INTEGRATED NOT-FOR-PROFIT HEALTH CARE SYSTEM, HEREIN REFERED TO AS ROPER ST.FRANCIS CONSISTS OF 13 TOTAL MEMBERS EACH. 6 OF THE MEMBERS ON EACH BOARD ARE APPOINTED BY THE MEDICAL SOCIETY OF SOUTH CAROLINA AND ALSO SERVE ON THE BOARD OF THE MEDICAL SOCIETY ITSELF. DUE TO THE FACT THAT SOME OF THE MEDICAL SOCIETY BOARD MEMBERS ARE ALSO MEMBERS OF THE UPPORTED ORGANIZATIONS BOARDS, THERE IS A LEVEL OF COMMUNICATION WHICH OFFERS INSIGHT INTO THE NEEDS OF ALL SUPPORTED ORGANIZATIONS. THE MEDICAL SOCIETY IS THEN ABLE TO MEET THESE NEEDS. THE MEDICAL SOCIETY IS NOT INVOLVED IN ANY CLINICAL OPERATIONS OR CLINICAL DECISIONS. 3288691 3288691 91339485 12204570 79134915 19002 19002 0 72648 72647 1 82423607 INVESTMENTS IN AFFILIATES 264143750 C 264143750 X 27912316 19447733 19447733 8464583 916227 916227 9380810 9621204 0 9621204 916227 916227 10537431 PART X, LINE 2: ALTHOUGH MSSC IS GENERALLY EXEMPT FROM FEDERAL AND STATE INCOME TAXES, IT EVALUATES WHETHER THERE ARE ANY UNCERTAIN TAX POSITIONS THAT FAIL TO MEET THE MORE-LIKELY-THAN-NOT THRESHOLD FOR RECOGNITION IN THE CONSOLIDATED FINANCIAL STATEMENTS. UNCERTAIN TAX POSITIONS MAY INCLUDE THE CHARACTERIZATION OF INCOME, SUCH AS A CHARACTERIZATION OF INCOME AS PASSIVE, A DECISION TO EXCLUDE REPORTING TAXABLE INCOME IN A TAX RETURN, OR A DECISION TO CLASSIFY A TRANSACTION, ENTITY, OR OTHER POSITION IN A TAX RETURN AS TAX EXEMPT. THE TAX BENEFIT FROM AN UNCERTAIN TAX POSITION IS RECOGNIZED WHEN IT IS MORE LIKELY THAN NOT THAT THE POSITION WILL BE SUSTAINED UPON EXAMINATION, INCLUDING RESOLUTIONS OF ANY RELATED APPEALS OR LITIGATION PROCESSES, BASED ON THE TECHNICAL MERITS. MSSC HAD NO UNRECOGNIZED TAX POSITIONS AS OF DECEMBER 31, 2018 AND 2017, AND DOES NOT EXPECT THAT UNRECOGNIZED TAX BENEFITS WILL MATERIALLY INCREASE WITHIN THE NEXT 12 MONTHS. SPE FAYSSOUX IS A DISREGARDED ENTITY FOR PURPOSES OF FEDERAL INCOME TAXES. INTEREST AND PENALTIES RELATED TO UNCERTAIN TAX POSITIONS, IF ANY, WOULD BE RECOGNIZED IN THE CONSOLIDATED FINANCIAL STATEMENTS AS INCOME TAX EXPENSE. 1 EDISTO INDIAN MEDICAL CLINIC 1125 RIDGE ROAD RIDGEVILLE SC 29472 821691197 501(C)(3) 15000 OPERATIONAL SUPPORT THE ARK OF SC 502 W 5TH NORTH STREET SUMMERVILLE SC 29483 471350098 501(C)(3) 20000 OPERATIONAL SUPPORT ASSOCIATION FOR THE BLIND AND VISUALLY IMPAIRED SOUTH CAROLINA 1 CARRIAGE LANE CHARLESTON SC 29407 570324912 501(C)(3) 5000 OPERATIONAL SUPPORT SUMMERVILLE MIRACLE LEAGUE PO BOX 100 SUMMERVILLE SC 29484 260504677 501(C)(3) 10000 OPERATIONAL SUPPORT TRICOUNTY FAMILY MINISTRIES 2105 COSGROVE AVENUE NORTH CHARLESTON SC 29405 501(C)(3) 20000 OPERATIONAL SUPPORT TRIDENT TECHNICAL COLLEGE FOUNDATION INC PO BOX 61227 NORTH CHARLESTON SC 29419 570699317 501(C)(3) 30000 OPERATIONAL SUPPORT MEDICAL UNIVERSITY OF SOUTH CAROLINA 18 BEE STREET CHARLESTON SC 29425 576028985 501(C)(3) 249920 OPERATIONAL SUPPORT ROPER HOSPITAL INC 315 CALHOUN STREET 107 CHARLESTON SC 29401 570828733 501(C)(3) 674755 EHR SUPPORT 8 MEDICAL SCHOLARSHIP PROGRAM 19 399920 PART I, LINE 2: GRANTEE SHALL MAKE PERIODIC NARRATIVE REPORTS TO THE SOCIETY, ON THE DATE(S) SPECIFIED IN THE SPECIAL CONDITIONS OF THE GRANT AGREEMENT, SETTING FORTH IN SUFFICIENT DETAIL THE FUND AVAILABLE FOR THE PROJECT OR PROGRAM, ACTUAL EXPENSES INCURRED, ENCUMBRANCES, UNEXPENDED FUND BALANCE, AND OTHER RELEVANT FACTS, AND SHALL RETAIN IN ITS FILES THE SUPPORTING DOCUMENTATION FOR SUCH REPORTS FOR 4 YEARS FOLLOWING COMPLETION OF THE PROJECT OR PROGRAM. THE SOCIETY RESERVES THE RIGHT TO AUDIT OR HAVE AUDITED AT ITS OWN EXPENSE THE RECORDS OF GRANTEE IN SO FAR AS SUCH RECORDS RELATED TO THE DISPOSITION OF THE FUNDS APPROPRIATED TO GRANTEE BY THE SOCIETY. X X X X X 0 0 0 0 0 0 0 1 0 HENRY C WEST PRESIDENT 0 491911 0 100775 0 594 0 35942 0 25869 0 655091 0 0 JONATHAN DONALDSON MD SECRETARY-TREASURER 0 369279 0 69767 0 9610 0 25019 0 18780 0 492455 0 0 JOHN SPRATT MD IMMEDIATE PAST PRESIDENT 0 771991 0 24400 0 2775 0 35942 0 38637 0 873745 0 0 BRIAN G CUDDY MD DIRECTOR 0 896742 0 24960 0 39401 0 35942 0 34470 0 1031515 0 0 SUSAN DATTA DIRECTOR 0 256943 0 38014 0 6628 0 33765 0 36964 0 372314 0 0 ELEANOR OAKMAN MD DIRECTOR 0 406809 0 151851 0 107 0 27400 0 30264 0 616431 0 0 JOHN B HOLLOWAY JR CHIEF EXECUTIVE OFFICER 339000 0 125000 0 0 0 13932 0 11585 0 489517 0 0 0 PART I, LINE 7 JOHN HOLLOWAY, JR'S 2019 COMPENSATION STATEMENT INCLUDES A BONUS OF $125,000. THE DETERMINATION OF THE BONUS AMOUNT WAS DISCRETIONARY. A SOUTH CAROLINA JOBS-ECONOMIC DEVELOPMENT AUTHORITY 570960018 83704AAA0 2016-07-27 69287548 REFINANCE EXISTING LOANS AND FOR CAPITAL EXPENITURES OF FAYSSOUX PROPERTIES 0 0 0 A 1947418 69287548 960652 60244820 0 0 0 1 A 1 0 0 0 0 0 0 A 0 0 0 1 0 0 0 0 0 A 0 FORM 990 PART III, LINE 1 THE SOCIETY SHALL BE ORGANIZED AND SHALL OPERATE IN SUCH A MANNER AS TO QUALIFY AND TO BE RECOGNIZED AS (I) AN ORGANIZATION EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE CODE; AND (II) A SUPPORTING ORGANIZATION DESCRIBED IN SECTION 509(A)(3) OF THE CODE, CONTRIBUTIONS TO WHICH ARE DEDUCTIBLE UNDER SECTIONS 170(C)(2), 2055(A)(2) AND 2522(A)(2) OF THE CODE. THE SOCIETY SHALL OPERATE EXCLUSIVELY FOR CHARITABLE, BENEVOLENT, EDUCATIONAL, AND SCIENTIFIC PURPOSES, INCLUDING SUPPORTING THE FUNCTIONS AND PURPOSES OF RSFH WHICH PROVIDES HEALTH CARE SERVICES AND FACILITIES TO RESIDENTS OF THE TRI-COUNTY AREA OF CHARLESTON, BERKELEY AND DORCHESTER COUNTY, SOUTH CAROLINA AREA AND ANY OTHER GEOGRAPHICAL AREAS WHICH MAY BE SERVED BY THE RSFH SYSTEM, INCLUDING ALL HOSPITALS OWNED OR OPERATED BY RSFH, AND TO SUPPORT SUCH OTHER NON-PROFIT HOSPITALS, HEALTH CARE FACILITIES, PROVIDERS AND ORGANIZATIONS ORGANIZED FOR CHARITABLE PURPOSES AS THE BOARD MAY FROM TIME TO TIME DETERMINE OR AS AUTHORIZED BY THE SOCIETY'S ARTICLES OF INCORPORATION (COLLECTIVELY, THE "SUPPORTED CHARITIES"). EACH SUPPORTED CHARITY MUST BE RECOGNIZED AS: (I) AN ORGANIZATION EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 50L(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE TREASURY REGULATIONS PROMULGATED PURSUANT THERETO, OR THE CORRESPONDING PROVISION OF ANY APPLICABLE FUTURE UNITED STATES INTERNAL REVENUE LAW OR REGULATIONS (COLLECTIVELY, THE "CODE"); AND (II) AN ORGANIZATION DESCRIBED IN EITHER SECTION 509(A)(L) OR SECTION 509(A)(2) OF THE CODE. THE SOCIETY SHALL, ITSELF, OPERATE EXCLUSIVELY FOR CHARITABLE, BENEVOLENT, EDUCATIONAL, AND SCIENTIFIC PURPOSES IN FURTHERANCE OF BOTH ITS OWN CHARITABLE, BENEVOLENT, EDUCATIONAL, AND SCIENTIFIC PURPOSES NOW OR AT ANY TIME HEREAFTER IN EFFECT, AS WELL AS THOSE FOSTERED BY THE SUPPORTED CHARITIES. THE SOCIETY SHALL ALSO HAVE THE ABILITY TO MAKE CONTRIBUTIONS TO THE SUPPORTED CHARITIES. THE SOCIETY SHALL NOT BECOME A LICENSED HEALTHCARE PROVIDER OR LICENSED HEALTHCARE FACILITY AND SHALL NOT ENGAGE IN THE PROVISION OF HEALTHCARE SERVICES. THE SOCIETY SHALL NOT PROVIDE MEDICAL CREDENTIALING SERVICES. THE SOCIETY IS AUTHORIZED TO PERFORM ALL OTHER ACTIV1T1ES PERMITTED CORPORATIONS UNDER THE LAWS OF THIS STATE TO THE EXTENT SUCH ACTIVITIES ARE PERMITTED BY AN ORGANIZATION WHICH IS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 50L(C)(3) AND NOT A PRIVATE FOUNDATION UNDER SECTION 509(A) OF THE CODE AND CONTRIBUTIONS TO WHICH ARE DEDUCTIBLE UNDER SECTION 170(C)(2), 2055(A)(2) AND 2522(A)(2) OF THE CODE, INCLUDING THE MAKING OF CONTRIBUTIONS FOR CHARITABLE, RELIGIOUS, EDUCATIONAL, AND SCIENTIFIC PURPOSES TO ORGANIZATIONS WHICH ARE EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OR SECTION 115 OF THE CODE AND THE TREASURY REGULATIONS PROMULGATED THEREUNDER AND CONTRIBUTIONS TO WHICH ARE DEDUCTIBLE UNDER SECTION 170(C)(2), 2055(A)(2) AND 2522(A)(2) OF THE CODE. THE SOCIETY SHALL NOT BE OPERATED FOR THE PRIVATE INUREMENT OR THE PECUNIARY GAIN OR PROFIT, INCIDENTAL OR OTHERWISE, OF ANY INDIVIDUAL, INCLUDING, WITHOUT LIMITATION, ANY MEMBER OR GROUP OF MEMBERS. NO PART OF THE NET EARNINGS OF THE SOCIETY SHALL INURE TO THE BENEFIT OF, OR BE DISTRIBUTABLE TO, ITS DIRECTORS, OFFICERS OR OTHER PRIVATE PERSONS, EXCEPT THAT THE SOCIETY SHALL BE AUTHORIZED AND EMPOWERED TO PAY REASONABLE COMPENSATION FOR SERVICES RENDERED AND TO MAKE PAYMENTS AND DISTRIBUTIONS IN FURTHERANCE OF ITS CHARITABLE PURPOSES SET FORTH ABOVE. FORM 990, PART VI, SECTION A, LINE 6 CONSISTENT WITH THE PRIMARY MISSION OF THE SOCIETY, MEMBERSHIP SHALL INCLUDE ONLY THOSE PHYSICIANS WHO ACTIVELY SUPPORT THAT MISSION. INTERNS, RESIDENTS, AND OTHERS IN TRAINING SERVICE SHALL NOT BE ELIGIBLE FOR MEMBERSHIP. PHYSICIANS ON ACTIVE OR COMMUNITY ACTIVE STAFF OF ANY OF THE HOSPITALS IN THE GROUP ARE ELIGIBLE. THE CLASSES OF MEMBERSHIP INCLUDE FULL MEMBERS, HONORARY FELLOWS, SENIOR MEMBERS, AFFILIATE MEMBERS, AND RETIRED MEMBERS. FORM 990, PART VI, SECTION A, LINE 7A NEW DIRECTORS SHALL BE PROPOSED BY PRESENT DIRECTORS OR THE MEMBERSHIP AT LARGE AND ELECTED BY THE MEMBERSHIP AT A REGULAR MEETING OF THE MEMBERSHIP. A FAVORABLE MAJORITY VOTE OF THE MEMBERS PRESENT AND VOTING AT SUCH MEETING SHALL BE NECESSARY TO ELECT A PROPOSED DIRECTOR. FORM 990, PART VI, SECTION A, LINE 7B PURSUANT TO THE POWERS RESERVED TO THE MEMBERSHIP IN THE ARTICLES, THE BOARD SHALL EXERCISE THE SOCIETYS VETO AS A CAREALLIANCE HEALTH SERVICES FOUNDING MEMBER TO DEFEAT ANY RESOLUTION OF THE CAHS BOARD RELATED TO THE DISSOLUTION AND LIQUIDATION OF THE CAHS UNTIL THE MEMBERSHIP BY MAJORITY VOTE HAS APPROVED SUCH RESOLUTION RELATED TO DISSOLUTION AND LIQUIDATION. FORM 990, PART VI, SECTION B, LINE 11B A COPY OF THE 990 WHICH IS PREPARED BY AN INDEPENDENT ACCOUNTANT IS PROVIDED FOR REVIEW BY ALL BOARD MEMBERS AT A REGULARLY SCHEDULED BOARD MEETING PRIOR TO FILING WITH THE IRS. ANY BOARD MEMBERS WHO ARE UNABLE TO ATTEND THE MEETING ARE SENT A COPY OF THE FORM 990 BY CERTIFIED MAIL. FORM 990, PART VI, SECTION B, LINE 12C BOARD MEMBERS ARE REQUIRED TO ANNUALLY COMPLETE A CONFLICT OF INTEREST STATEMENT. ALSO, BOARD MEMBERS ARE INFORMED ANNUALLY OF HOW TO REPORT A POTENTIAL CONFLICT OF INTEREST. IF A CONFLICT OF INTEREST IS DETERMINED TO EXIST, THE BOARD SHALL DETERMINE WHETHER THE SOCIETY CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS 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 ATTAINABALE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE SOCIETY'S BEST INTEREST, FOR ITS OWN BENEFIT, AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE SOCIETY. FORM 990, PART VI, SECTION B, LINE 15 AN ATTORNEY WAS USED TO DRAW UP AN INDEPENDENT COMPENSATION CONTRACT FOR THE CEO POSITION. THIS CONTRACT IS IN EFFECT FOR THREE YEARS. THERE IS A COMPENSATION COMMITTEE THAT REVIEWS THE COMPENSATION CONTRACT AND THE BOARD APPROVES THE CONTRACT. IN ADDITION, A COMPARABILITY STUDY IS USED TO DETERMINE THE APPROPRIATE COMPENSATION FOR THE ORGANIZATIONS OFFICERS. FORM 990, PART VI, SECTION C, LINE 18 PHOTOCOPIES OF THE FORM 990 ARE AVAILABLE UPON REQUEST AT THE ORGANIZATION'S ADMINISTRATIVE OFFICE. IN ADDITION, RECENT FILINGS OF THE FORM 990 ARE AVAILABLE ONLINE AT WWW.GUIDESTAR.ORG. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION PROVIDES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS UPON REQUEST AT THE ADMINISTRATION OFFICE. FORM 990, PART XI, LINE 9: SHARE OF EARNINGS OF AFFILIATE 9,145,780. PART VII, LINE 2C THE PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. SPE FAYSSOUX PROPERTIES LLC 69B BARRE ST CHARLESTON SC 29401 812511368 HOLDS RENTAL PROPERTIES & ADMINISTERS BOND FUNDS SC 5224825 86000082 MEDICAL SOCIETY OF SOUTH CAROLINA CAREALLIANCE HEALTH SERVICES 315 CALHOUN ST CHARLESTON SC 29401 570831165 HEALTH-GENERAL & REHABILITATIVE SC 501(C)(3) LINE 3 ROPER SAINT FRANCIS HEALTHCARE 0 ROPER HOSPITAL INC 315 CALHOUN STREET 107 CHARLESTON SC 29401 570828733 HEALTHCARE SC 501(C)(3) LINE 3 CAREALLIANCE 0 BON SECOURS ST FRANCIS HOSPITAL 315 CALHOUN STREET 107 CHARLESTON SC 29401 571067254 HEALTHCARE SC 501(C)(3) LINE 3 CAREALLIANCE 0 ROPER ST FRANCIS MT PLEASANT HOSPITAL 315 CALHOUN STREET 107 CHARLESTON SC 29401 570360499 HEALTHCARE SC 501(C)(3) LINE 3 CAREALLIANCE 0 ROPER ST FRANCIS HOSPITAL - BERKELEY 315 CALHOUN STREET 107 CHARLESTON SC 29401 263710229 HEALTHCARE (FUTURE) SC 501(C)(3) LINE 3 CAREALLIANCE 0 ROPER ST FRANCIS PHYSICIANS NETWORK 125 DOUGHTY STREET 760 CHARLESTON SC 29403 262946628 HEALTHCARE SC 501(C)(3) LINE 3 CAREALLIANCE 0 ROPER ST FRANCIS FOUNDATION 315 CALHOUN STREET 107 CHARLESTON SC 29401 571068509 SUPPORTING ORG SC 501(C)(3) LINE 12B, II CAREALLIANCE 0 CAREALLIANCE MEDICAL SERVICES ORGANIZATION 225 DOUGHTY STREET CHARLESTON SC 29403 571012837 INACTIVE SC N/A C 1.00000 0 1 1 0 0 0 0 0 0 0 1 1 0 0 0 1 1 0 1 0