2017-11-14T16:22:55-06:00 2016-12-31 010523282 BERRY DUNN MCNEIL & PARKER LLC 1000 ELM STREET 15TH FLOOR MANCHESTER NH 03101 990 2016-01-01 036006494 VISITING NURSE ASSOCIATION AND HOSPICE OF VERMONT AND NEW HAMPSHIRE INC VISI 8883008853 205 BILLINGS FARM ROAD NO 5 WILDER VT 05088 JEANNE MCLAUGHLIN PRESIDENT AND CEO 6032988399 2017-11-14 1 DIMITRIOS PANACOPOULOS CPA P01603705 6036697337 2017-11-14 69.49.157.66 2017-11-14 16:52:26 ES P 444B8E07E82B94F17F50E41B46C5AAC764DCE57D 2F6A6628984E28F532C67895704E4F1F38634DDA 2016 2017-02-10 21:41:12Z JEANNE MCLAUGHLIN 205 BILLINGS FARM ROAD NO 5 WILDER VT 05088 26156313 0 X WWW.VNAHOSPICEVTNH.ORG X 1907 VT WE ARE DEDICATED TO DELIVERING OUTSTANDING HOME HEALTH AND HOSPICE SERVICES THAT ENRICH THE LIVES OF THE PEOPLE WE SERVE.IN MORE THAN 140 TOWNS IN VERMONT AND NEW HAMPSHIRE, WE DELIVER EXCELLENCE IN NURSING, REHABILITATION, HOSPICE, AND PERSONAL CARE SERVICES. AS A NON-PROFIT, OUR ONLY GOAL IS HELPING PEOPLE. 17 17 233 50 0 0 1460971 1397890 20088308 21837345 -302933 1184992 0 0 21246346 24420227 0 0 0 0 11942182 12275645 0 0 40182 8994685 10049433 20936867 22325078 309479 2095149 22151488 27717125 2897068 6367556 19254420 21349569 X WE ARE DEDICATED TO DELIVERING OUTSTANDING HOME HEALTH AND HOSPICE SERVICES THAT ENRICH THE LIVES OF THE PEOPLE WE SERVE.IN MORE THAN 140 TOWNS IN VERMONT AND NEW HAMPSHIRE, WE DELIVER EXCELLENCE IN NURSING, REHABILITATION, HOSPICE, AND PERSONAL CARE SERVICES. AS A NON-PROFIT, OUR ONLY GOAL IS HELPING PEOPLE. 0 0 19449517 21837345 HOME CARE - TO PROVIDE AND ASSURE EQUAL AND TIMELY ACCESS TO A COMPREHENSIVE ARRAY OF CLIENT-DIRECTED QUALITY HOME HEALTH, HOSPICE AND COMMUNITY BASED SERVICES AT THE LOWEST POSSIBLE COST AND TO COLLABORATE WITH OTHERS TO IMPROVE THE HEALTH AND WELL-BEING OF THE INDIVIDUAL, THE FAMILY AND THE COMMUNITY. 19449517 1 1 0 0 0 0 0 0 0 1 1 0 0 1 1 1 0 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 1 0 0 0 0 1 21 0 1 233 1 0 0 0 0 0 0 0 0 0 0 X 17 17 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 NH X JEANNE MCLAUGHLIN 6032988399 66 BENNING STREET WEST LEBANON NH 03784 GARY MAYO CHAIRMAN 0.00 X X 0 0 0 ADAM KELLER TRUSTEE 0.00 X 0 0 0 DAVID R MUNRO TRUSTEE 0.00 X 0 0 0 MICHAEL LONG TRUSTEE 0.00 X 0 0 0 STEPHEN WITMAN TRUSTEE 0.00 X 0 0 0 STEVE GORDON TRUSTEE 0.00 X 0 0 0 MARLENE SACHS TRUSTEE 0.00 X 0 0 0 TRACY BACH TRUSTEE 0.00 X 0 0 0 ELLEN FLAHERTY TRUSTEE 0.00 X 0 0 0 TIM FORD TRUSTEE 0.00 X 0 0 0 AIMEE GIGLIO TRUSTEE 0.00 X 0 0 0 DEVON GREEN TRUSTEE 0.00 X 0 0 0 DANA MICHALOVIC TRUSTEE 0.00 X 0 0 0 JEFFREY O'BRIEN TRUSTEE 0.00 X 0 0 0 JOSEPH PERRAS TRUSTEE 0.00 X 0 0 0 CYNTHIA TWOMBLY TRUSTEE 0.00 X 0 0 0 GERALDINE WILLIAMS TRUSTEE 0.00 X 0 0 0 JEANNE MCLAUGHLIN PRESIDENT & CEO 40.00 X 255656 0 26354 MIKE COUNTER VP OF FINANCE/TREASURER 40.00 X 139624 0 26551 SHEILA AUBIN DIRECTOR OF COMMUNITY PROGRAMS 40.00 X 166193 0 15389 NOEL BACTAD PHYSICAL THERAPIST 40.00 X 136121 0 3401 CATHERINE CULLEN CHIEF CLINICAL OFFICER 40.00 X 137963 0 16163 RITA LAFERRIERE DIRECTOR OF SPECIAL PROGRAMS 40.00 X 129197 0 28879 HOLLY AMOTH DIRECTOR OF HUMAN RESOURCE 40.00 X 116216 0 18551 1080970 0 135288 7 0 1 0 CORE MEDICAL GROUP 2 KEEWAYDIN DRIVE SALEM NH 03079 TEMP RN/THERAPY 1034901 AMN HEALTHCARE INC 12400 HIGH BLUFF DRIVE SAN DIEGO CA 92130 TEMP RN/THERAPY 496348 SIMIONE HEALTHCARE CONSULTANTS 4130 WHITNEY AVE HAMDEM CT 06518 HOSPICE DIRECTOR 365822 EDGEWATER TECHNOLOGY 200 HARVARD MILL SQUARE SUITE 210 WAKEFIELD MA 01880 INFORMATION SERVICES MANAGEMENT 362217 HEALTH CAROUSEL 1700 MADISON RD 100 CINCINNATI OH 45206 TEMP RN/THERAPY 282033 5 2655 957864 437371 1397890 HOME HEALTH CARE 621610 21837345 21837345 21837345 338133 338133 2582945 1707519 28567 875426 -28567 846859 846859 24420227 21837345 0 1184992 X 448185 448185 9728015 8541565 1186450 1321204 1160067 161137 778241 683325 94916 194875 171108 23767 78275 68728 9547 77126 67720 9406 4495005 3946784 548221 219796 192989 26807 18569 16304 2265 213841 187760 26081 455724 400143 55581 761947 688179 73768 40449 35516 4933 5542 4866 676 336686 295623 41063 125559 110246 15313 PROGRAM SUPPLIES 1578141 1578141 MEDICAID TAX 528240 528240 TELEPHONE 355358 312018 43340 OTHER EXPENSES 240800 211432 29368 323500 248763 34555 40182 22325078 19449517 2835379 40182 3947532 4186526 271310 407014 2942408 3722192 348540 276035 5080817 1463747 339044 3617070 14302654 15508288 22151488 27717125 2014202 2579116 882866 992274 2794650 0 1516 2897068 6367556 X 19224093 21319242 30327 30327 19254420 21349569 22151488 27717125 2095149 0 X 0 1 X 1 0 X 1100234 1146870 1428620 1460971 1397890 6534585 18812053 18971596 19667601 20088308 21837345 99376903 19912287 20118466 21096221 21549279 23235235 105911488 0 0 0 105911488 158661 198402 304016 322018 338133 1321230 158661 198402 304016 322018 338133 1321230 20070948 20316868 21400237 21871297 23573368 107232718 0.98770 0.98860 0.01230 0.01140 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 30327 30327 30327 30327 30327 30327 30327 30327 30327 30327 1.00000 0 0 2964804 59296 2905508 111852 78208 33644 299295 144594 154701 1704866 1181649 523217 3617070 ASSETS LIMITED AS TO USE 14922609 DUE FROM AFFILIATES 85679 INVESTMENT IN SUBSIDIARY 500000 15508288 DUE TO AFFILIATES 1516 1516 X 24420227 0 24420227 0 24420227 22325078 0 22325078 0 22325078 PART V, LINE 4: ALL INCOME EARNED IS USED FOR OPERATIONS PART X, LINE 2: THE ASSOCIATION IS A PUBLIC CHARITY UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. AS A PUBLIC CHARITY, THE ASSOCIATION IS EXEMPT FROM STATE AND FEDERAL INCOME TAXES ON INCOME EARNED IN ACCORDANCE WITH ITS TAX EXEMPT PURPOSE. UNRELATED BUSINESS INCOME IS SUBJECT TO STATE AND FEDERAL INCOME TAX. MANAGEMENT HAS EVALUATED THE ASSOCIATION'S TAX POSITIONS AND CONCLUDED THAT THE ASSOCIATION HAS NO UNRELATED BUSINESS INCOME OR UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE FINANCIAL STATEMENTS. 1 X X X X 0 0 0 0 0 0 0 1 0 JEANNE MCLAUGHLIN PRESIDENT & CEO 232383 0 23273 0 0 0 24000 0 2354 0 282010 0 0 0 MIKE COUNTER VP OF FINANCE/TREASURER 139624 0 0 0 0 0 22075 0 4476 0 166175 0 0 0 SHEILA AUBIN DIRECTOR OF COMMUNITY PROGRAMS 166193 0 0 0 0 0 13000 0 2389 0 181582 0 0 0 CATHERINE CULLEN CHIEF CLINICAL OFFICER 137782 0 181 0 0 0 15009 0 1154 0 154126 0 0 0 RITA LAFERRIERE DIRECTOR OF SPECIAL PROGRAMS 122720 0 6477 0 0 0 27000 0 1879 0 158076 0 0 0 PART I, LINE 7 ALL BONUSES ARE APPROVED AND PAID AT THE DISCRETION OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 4 THE BYLAWS WERE UPDATED TO REFLECT THAT DARTMOUTH-HITCHCOCK HEALTH IS THE SOLE MEMBER AND HAS THE FOLLOWING RESERVED POWERS: - TO APPROVE OR DISAPPROVE ALL MATERIAL GOVERNANCE, PROGRAMMATIC AND FINANCIAL DECISIONS OF THE BOARD INCLUDING WITHOUT LIMITATION THE ELIMINATION OR ADDITION OF ANY MATERIAL HEALTH/HEALTH CARE SERVICES OR PROGRAMS, SUCH PROGRAMMATIC DECISIONS TO INCLUDE, WITHOUT LIMITATION, DECISIONS IMPACTING THE HOSPICE HOME PROGRAM - TO APPOINT WITHOUT LIMITATION, AND SUBJECT TO THE COMPOSITION COMPLIANCE REQUIREMENTS OF VERMONT HOME HEALTH AGENCY DESIGNATION, UP TO ONE-THIRD OF THE TRUSTEE MEMBERS OF THE VNH BOARD OF TRUSTEES - TO RATIFY (MEANING THE ABILITY OF D-HH TO APPROVE OR DISAPPROVE EACH TRUSTEE CONDIDATE NOMINATED AND ELECTED BY THE NON D-HH APPOINTED VNH TRUSTEES, ("ELECTED TRUSTEES") FOR THE VNH BOARD, AND UPON D-HH APPROVAL, THE ABILITY OF D-HH TO INSTALL EACH APPROVED TRUSTEE CANDIDATE TO THE VNH BOARD) THE ELECTED TRUSTEES NOMINATED AND ELECTED TO THE BOARD PURSUANT TO ARTICLE V, SECTION 2(A) AND 4 OF THESE BYLAWS - TO REMOVE ANY VNH TRUSTEE IF D-HH DETERMINES, IN ITS REASONABLE GOOD FAITH DISCRETION, THAT SUCH REMOVAL IS IN THE BEST INTERESTS OF THE DARTMOUTH-HITCHCOCK HEALTH SYSTEM, FOLLOWING PRIOR CONSULTATION WITH THE VNH BOARD CHAIR - TO APPROVE OF MATERIAL BORROWINGS AND MATERIAL DISPOSITIONS OF ASSETS BY VNH - TO APPROVE ANY STRATEGIC RELATIONSHIP(S) BETWEEN VNH AND ANOTHER ORGANIZATION (DEFINED AS THE OWNERSHIP OF, OR CONTRACTUAL PARTICIPATION IN, A NETWORK, SYSTEM, AFFILIATION, JOINT VENTURE, ALLIANCE OR SIMILAR ARRANGEMENT) ENTERED INTO WITH AN ORGANIZATION THAT IS NOT PART OF THE DARTMOUTH-HITCHCOCK HEALTH SYSTEM - TO APPROVE ALL OPERATING AND CAPITAL BUDGETS AS WELL AS ALL STRATEGIC PLANS OF VNH - TO APPROVE ALL POLICIES RELATING TO ACADEMIC AND RESEARCH PROGRAMS AND AFFILIATIONS - TO REALLOCATE THE ASSETS AND RESOURCES OF VNH AS APPROPRIATE TO SERVE THE OVERALL BEST INTERESTS OF THE DARTMOUTH-HITCHCOCK HEALTH SYSTEM AS LONG AS IT DOES NOT JEOPARDIZE THE VIABILITY/SUSTAINABILITY AND PERFORMANCE OF VNH ON BEHALF OF ITS PATIENTS; AND PROVIDED THAT ANY SUCH REALLOCATION SHALL NOT AFFECT THE LEGACY FUNDS OR THE COMMUNITY CONTRIBUTIONS, AS SUCH TERMS ARE DEFINED HERIN AND IN THE AGREEMENT TO AFFILIATE; AND PROVIDED THAT NO SUCH REALLOCATION OF ASSETS AND RESOURCES SHALL JEOPARDIZE VNH'S LICENSES TO PROVIDE HOME HEALTH AND HOSPICE SERVICES IN BOTH VERMONT AND NEW HAMPSHIRE, ITS CERTIFICATION TO PROVIDE LONG TERM CARE IN VERMONT, OR ITS DESIGNATION IN VERMONT TO PROVIDE SUCH SERVICES; AND PROVIDED FURTHER THAT THE FOREGOING SHALL NOT BE EXERCISED SO AS TO EFFECT OR REQUIRE AN ASSIGNMENT OR TRANSFER OF ANY AUTHORITY OR DESIGNATION OF VNH AS PROHIBITED BY APPLICABLE HOME HEALTH AGENCY REGULATIONS - TO APPOINT, EVALUATE, COMPENSATE AT A LEVEL ACCEPTABLE TO D-HH AND/OR TERMINATE THE VNH PRESIDENT AND CHIEF EXECUTIVE OFFICER, FOLLOWING CONSULTATION IN EACH INSTANCE WITH THE VNH BOARD CHAIR, THE VNH BOARD AND/OR EXECUTIVE COMMITTEE AS PROVIDED IN ARTICLE VII HEREIN. THE VNH PRESIDENT AND CHIEF EXECUTIVE OFFICER SHALL REPORT JOINTLY TO THE D-HH PRESIDENT AND CEO (OR HIS/HER DESIGNEE)AND TO THE VNH BOARD - TO REQUIRE VNH TO PARTICIPATE IN DARTMOUTH-HITCHCOCK HEALTH SYSTEM-WIDE STRATEGIES, PROVIDER OR SERVICE NETWORKS, PRODICTS AND INITIATIVES, CONSISTENT WITH THE DARTMOUTH-HITCHCOCK HEALTH SYSTEM'S STRATEGIC PLAN AND WITH THE MISSION OF VNH, FOLLOWING CONSULTATION WITH THE VNH BOARD - TO APPROVE ANY PROPOSED AMENDMENT OR REPEAL OF THE VNH ARTICLES OF INCORPORATION OR BYLAWS. IN THE EVENT OF A CHANGE IN THE PROVISIONS OF THE RESERVED POWERS GRANTED TO D-HH AS THE SOLE MEMBER OF VNH IN THE BYLAWS AND/OR ARTICLES OF INCORPORATION, SUCH CHANGE SHALL NOT BE INCORPORATED INTO VNH'S BYLAWS OR ARTICLES OR BE BINDING ON D-HH OR VNH UNLESS SUCH CHANGE(S) IS/ARE APPROVED BY WAY OF AMENDMENT TO VNH'S GOVERNING DOCUMENTS CONSISTENT WITH AND SUBJECT TO D-HH RESERVED POWERS - TO APPROVE THE DISSOLUTION OR LIQUIDATION OF VNH, FOLLOWING SUCH APPROVAL BY THE VNH BOARD OF TRUSTEES, AND - TO REQUIRE VNH TO CEASE OPERATING THE HOSPICE HOME PROGRAM, AFTER CONSULTATION WITH THE VNH BOARD, IF DEEMED NECESSARY BY D-HH BASED ON FINANCIAL PERFORMANCE OF THE PROGRAM AS FURTHER SET FORTH IN THE AGREEMENT TO AFFILIATE. FORM 990, PART VI, SECTION A, LINE 6 DARTMOUTH-HITCHCOCK HEALTH IS THE SOLE MEMBER FORM 990, PART VI, SECTION A, LINE 7A DARTMOUTH-HITHCOCK HEALTH HAS THE POWER TO APPOINT UP TO ONE-THIRD OF THE TRUSTEE MEMBERS OF THE VNH BOARD OF TRUSTEES FORM 990, PART VI, SECTION A, LINE 7B DARTMOUTH-HITCHCOCK HEALTH, THE ORGANIZATION'S SOLE MEMBER, HAS THE RESERVED POWER TO: - REMOVE TRUSTEES - REALLOCATE ASSETS AND RESOURCES - APPOINT, EVALUATE, COMPENSATE, AND/ OR TERMINATE THE VNH PRESIDENT AND CHIEF EXECUTIVE OFFICER - APPROVE THE DISSOLUTION OR LIQUIDATION OF VNH - REQUIRE VNH TO CEASE OPERATING THE HOSPICE HOME PROGRAM BASED ON FINANCIAL PERFORMANCE FORM 990, PART VI, SECTION B, LINE 11B THE CHIEF FINANCIAL OFFICER WILL FIRST REVIEW THE FORM 990 IN ITS ENTIRETY. THE EXECUTIVE COMMITTEE REVIEWS AND APPROVES THE PROCESS FOR THE FORM 990 REVIEW AND APPOINTS A FINANCE COMMITTEE MEMBER AS WELL AS ANOTHER MEMBER OF THE BOARD OF TRUSTEES TO REVIEW THE FORM 990. QUESTIONS AND COMMENTS ARE BROUGHT TO THE ATTENTION OF THE EXECUTIVE COMMITTEE AND ARE RESOLVED PRIOR TO SUBMISSION OF THE FORM 990. A COPY OF THE FORM 990 IS POSTED ON THE TRUSTEES DOMAIN ON THE VNH WEBSITE AND THE BOARD OF TRUSTEES IS GIVEN INSTRUCTIONS TO ACCESS AND REVIEW THE FORM 990 PRIOR TO SUBMISSION. FORM 990, PART VI, SECTION B, LINE 12C EACH YEAR ALL BOARD MEMBERS AND TOP MANAGEMENT ARE REQUIRED TO SIGN A CONFLICT OF INTEREST FORM. FORM 990, PART VI, SECTION B, LINE 15 THE CEOS COMPENSATION IS DETERMINED BY THE BOARD OF TRUSTEES COMPENSATION COMMITTEE WHO USES SALARY MARKET STUDIES AND PERFORMANCE TO DETERMINE THE COMPENSATION PACKAGE. ALL OTHER EMPLOYEES COMPENSATION IS DETERMINED BY SALARY MARKET STUDIES, YEARS OF EXPERIENCE IN HEALTHCARE & HOME HEALTHCARE, AND PERFORMANCE BY JOB FUNCTION. FORM 990, PART VI, SECTION C, LINE 19 BY REQUEST. FORM 990, PART IX, LINE 11G OTHER CONTRACT SERVICES: PROGRAM SERVICE EXPENSES 3,946,784. MANAGEMENT AND GENERAL EXPENSES 548,221. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 4,495,005. HELP AT HOME LLC 205 BILLINGS FARM ROAD WIDLER VT 05001 PRIVATE DUTY VT -126410 386472 VNA AND HOSPICE OF VERMONT AND NEW HAMPSHIRE INC