2019-11-15T10:34:16-06:00 2018-12-31 621517792 PYA P C 2220 SUTHERLAND AVE KNOXVILLE TN 37919 990EZ 2018-01-01 582163724 CRH HEALTHCARE INC CRHH 9123841900 1101 OCILLA ROAD/PO BOX 1287 DOUGLAS GA 315332207 VICKI LEWIS PRESIDENT AND CEO 9123841900 2019-11-13 1 DEBORAH O ERNSBERGER P00364912 8656730844 47.200.215.56 2019-11-15 10:34:13 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 AF23F2A68CFF53983216DF8908F842EE3670BFA3 2018 2020-04-17 16:48:07Z X X WWW.COFFEEREGIONAL.ORG X X 0 0 0 0 0 0 0 0 0 0 0 0 0 X OPERATE FOR THE BENEFIT OF COFFEE REGIONAL MEDICAL CENTER, INC. CRH HEALTHCARE, INC. WILL PROVIDE STRATEGIC PLANNING AND MANAGEMENT SERVICES TO COFFEE REGIONAL MEDICAL CENTER, INC. (CRMC) AND OTHER HEALTHCARE RELATED ORGANIZATIONS. 0 0 0 VICKI LEWIS CEO/PRESIDENT 1.00 0 0 0 JAMES DENNIS CHAIR 1.00 0 0 0 WENDELL SASSER DIRECTOR 1.00 0 0 0 MIKE WILLS DIRECTOR 1.00 0 0 0 RUSS STORY DIRECTOR 1.00 0 0 0 DREW BAGWELL MD DIRECTOR 1.00 0 0 0 MARLENE BALDREE SECRETARY 1.00 0 0 0 RUEBEN SPEIGHT VICE CHAIR 1.00 0 0 0 JOHN DAY DIRECTOR 1.00 0 0 0 SUDHAKAR JONNA MD DIRECTOR 1.00 0 0 0 LAVONDA CRAVEY EXECUTIVE VP/CFO 1.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 GA JOHN MCLEOD 1101 OCILLA ROAD/PO BOX 1287 DOUGLAS GA 315332207 9123841900 0 0 0 0 0 0 0 0 0 0 NONE NONE 1 X X 2 COFFEE REGIONAL MEDICAL CENTER INC 650543088 3 1 0 0 CRH HEALTH SERVICES INC 582165827 7 0 0 0 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 X 1 1 PART IV, SECTION A, LINE 1: CRH HEALTHCARE, INC. (CRH) IS THE PARENT ORGANIZATION AND SOLE MEMBER OF CRH HEALTH SERVICES, INC. (SERVICES) AND COFFEE REGIONAL MEDICAL CENTER, INC. (CRMC). ALTHOUGH CRMC IS SPECIFICALLY LISTED AS A SUPPORTED ORGANIZATION IN THE CRH GOVERNING DOCUMENTS, SERVICES IS A SUPPORTED ORGANIZATION BY VIRTUE OF ITS HISTORIC AND CONTINUING RELATIONSHIP WITH CRH SINCE ITS 1994 INCORPORATION. AS A SOLE MEMBER, CRH RESERVES CERTAIN POWERS OVER ALL ITS SUPPORTED ORGANIZATIONS, SUCH AS THE RIGHT TO ELECT AND REMOVE BOARD DIRECTORS; AMEND OR RESTATE GOVERNING DOCUMENTS; ADOPT PLANS OF LIQUIDATION, DISSOLUTION, MERGER OR CONSOLIDATION; APPROVE INDEBTEDNESS IN EXCESS OF $1,000,000; ORGANIZE SUBSIDIARIES OR ENTER INTO JOINT VENTURES; ADOPT OR AMEND BUDGETS; AND ADOPT THE CORPORATE STRATEGIC PLAN. ADDITIONALLY, THE CONTROL OR MANAGEMENT OF SERVICES IS VESTED IN THE SAME PERSONS THAT CONTROL OR MANAGE CRMC. AN OVERLAP IN BOARD MEMBERSHIP, THE FACT THAT CRH APPOINTS ALL VOTING MEMBERS OF BOTH BOARDS, AND THE FACT THAT CRH SEEKS TO OPERATE THE ENTIRE HEALTH SYSTEM IN A COORDINATED AND INTEGRATED FASHION DEMONSTRATES A CLOSE HISTORIC AND CONTINUING RELATIONSHIP BETWEEN ALL THESE ENTITIES. PART IV, SECTION A, LINE 4A ON MARCH 31, 2003, COFFEE REGIONAL MEDICAL CENTER, INC. (CRMC), A GEORGIA NONPROFIT CORPORATION, TAX EXEMPT UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, ENTERED INTO AN INSURANCE ARRANGEMENT (ARRANGEMENT) WITH GEORGIA HEALTH CARE INSURANCE COMPANY SPC (SPC), A SEGREGATED PORTFOLIO COMPANY INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS, WHEREBY CRMC WOULD LEASE FROM THE SPC A CELL OF THE SPC, DESIGNATED AS COFFEE HEALTHCARE SEGREGATED PORTFOLIO (CELL). UNDER THE ARRANGEMENT, CRMC HAS ONLY A BENEFICIAL INTEREST IN THE CELL. THIS BENEFICIAL INTEREST IS LIMITED TO THE EXCESS CAPITAL AFTER CLAIMS PAID TO THE POLICYHOLDERS AND CREDITORS OF THE CELL. FURTHERMORE, THE PROFITS OF THE CELL ARE TO BE DISTRIBUTED TO THE POLICYHOLDERS OF THE CELL AND NOT CRMC. IN THE SPIRIT OF FULL DISCLOSURE, IT SHOULD BE NOTED THAT THE POLICYHOLDERS OF THE CELL ARE FACILITIES OWNED AND OPERATED BY CRMC AND ITS AFFILIATES. HOWEVER, THE RIGHTS OF CRMC ARE LIMITED TO CONTRACTUAL RIGHTS AND GENERALLY ARE NOT REPRESENTATIVE OF ANY SUCH RIGHTS INDICATIVE OF OWNERSHIP OR EQUITY PARTICIPATION (I.E., NO RIGHT TO PARTICIPATE IN THE GOVERNANCE OF THE SPC OR THE CELL, NO RIGHT TO PARTICIPATE IN THE MANAGEMENT OF THE SPC OR THE CELL, NO ISSUANCE OF STOCK OR OWNERSHIP INTEREST IN THE SPC OR THE CELL, ETC.). PART IV, SECTION D, LINE 3: THE BYLAWS OF CRH AND CRMC REQUIRE THAT TWO OF THE MEMBERS OF THE BOARD OF DIRECTORS OF CRH ALSO SERVE ON THE BOARD OF CRMC. ALSO, THE CEO AND CFO OF THIS ORGANIZATION SERVE AS THE CEO AND CFO OF CRMC. THIS OVERLAP BETWEEN THE BOARDS, TOGETHER WITH THE DUAL ROLE THE CEO AND CFO PLAY OVER ALL ORGANIZATIONS, INSURES THAT CRMC HAS A SIGNIFICANT VOICE IN CRH'S INVESTMENT POLICY AND THE USE OF ITS INCOME AND ASSETS. ADDITIONALLY, THE CRMC FINANCE COMMITTEE IS AUTHORIZED BY THE CRH BOARD TO TAKE CERTAIN ACTIONS ON BEHALF OF THE SUPPORTING ORGANIZATION OF CRH. FOR EXAMPLE, THE CONSOLIDATED FINANCIAL STATEMENTS REPRESENTING CRH AND OTHER RELATED ORGANIZATIONS ARE APPROVED BY THE CRMC FINANCE COMMITTEE AND PRESENTED TO CRH ON A REGULAR BASIS. PART IV, SECTION E, LINE 3A: CRH HEALTHCARE, INC. APPOINTS ALL OF THE MEMBERS OF THE BOARDS OF DIRECTORS OF ITS SUPPORTED ORGANIZATIONS. PART IV, SECTION E, LINE 3B: THE BYLAWS OF CRH AND CRMC REQUIRE THAT TWO CRH BOARD DIRECTORS ALSO SERVE ON THE CRMC BOARD. THIS OVERLAP BETWEEN THE TWO BOARDS, TOGETHER WITH THE OTHER POWERS GRANTED TO CRH UNDER THE RESPECTIVE CORPORATION ORGANIZATIONAL DOCUMENTS INSURES THAT CRH HAS A SUBSTANTIAL DEGREE OF DIRECTION OVER THE SUPPORTED ORGANIZATION. IN ADDITION TO THE BOARD OVERLAP, CRH IS RESPONSIBLE FOR THE LONG-RANGE STRATEGIC PLANNING ACTIVITIES OF THE SUPPORTED ORGANIZATION AND HAS CONTROL OVER VARIOUS ELEMENTS OF ITS ACTIVITIES THROUGH THE RIGHT TO APPOINT AND REMOVE DIRECTORS, AS WELL AS THE RIGHT TO APPROVE OR DISAPPROVE CERTAIN ACTIONS. FOR EXAMPLE, CRH REVIEWS AND APPROVES THE ANNUAL BUDGETS OF ITS SUBSIDIARIES AND MUST APPROVE ANY AMENDMENTS TO THOSE BUDGETS. IT ALSO MUST APPROVE AMENDMENTS TO ANY SUBSIDIARY'S ARTICLES OF INCORPORATION OR BYLAWS, THE SUPPORTED ORGANIZATION'S REMOVAL OF A DIRECTOR, THE INCURRENCE OF ANY SINGLE ITEM OF DEBT ABOVE $1,000,000, THE STRATEGIC PLAN OF THE SUPPORTED ORGANIZATION, THE ORGANIZATION OF ANY SUBSIDIARY OF THE SUPPORTED ORGANIZATION OR ITS ENTERING INTO ANY JOINT VENTURE OR PARTNERSHIP, TRANSACTIONS INVOLVING THE SALE OF SUBSTANTIALLY ALL OF ITS ASSETS OR A MERGER OR CONSOLIDATION WITH ANY OTHER CORPORATION, AND THE ADOPTION OR AMENDMENT OF AN ANNUAL OPERATING BUDGET (THE SUPPORTING ORGANIZATION MAY NOT MAKE EXPENDITURES EXCEPT PURSUANT TO A BUDGET APPROVED BY CRH). DURING THE CURRENT YEAR, CRH APPROVED THE SUPPORTING ORGANIZATION'S ANNUAL BUDGET, REVIEWED ITS FINANCIAL STATEMENTS ON A QUARTERLY BASIS, RECEIVED AND REVIEWED ITS ANNUAL AUDIT, REVIEWED AND APPROVED AMENDMENTS TO THE OPERATING AGREEMENT OF A LIMITED LIABILITY COMPANY SUBSIDIARY OF THE SUPPORTED ORGANIZATION, AND APPOINTED DIRECTORS. ALSO, THE CRH GOVERNING BOARD CHARGES THE ADMINISTRATOR/CEO WITH THE RESPONSIBILITY OF EXERCISING DIRECTION OVER THE POLICIES, PROGRAMS, AND ACTIVITIES OF THE SUPPORTED ORGANIZATION. INCREMENTAL REPORTS ARE PROVIDED AT REGULARLY SCHEDULED CRH MEETINGS.