2020-11-16T09:11:51-06:00 2019-12-31 BKD LLP 1201 Walnut Suite 1700 Kansas City MO 641062246 990 2019-01-01 431337104 VNA CORPORATION % TRACIE RODREQUEZ VNAC 8165311200 1500 MEADOW LAKE PARKWAY KANSAS CITY MO 64114 BRADFORD EVANS PRESIDENT/CEO 8165311200 2020-11-15 true Gregory M Sullivan P01259107 8162216300 2020-11-15 167.68.126.162 43372220203215000004 2020-11-16 P 7A7DF4956B59A4A0293ADE71BEF96E8F1A44E9AC 355CC2E4B6E27E32DAADC48E1CA8D97843AD7DA8 2019 2021-01-29 14:40:06Z VISITING NURSE ASSOCIATION BRADFORD EVANS 1500 MEADOW LAKE PARKWAY KANSAS CITY MO 64114 12412607 false X WWW.VNAKC.ORG X 1891 MO VNA CORPORATION DBA VISITING NURSE ASSOCIATION, FOUNDED IN 1891, IS THE LARGEST HOME HEALTH AGENCY IN THE GREATER KC METRO AREA PROVIDING OVER 72,500 VISITS ANNUALLY. 12 11 197 11 102514 64908 39205 12664521 11940350 44926 54621 346883 210825 13121238 12245001 0 0 0 0 13143808 13198854 0 0 0 3144859 2720699 16288667 15919553 -3167429 -3674552 6830670 6217878 2642804 2229560 4187866 3988318 X SEE SCHEDULE O false false 12108598 0 11864427 SEE SCHEDULE O 225140 0 75923 SEE SCHEDULE O 12333738 true true false true false false false false false true true false false true false 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 20 0 true 197 true true true false false false false false false false false false false false X 12 11 false false false false false false false true true false false true true true true true true true true false MO X TRACIE RODREQUEZ 8165311200 1500 MEADOW LAKE PARKWAY KANSAS CITY MO 64114 KATHLEEN PETERSON CFO 60.0 3.0 X 301718 0 25574 BRADFORD EVANS PRESIDENT/CEO 45.0 2.0 X X 278866 0 17422 KEVIN MICHEL INFORMATION SYSTEMS DIRECTOR 40.0 0.0 X 138740 0 37591 JANICE WHITE HUMAN RESOURCES DIRECTOR 40.0 0.0 X 136178 0 28530 CONSTANCE GRISHAM CNO/CLINICAL DIRECTOR 50.0 0.0 X 139381 0 23461 CHRISTY MESIK DIRECTOR OF DEVELOPMENT 35.0 5.0 X 107330 0 15027 KRISTEN CREAGER PT 40.0 0.0 X 110782 0 0 PAUL WHALEN RN 40.0 0.0 X 103851 0 4542 LINDA CLARKSON DIRECTOR 1.0 0.0 X 0 0 0 THOMAS LANGENBERG DIRECTOR/VICE CHAIR 2.0 0.0 X X 0 0 0 TERRY WEATHERS DIRECTOR/CHAIR 2.0 1.0 X X 0 0 0 CHARLES LARKIN O'KEEFE DIRECTOR 1.0 0.0 X 0 0 0 RUSSELL MELCHERT DIRECTOR 1.0 0.0 X 0 0 0 ANN CARY DIRECTOR 1.0 0.0 X 0 0 0 BARBARA MACARTHUR DIRECTOR, SECRETARY-TREASURER 2.0 0.0 X X 0 0 0 SCOTT MITCHELL DIRECTOR 1.0 0.0 X 0 0 0 GREGORY RADKE DIRECTOR 0.5 2.0 X 0 0 0 ALVIN COHEN DIRECTOR 1.0 0.0 X 0 0 0 BETTY CROOKER DIRECTOR 1.0 0.0 X 0 0 0 1316846 0 152147 9 false true false SUPPLEMENTAL HEALTH CARE SERVICES THERAPIAST AND NURSE 739570 AMN HEALTHCARE PO BOX 281939 ATLANTA GA 303841939 CONTRACT RN/PT/OT/ET 203519 2 39205 39205 Net patient service revenue 623000 11940350 11940350 11940350 33992 33992 0 0 188172 167606 20566 0 20566 20566 20629 20629 20629 20629 0 0 0 0 0 0 0 0 0 OTHER REVENUE 541900 87745 87745 SUPPLY CONTRACT 541900 102514 102514 190259 12245001 11940350 102514 162932 0 0 0 0 595489 468324 127165 0 9767724 7694085 2073639 164498 129370 35128 1992600 1567085 425515 678543 525976 152567 0 35523 35523 68952 68952 0 0 9114 9114 215129 94979 120150 29366 29366 260701 111965 148736 592623 441662 150961 0 44043 9535 34508 372735 328665 44070 0 17769 14587 3182 25790 24561 1229 0 455721 395684 60037 190393 148298 42095 MEDICAL SUPPLIES 308388 308388 REPAIRS & MAINT 1834 1370 464 RECRUITMENT 27603 20625 6978 DUES & SUBSCRIPTIONS 40115 29974 10141 24900 18605 6295 15919553 12333738 3585815 0 15033 31323 892270 750945 0 0 959512 824984 0 0 0 0 0 0 43751 32818 178579 137182 8057859 5282058 3231068 2775801 982882 1045667 0 44908 0 0 0 0 527575 574250 6830670 6217878 1392917 1233045 0 0 530815 565072 0 0 0 0 0 0 719072 431443 0 0 0 0 2642804 2229560 X 3161606 2897378 1026260 1090940 4187866 3988318 6830670 6217878 X -3674552 167849 3307155 X false true X true false X 337864 367399 264549 64908 39205 1073925 14891140 14100805 12809284 12664521 11940350 66406100 0 0 0 15229004 14468204 13073833 12729429 11979555 67480025 6200 7550 13750 0 6200 7550 13750 67466275 236240 231890 223760 218502 222164 1132556 0 236240 231890 223760 218502 222164 1132556 0 426235 527380 32073 101884 87745 1175317 15891479 15227474 13329666 13049815 12289464 69787898 0.96673 0.96241 0.01623 0.01503 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false false false false false true 2845 false false false 2845 false SCHEDULE C, PART II-B, LINE 1F V.N.A. CORPORATION PAYS ANNUAL DUES TO NAHC, MAHC, AND KHCA. A PORTION OF THESE DUES COVER THE LOBBYING THESE ORGANIZATIONS DO ON BEHALF OF V.N.A. CORPORATION. SCHEDULE C, PART II-B, LINE 1G Advocated on behalf of the home health industry and Missouri access to care risks to Missouri delegates in both the US House and Senate. Met directly with legislators discussing the upcoming hazards of the proposed CMS changes to the home health reimbursement structure, Patient Driven Groupings Model. 1004571 188922 138712 9114 1045667 1045667 -32134 8962 1004571 1045667 114544 105874 8670 1045667 1045667 66724 58107 8617 1045667 1045667 5829 2961 8790 1045667 1.00000 false false 794242 794242 2628219 1124219 1504000 40121 19694 20427 4459849 4039398 420451 135428 98747 36681 2775801 ASSETS LIMITED AS TO USE 45273 INVEST - CHG ENDOW FUND G/L 375151 INVEST - SUN LIFE 153826 574250 14308652 167849 1987306 2155155 12153497 9114 82390 91504 12245001 15995655 167606 167606 15828049 9114 82390 91504 15919553 SCHEDULE D, PART V, LINE 4 PRINCIPAL AMOUNT MUST REMAIN IN PERPETUITY. ANY INCOME DERIVED THEREOF PURPOSES: A) TO ESTABLISH, OPERATE, SUPPORT, AND PROVIDE THE CAPITAL REQUIREMENTS OF AND MAINTAIN HOSPITALS, INPATIENT FACILITIES, CLINICS, LABORATORIES, OFFICE BUILDINGS, PHARMACIES AND ALL MEASURE OF FACILITIES AND PROGRAMS FOR OR RELATING TO THE STUDY OF THE HUMAN MIND AND BODY OR ANY PART THEREOF. B) TO FOSTER THE HEALTH OF THE COMMUNITY AND TO ENGAGE IN EDUCATIONAL ACTIVITIES, RESEARCH AND OPERATIONS RELATED THERETO. VNA'S POLICY IS TO SPEND ITS ENDOWMENT INCOME AS IT IS EARNED. SCHEDULE D, PART X, LINE 2 MANAGEMENT HAS EVALUATED THEIR INCOME TAX POSITIONS UNDER THE GUIDANCE INCLUDED IN ASC 740. BASED ON THEIR REVIEW, MANAGEMENT HAS NOT IDENTIFIED ANY MATERIAL UNCERTAIN TAX POSITIONS TO BE RECORDED OR DISCLOSED IN THE FINANCIAL STATEMENTS. SCHEDULE D, PART XI, LINES 2D & 4B LINE 2D: RELATED ORGANIZATION REVENUE $ 1,819,700 RENTAL EXPENSES $ 167,606 -------------- $ 1,987,306 LINE 4B: IT & SUPPLY CONTRACTS $ 82,390 SCHEDULE D, PART XII, LINES 2D & 4B LINE 2D: RENTAL EXPENSES $ 167,606 LINE 4B: IT & SUPPLY CONTRACTS $ 82,390 X X X X X false true false false false false false false false KATHLEEN PETERSON CFO 301718 0 0 0 0 0 16433 0 9141 0 327292 0 0 0 CONSTANCE GRISHAM CNO/CLINICAL DIRECTOR 134536 0 0 0 4845 0 16548 0 6913 0 162842 0 0 0 BRADFORD EVANS PRESIDENT/CEO 240501 0 10000 0 28365 0 7183 0 10239 0 296288 0 0 0 KEVIN MICHEL INFORMATION SYSTEMS DIRECTOR 129540 0 0 0 9200 0 3460 0 34131 0 176331 0 0 0 JANICE WHITE HUMAN RESOURCES DIRECTOR 129396 0 0 0 6782 0 3640 0 24890 0 164708 0 0 0 SCHEDULE J, PART I, LINE 4B VESTED DEFERRED BRADFORD EVANS $ 28,365 $ - KATHLEEN PETERSON $ - $ 12,306 CONSTANCE GRISHAM $ - $ 12,230 FORM 990, PART III, LINE 1 VNA CORPORATION IS ORGANIZED AND SHALL BE OPERATED EXCLUSIVELY FOR CHARITABLE PURPOSES BY CONDUCTING OR SUPPORTING ACTIVITIES FOR THE BENEFIT OF, OR TO PROMOTE HOME HEALTH ACTIVITIES AS CARRIED OUT THROUGH THE VISITING NURSE ASSOCIATION. THE VNA CORPORATION IS A CHARITABLE, COMMUNITY ORIENTED ORGANIZATION DEDICATED TO PROVIDING HIGH QUALITY HOME CARE AND RELATED MEDICAL AND SOCIAL SERVICES TO INDIVIDUALS IN THE METROPOLITAN KANSAS CITY AREA, REGARDLESS OF ABILITY TO PAY. THE VNA CORPORATION IS COMMITTED TO WORKING WITH THE COMMUNITY TO MAXIMIZE RESPONSIVENESS TO THE CHANGING NEEDS OF THE COMMUNITY. FORM 990, PART III, LINE 4A GENERAL PROGRAM SERVICES: THE VNA CORPORATION (VNA) IS A CHARITABLE, COMMUNITY ORIENTED ORGANIZATION DEDICATED TO ASSURING AND PROVIDING HIGH QUALITY HOME CARE AND RELATED MEDICAL AND SOCIAL SERVICES TO ADULT INDIVIDUALS IN THE METROPOLITAN KANSAS CITY AREA, REGARDLESS OF ABILITY TO PAY. AS A NON-PROFIT AGENCY, THE VNA IS COMMITTED TO WORKING WITH THE COMMUNITY TO MAXIMIZE RESPONSIVENESS TO THE CHANGING NEEDS OF THE COMMUNITY. VNA PROVIDES NURSING AND THERAPY (PHYSICAL, OCCUPATIONAL, AND SPEECH) HOME HEALTH SERVICES TO ADULT AGED HOME-BOUND RESIDENTS IN PORTIONS OF A SEVENTEEN COUNTY KANSAS CITY METROPOLITAN AREA WITH OFFICES LOCATED IN KANSAS CITY, LAFAYETTE COUNTY, AND CASS COUNTY, MISSOURI AS WELL AS AN OFFICE IN JOHNSON COUNTY, KANSAS. WOUND CARE, IV THERAPY, AND MENTAL HEALTH SERVICES ARE ALSO PROVIDED. THE ADVANCED ILLNESS MANAGEMENT PROGRAM (AIM) WAS DEVELOPED TO MORE CLOSELY MONITOR PATIENTS WITH CHRONIC DISEASES SUCH AS CONGESTIVE HEART FAILURE, DIABETES, CHRONIC OBSTRUCTIVE PULMONARY DISEASE, AND DEPRESSION AND IS MODELED AFTER THE INTEGRATED CHRONIC DISEASE MANAGEMENT THEORY ON PATIENT CENTERED HEALTH WITH THE GOAL OF REDUCING HOSPITAL READMISSIONS. THE STRONG FOUNDATIONS PROGRAM WAS DEVELOPED TO AID PATIENTS IN THE REHABILITATION PROCESS AFTER JOINT REPLACEMENTS. VNA HAS OVER 20 MEMBERS OF THE REHABILITATION TEAM CERTIFIED TO DELIVER SERVICES OF THE NATIONALLY RECOGNIZED PROGRAMS, LSVT BIG AND LSVT LOUD, TO PATIENTS WITH PARKINSON'S DISEASE AND OTHER NEUROLOGICAL CONDITIONS. DURING 2019, VNA SERVED APPROXIMATELY 8,500 PEOPLE AND DROVE OVER 1,117,469 MILES TO DELIVER MORE THAN 66,000 VISITS. APPROXIMATELY 80 PERCENT OF THOSE SERVED QUALIFIED FOR MEDICARE, MANAGED MEDICARE OR MEDICAID SERVICES. VNA DELIVERED APPROXIMATELY $332,000 OF UNCOMPENSATED CARE COSTING $302,000. VNA PATIENTS ARE READMITTED TO THE HOSPITAL LOWER THAN THE NORMAL STANDARD. IN 2019, 19 PERCENT OF PATIENTS WERE READMITTED TO THE HOSPITAL COMPARED TO 15.7 PERCENT NATIONALLY. VNA QUALITY OUTCOMES WERE BETTER THAN THE NATIONAL AVERAGE FOR ALL HOME HEALTH AGENCIES NATIONWIDE. PATIENT SATISFACTION RESULTS SHOWED THAT OVER 89.5% OF PATIENTS WOULD RATE THE AGENCY A 9 OR 10 AND 87.7% OF PATIENTS SURVEYED WOULD CHOOSE VNA AGAIN OR RECOMMEND VNA TO THEIR FAMILY AND FRIENDS. THESE RATINGS RESULTED IN A 5 STAR PATIENT SATISFACTION RATING. FORM 990, PART III, LINE 4B ADJUNCT SERVICES: TELEHEALTH HOME MONITORING, COMMUNITY OUTREACH, FORMERLY CALLED HEALTH PROMOTIONS, FLU SHOT PROGRAM, AND IN-HOME PHARMACIST SERVICES. VNA PROVIDES TELEHEALTH HOME MONITORING, WHICH COMPLETED ITS FOURTEENTH YEAR IN MARCH 2019. UNITS ARE PLACED IN THE HOME ALLOWING NURSES TO MONITOR, IN A TIMELY, COST EFFICIENT MANNER, HEALTH INDICATORS SUCH AS WEIGHT, BLOOD PRESSURE, AND PULSE OF A PATIENT. EARLY DETECTION OF FLUCTUATIONS IN THESE AREAS ARE USEFUL IN GUIDING A PATIENT TO SEEK MEDICAL ATTENTION AND THEREFORE COULD SAVE THE PATIENT'S LIFE. PATIENTS BENEFIT FROM HAVING DAILY REVIEW OF THEIR VITAL SIGNS AND ALSO LEARN TO MAKE LIFESTYLE CHANGES WHICH IMPACT THEIR OVERALL HEALTH ON A LONG TERM BASIS THUS CONTAINING THE COST OF HEALTH CARE. IN 2019, OVER 160 PATIENTS WERE MONITORED. UNDER 11 PERCENT OF PATIENTS MONITORED REQUIRED A HOSPITALIZATION DURING THEIR TIME ON SERVICE WHICH IS LOWER THAN THE NATIONAL AVERAGE FOR NON-MONITORED PATIENTS. SERVICES ARE PROVIDED AT NO CHARGE TO QUALIFYING MEDICARE AND MEDICAID PATIENTS. VNA CONTINUED PARTNERSHIP WITH KU HEART FAILURE CLINIC, DEVELOPED CRITICAL PATHWAYS AND WORKED TO IDENTIFY NURSES FOR A CARE TEAM OF CARDIOPULMONARY PATIENTS. THE GOAL OF THIS PROGRAM IS TO IMPROVE KNOWLEDGE AND SELF-CARE OF PATIENTS TO REDUCE THE USE OF EMERGENCY ROOMS OR REHOSPITALIZATION DUE TO EXACERBATION OF HEART FAILURE SYMPTOMS. THROUGH THE COMMUNITY OUTREACH PROGRAM, VNA PROVIDES PREVENTATIVE HEALTH SCREENINGS (BLOOD PRESSURE, BLOOD GLUCOSE, AND CHOLESTEROL) AND HEALTH EDUCATION TO INDIVIDUALS AT REGULARLY SCHEDULED SENIOR SITES, THE MAJORITY OF WHICH ARE MID-AMERICA REGIONAL COUNCIL (MARC) SITES WHERE MEALS ARE PROVIDED TO SENIORS BY FEDERAL FUNDS. 48 SITES IN 6 COUNTIES WERE SERVED IN 2019. THESE SERVICES ARE PROVIDED FREE OF CHARGE AND ARE IMPORTANT TO PROVIDE THE ELDERLY EARLY DETECTION OF SERIOUS HEALTH ISSUES. EDUCATIONAL MATERIALS ARE PROVIDED IN ENGLISH AND SPANISH. DURING 2019, 4,971 SCREENINGS WERE PROVIDED AT AN EXPENSE OF $95,277 PARTIALLY OFFSET BY A SPEAS MEMORIAL GRANT OF $15,000. SCREENINGS INCLUDED 4,690 BLOOD PRESSURE CHECKS, 1,586 BLOOD GLUCOSE CHECKS, 402 CHOLESTEROL CHECKS AND ADMINISTERED 483 FLU VACCINES. THE AVERAGE COST OF THE SCREENING FOR THE CLIENT IS APPROXIMATELY $20 BUT THE VALUE OF THE SCREENING PROVIDED RANGES FROM $105 TO $130 BASED ON THE SCREENING PROVIDED SHOULD THE CLIENT HAVE RECEIVED THE SERVICES IN A PHYSICIAN'S OFFICE. VNA HOSTED THE FIFTEENTH ANNUAL BOO TO THE FLU CAMPAIGN IN EARLY OCTOBER AIMED AT ENCOURAGING CARE GIVERS, SENIOR CITIZENS, AND OTHER ADULTS TO RECEIVE THE FLU VACCINATION. OF THE 632 SHOTS PROVIDED IN THE 2019 CAMPAIGN, 187 WERE FROM THIS ONE-DAY EVENT WITH OTHER FLU SHOTS PROVIDED TO CORPORATE AND COMMUNITY OUTREACH LOCATIONS, AND PATIENTS IN THEIR HOMES. BLOOD PRESSURE CHECKS WERE ALSO PROVIDED FREE OF CHARGE. THIS EVENT PROVIDES COMMUNITY OUTREACH AND FLU PREVENTION OPPORTUNITIES. NATIONAL ATTENTION WAS GARNERED DUE TO THE SPONSORSHIP BETWEEN CLOROX, FAMILIES FIGHTING FLU, AND THE VNAA. THIS COMPONENT COST $17,000 AND WAS OFFSET BY $45,950 IN REVENUES RECEIVED COVERING THE FLU SHOTS FOR MEDICARE, INSURANCE, AND PRIVATE PAY SOURCES. VNA CONTINUED THEIR IN-HOME PHARMACIST PROGRAM DURING 2019 IN CONJUNCTION WITH TRIA HEALTH, INC. AND UMKC SCHOOL OF PHARMACY. THIS PROGRAM WAS DEVELOPED TO REVIEW AND RECONCILE MEDICATIONS FOR PATIENTS HAVING A POLYPHARMACY MEDICATION REGIME (5 OR MORE MEDICATIONS) AND HAVING A DIAGNOSIS OF CONGESTIVE HEART FAILURE, MYOCARDIAL INFARCTION, AND/OR DIABETES. SERVICES ARE PROVIDED BY SENIOR PHARM-D UMKC STUDENTS UNDER THE SUPERVISION OF A REGISTERED PHARMACIST WHO GO INTO THE HOME, REVIEW, RECONCILE, AND TEACH PATIENTS ABOUT THEIR MEDICATION REGIME. THE GOAL IS TO FURTHER REDUCE HOSPITAL READMISSIONS. OTHER BENEFITS TO PATIENTS HAVE INCLUDED RECOMMENDATIONS TO USE GENERIC OR LESS EXPENSIVE SUBSTITUTIONS, UNNECESSARY OR DISCONTINUING MEDICATIONS, ADVERSE DRUG REACTIONS, COMPLIANCE, WRONG DOSAGES, AND ADDITIONAL DRUG THERAPIES NEEDED. OVER 160 DRUG THEREAPY PROBLEMS WERE IDENTIFIED IN THE 141 PATIENTS WHO RECEIVED A MEDICATION RECONCILIATION CONSULTATOIN VISIT FROM A PHARMACIST. SAVINGS TO THE HEALTHCARE SYSTEM ARE ESTIMATED TO BE $125,000 WHICH INCLUDES 31 DISCONTINUED MEDICATIONS. FORM 990, PART VI, SECTION B, LINE 11B THE BOARD OF DIRECTORS OF THE CORPORATION RETAINS THE ULTIMATE RESPONSIBILITY FOR THE PREPARATION AND FILING OF THE CORPORATION'S ANNUAL INFORMATIONAL RETURN ON THE IRS FORM 990. THE BOARD WILL DELEGATE THE RESPONSIBILITY FOR PREPARATION OF THE FORM TO ITS ACCOUNTING FIRM, BUT THE BOARD SHALL REVIEW THE ANNUAL FORM 990 PRIOR TO FILING. THE DIRECTOR OF FINANCE, UNDER THE DIRECTION OF THE COMPLIANCE OFFICER, WILL PROVIDE EACH MEMBER OF THE BOARD A COPY OF THE ANNUAL FORM 990 PRIOR TO FILING THE DOCUMENTS. FORM 990 PART VI, SECTION B, LINE 12C AT THE TIME OF HIRE, OR ELECTION IN THE CASE OF CORPORATE DIRECTORS, THE CEO OR HIS/HER DESIGNEE SHALL PROVIDE TO THE BOARD AND TO ALL EXECUTIVE OFFICERS, ADMINISTRATIVE STAFF, ASSOCIATES, AND VOLUNTEERS A COPY OF THE CONFLICT OF INTEREST POLICY AND THE APPLICABLE CONFLICT OF INTEREST DISCLOSURE FORM AND QUESTIONNAIRE, WHICH SHALL BE COMPLETED TO IDENTIFY ANY RELATIONSHIPS, POSITIONS, OR CIRCUMSTANCES WITH RESPECT TO WHICH IT IS BELIEVED A CONFLICT MAY ARISE. CORPORATE DIRECTORS AND KEY EMPLOYEES ANNUALLY COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE; STAFF COMPLETE ANNUAL CORPORATE COMPLIANCE TRAINING OF WHICH CONFLICT OF INTEREST IS A COMPONENT; BOARD OF DIRECTORS RECEIVE CORPORATE COMPLIANCE TRAINING NO LESS THAN BI-ANNUALLY WITH NEW BOARD MEMBERS RECEIVING TRAINING DURING BOARD ORIENTATION. THIS ANNUAL MONITORING IS SUBJECT TO REVIEW BY THE CORPORATE COMPLIANCE COMMITTEE. EACH MEMBER OF THE BOARD AND MANAGEMENT ASSOCIATES SHALL DISCLOSE FULLY AND FRANKLY ANY AND ALL ACTUAL OR POTENTIAL CONFLICTS OR DUALITY OF INTEREST OR RESPONSIBILITY, WHETHER PERSONAL, INDIVIDUAL, OR BUSINESS, WHICH MAY EXIST OR APPEAR TO EXIST. A DUALITY OF INTEREST BECOMES A CONFLICT OF INTEREST ONLY IF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF VNA DECIDES THAT A CONFLICT OF INTEREST EXISTS BECAUSE THE DUALITY OF INTEREST IS SO SUBSTANTIAL THAT IT COULD COMPROMISE OBJECTIVE DECISION-MAKING OR COULD OTHERWISE BE DETRIMENTAL TO THE VNA ORGANIZATION. IF A CONFLICT OF INTEREST IS DETERMINTED TO EXIST, 1) THE INDIVIDUAL WITH THE CONFLICT SHALL NOT BE GIVEN ACCESS TO ANY INFORMATION THAT MIGHT PROVIDE AN UNFAIR ADVANTAGE TO THAT INDIVIDUAL OR THE FIRM THEY REPRESENT; 2) THE INDIVIDUAL WITH THE CONFLICT WILL BE REQUIRED TO WITHDRAW FROM ANY MEETING IN WHICH THE MATTER IS ADDRESSED, UNLESS THE APPLICABLE BOARD OR BOARD COMMITTEE ASKS THE INDIVIDUAL TO RESPOND TO SPECIFIC QUESTIONS OR TO MAKE A BRIEF PRESENTATION, OTHERWISE THE INDIVIDUAL SHALL NOT BE PRESENT FOR ANY DISCUSSION OF THE MATTER AND SHALL NOT CAST ANY VOTE ON ANY DECISION OR DETERMINATION RELATING TO THE TRANSACTION ARRANGEMENT; 3) THE CHAIRPERSON OF THE BOARD OR BOARD COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR DISINTERESTED COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION ARRANGEMENT; 4) AFTER EXERCISING DUE DILIGENCE, THE BOARD OR BOARD COMMITTEE SHALL DETERMINE WHETHER THE VNA ORGANIZATION CAN OBTAIN WITH REASONABLE EFFORTS A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST: 5) IF A MORE ADVANTAGEOUS TRANSACTION ARRANGEMENT IS NOT POSSIBLE OR FEASIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE BOARD OR BOARD COMMITTEE SHALL DETERMINE BY MAJORITY OF VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE VNA ORGANIZATION'S BEST INTEREST, FOR ITS OWN BENEFIT, AND WHETHER IT IS FAIR AND REASONABLE. IN CONFORMITY WITH THE ABOVE DETERMINATION, IT SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION ARRANGEMENT. NONDISCLOSURE OF INFORMATION SHALL BE ADHERED TO AND RECORDS OF PROCEEDINGS SHALL BE ENTERED INTO THE MINUTES OF THE BOARD AND ALL COMMITTEES. FORM 990, PART VI, SECTION B, LINES 15A & 15B VNA CORPORATION CONDUCTED COMPENSATION REVIEWS IN 2017. THE FIRM'S LEGAL COUNSEL, WITH THE DIRECTION OF THE HUMAN RESOURCES COMMITTEE AND THE EXECUTIVE COMMITTEE, PERFORMED THE REVIEW OF THE ORGANIZATION'S PRESIDENT, THE CFO, AND CNO (CLINICAL DIRECTOR). ANNUAL COMPENSATION IS REVIEWED BY THE EXECUTIVE COMMITTEE AND LEGAL COUNSEL, WITH INPUT BY THE BOARD'S HUMAN RESOURCES COMMITTEE, IN THE OFF YEARS. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XI, LINE 9 INTERCOMPANY TRANSFER OF ASSETS $3,283,571 CHANGE IN TEMPORARILY RESTRICTED NET ASSETS ($ 124,240) APPROPRIATION OF ENDOWMENT ASSETS 147,824 --------- $3,307,155 VNA Private Duty Care LLC 1500 Meadow Lake Parkway Kansas City MO 64114 431337104 HOME CARE MO 31698 0 VNA Corp VISITING NURSE ASSOCIATION FOUNDATION 1500 MEADOWLAKE PARKWAY KANSAS CITY MO 64114 431336600 FOUNDATION MO 501(C)(3) 12A VNA CORP true false false false false false false false false false false false false true true true false false false true VISITING NURSE ASSOCIATION FOUNDATION S 3283571 Cash Transfer