2017-08-11T14:46:38-05:00 2016-09-30 BKD LLP 910 E ST LOUIS 200/PO BOX 1190 SPRINGFIELD MO 658062523 990 2015-10-01 463593492 GIFFORD RETIREMENT COMMUNITY INC % JEFFREY HEBERT GIFF 8027282356 44 S MAIN STREET RANDOLPH VT 05060 DANIEL BENNETT CEO 2017-07-10 true Brian D Todd P00422601 4178658701 2015 2021-01-29 14:40:06Z DANIEL BENNETT 44 SOUTH MAIN STREET RANDOLPH VT 05060 3421488 false X WWW.GIFFORDMED.ORG X 2013 VT GIFFORD RETIREMENT COMMUNITY, INC. BROKE GROUND ON THE CONSTRUCTION OF AN INDEPENDENT LIVING FACILITY, PLANNED OPENING IS IN AUGUST 2017. 17 15 0 17 0 0 6225 3895 1052308 3417096 243 497 0 0 1058776 3421488 0 0 0 0 1018767 2754770 0 0 11485 482443 1751022 1501210 4505792 -442434 -1084304 470693 2478477 913127 3038444 -442434 -559967 AS A COMMUNITY HEALTH CENTER AND MEDICAL HOME, GIFFORD'S MISSION IS TO IMPROVE AND MANAGE THE HEALTH OF THE PEOPLE WE SERVE BY PROVIDING AND ASSURING ACCESS TO AFFORDABLE, HIGH-QUALITY HEALTH CARE, AND BY PROMOTING THE HEALTH AND WELL-BEING OF EVERYONE IN OUR SERVICE AREA. false false 4111119 3417096 THE MENIG NURSING HOME IS ORANGE COUNTY'S ONLY NURSING HOME FACILITY. HOME TO 30 RESIDENTS, MENIG HAS BEEN RECOGNIZED FOR NUMEROUS STATE AND NATIONAL QUALITY RECOGNITIONS AND RESIDENT SATISFACTION AWARDS. THE FACILITY OPENED IN DOWNTOWN RANDOLPH (ATTACHED TO GIFFORD) IN 1999 AND TRANSITIONED IN 2015 TO ITS NEW LOCATION IN BEAUTIFUL RANDOLPH CENTER AS THE ANCHOR TO MORGAN ORCHARDS, A SENIOR LIVING COMMUNITY WHICH RECENTLY BROKE GROUND ON AN INDEPENDENT LIVING FACILITY. GRC PLANS TO ADD AN ASSISTED LIVING FACILITY IN THE FUTURE. 4111119 true false false true false false false false false false true false false false true 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 false true false false false true X 0 0 0 false false false false false false false false false false X 17 15 false false true false true true false true true false false true true true true true true false false false X JEFFREY HEBERT 8027282356 P O BOX 2000 RANDOLPH VT 05060 AUGUST MEYER CHAIR 1.0 2.0 X X 0 0 0 PETER NOWLAN VICE-CHAIR 1.0 2.0 X X 0 0 0 LINCOLN CLARK TREASURER END 12/15, DIRECTOR 1.0 2.0 X X 0 0 0 BARBARA ROCHAT SECRETARY 1.0 2.0 X X 0 0 0 BOB WRIGHT DIRECTOR 1.0 1.0 X 0 0 0 PAUL KENDALL DIRECTOR 1.0 2.0 X 0 0 0 MATT CONSIDINE DIRECTOR END 12/15, TREASURER 1.0 2.0 X X 0 0 0 JODY RICHARDS DIRECTOR 1.0 2.0 X 0 0 0 TODD WINSLOW DIRECTOR 1.0 2.0 X 0 0 0 SUE SYTSMA DIRECTOR 1.0 2.0 X 0 0 0 CLAY WESTBROOK DIRECTOR BEGINNING 8/16 1.0 2.0 X 0 0 0 SUE SHERMAN DIRECTOR 1.0 2.0 X 0 0 0 CAROL BUSHEY DIRECTOR 1.0 2.0 X 0 0 0 SHEILA JACOBS DIRECTOR 1.0 2.0 X 0 0 0 PETER REED DIRECTOR BEGINNING 12/15 1.0 2.0 X 0 0 0 JOSEPH WOODIN PRESIDENT & CEO ENDING 4/16 1.0 41.0 X X 0 439446 31128 BERTON WHITAKER INTERIM PRES & CEO 5/16-9/16 1.0 41.0 X X 0 0 0 WILLIAM BAUMANN JR DIRECTOR END 8/2016 1.0 1.0 X 0 0 0 LINDA MINSINGER DIRECTOR 1.0 0.0 X 0 133335 2660 JEFFREY HEBERT CFO 1.0 41.0 X 0 160584 10359 0 733365 44147 0 false true false 0 3895 3895 NET PATIENT SERVICE REVENUE 624100 3410188 3410188 CAFETERIA REVENUE 722514 6908 6908 3417096 497 497 0 0 0 0 0 0 0 0 0 0 3421488 3417096 497 0 0 0 0 0 0 1881882 1741570 135362 4950 47236 43714 3398 124 653397 604680 46998 1719 172255 159412 12390 453 0 32495 32495 6831 6831 0 0 0 403973 349908 53070 995 16442 15216 1183 43 334919 306312 27736 871 0 0 134988 124923 9710 355 1946 1801 140 5 0 3377 3125 243 9 0 0 427414 395547 30743 1124 28569 26439 2055 75 LICENSES, DUES, SUBSCRIPTION 289640 268044 20834 762 MEDICAL SUPPLIES & DRUGS 70428 70428 4505792 4111119 383188 11485 4949 9745 110705 139870 0 0 251475 240905 0 0 0 0 0 0 8143 5221 95421 38227 1952011 0 1952011 0 0 0 0 0 0 0 0 0 92498 470693 2478477 415294 1733849 0 0 0 0 0 0 0 0 0 0 0 0 0 0 497833 1304595 913127 3038444 X -448659 -566991 6225 7024 0 0 -442434 -559967 470693 2478477 X -1084304 966771 X false true X true false X 0 0 0 6225 3895 10120 1052308 3417096 4469404 0 0 0 0 0 0 1058533 3420991 4479524 0 0 0 4479524 243 497 740 0 243 497 740 0 0 0 0 0 1058776 3421488 4480264 X 0.00000 false false false false false false false false true 661 661 false SCHEDULE C, PART II-B, LINE 1I OTHER LOBBYING ACTIVITIES: GIFFORD MEDICAL CENTER, INC., A RELATED ORGANIZATION, IS A MEMBER OF THE VERMONT ASSOCIATION OF HOSPITALS AND HEALTH SYSTEMS, THE BI-STATE PRIMARY CARE ASSOCIATION, AND THE AMERICAN HOSPITAL ASSOCIATION. A PORTION OF THE DUES PAID TO THESE ORGANIZATIONS IS AVAILABLE FOR LOBBYING EXPENDITURES ON BEHALF OF GIFFORD MEDICAL CENTER AND THE OTHER MEMBER ORGANIZATIONS IN FURTHERANCE OF THEIR EXEMPT PURPOSES. GIFFORD MEDICAL CENTER DOES NOT DIRECTLY PERFORM ANY LOBBYING ACTIVITIES. A PORTION OF THESE DUES HAVE BEEN ALLOCATED TO RELATED ORGANIZATIONS GIFFORD RETIREMENT COMMUNITY, INC. AND GIFFORD HEALTH CARE, INC. THESE ALLOCATED AMOUNTS ARE SHOWN ON THEIR RESPECTIVE SCHEDULE C. 1952011 1952011 1952011 0 DUE TO AFFILIATES 1304595 1304595 3420689 3096 3096 3417593 3895 3895 3421488 4505792 4505792 4505792 SCHEDULE D, PART X, LINE 2 UNCERTAIN TAX POSITIONS: 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, LINE 2D OTHER REVENUE ON LINE 1, BUT NOT ON FORM 990, PART VIII, LINE 12: $ 3,096 NET ASSETS RELEASED FROM RESTRICTION SCHEDULE D, PART XI, LINE 4B AMOUNTS INCLUDED ON FORM 990, PART VIII, LINE 12, BUT NOT ON LINE 1: $ 3,895 TEMPORARILY RESTRICTED CONTRIBUTIONS false false false false false false false false false JOSEPH WOODIN PRESIDENT & CEO ENDING 4/16 0 415137 0 0 0 24309 0 13250 0 17878 0 470574 0 0 JEFFREY HEBERT CFO 0 154749 0 0 0 5835 0 8050 0 2309 0 170943 0 0 SCHEDULE J, PART I, LINE 3: CEO COMPENSATION REVIEW: GIFFORD MEDICAL CENTER, INC., A RELATED ORGANIZATION, DETERMINES THE COMPENSATION OF THE CEO USING THE FOLLOWING METHODS: -COMPENSATION COMMITTEE -INDEPENDENT COMPENSATION CONSULTANT -FORM 990 OF OTHER ORGANIZATIONS -WRITTEN EMPLOYMENT CONTRACT -COMPENSATION SURVEY OR STUDY -APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE FORM 990, PART V, LINE 2A W-2'S FILED: GIFFORD MEDICAL CENTER, A RELATED ORGANIZATION OF GIFFORD RETIREMENT COMMUNITY, FILES ALL W-2'S FOR THE ORGANIZATION. SALARIES, PENSION, PAYROLL TAXES, AND EMPLOYEE BENEFITS OF THOSE INDIVIDUALS ARE THEN ALLOCATED FOR THE AMOUNTS THAT REPRESENT WORK PERFORMED FOR GIFFORD RETIREMENT COMMUNITY. IN ADDITION, JOSEPH WOODIN AND JEFFREY HEBERT SERVED AS CEO AND CFO, RESPECTIVELY, OVER GIFFORD MEDICAL CENTER, GIFFORD HEALTH CARE, AND GIFFORD RETIREMENT COMMUNITY. THEIR COMPENSATION HAS BEEN SHOWN IN PART VII AS PAID BY GIFFORD MEDICAL CENTER ONLY, ALTHOUGH THEIR TIME SPENT IS ATTRIBUTABLE TO ALL THREE ENTITIES. FORM 990, PART VI, SECTION A, LINE 4 SIGNIFICANT CHANGES TO GOVERNING DOCUMENTS: DURING FISCAL YEAR 2016, GRC AMENDED ITS BYLAWS TO INCLUDE THE FOLLOWING SIGNIFICANT CHANGES: -BOARD OF TRUSTEES 4.1 NUMBER BOARD WILL STRIVE TO HAVE FIFTEEN (15) MEMBERS ("TRUSTEES") AT ALL TIMES. 4.11 COMPENSATION (A) NO TRUSTEE SHALL RECEIVE ANY COMPENSATION FOR ANY SERVICES PERFORMED IN HIS/HER CAPACITY AS A TRUSTEE. TRUSTEES MAY BE REIMBURSED BY RESOLUTION OF THE BOARD FOR REASONABLE EXPENSES INCURRED IN ATTENDING AN ANNUAL, REGULAR, OR SPECIAL MEETING OF THE BOARD OF TRUSTEES. (B) THE BOARD MAY CONTRACT FOR UNUSUAL OR SPECIAL SERVICES PROVIDED TO GRC BY TRUSTEES. NOTHING IN THESE BYLAWS SHALL LIMIT ANY TRUSTEE FROM RECEIVING COMPENSATION APPROPRIATE FOR THE VALUE OF SUCH SERVICES PERFORMED FOR GRC IN A CAPACITY OTHER THAN AS A TRUSTEE, PROVIDED THAT ALL POLICIES AND PROCEDURES REGARDING TRUSTEE CONFLICTS OF INTEREST AND APPLICABLE PROCUREMENT STANDARDS HAVE BEEN FOLLOWED. -MEETINGS OF THE BOARD OF TRUSTEES 5.5 VOTING AT ANY MEETING OF THE BOARD OF TRUSTEES, THE VOTES OF A MAJORITY OF THE VOTING TRUSTEES PRESENT SHALL BE REQUIRED FOR THE ADOPTION OF ANY RESOLUTION OR TAKING OF ANY ACTION. EACH TRUSTEE SHALL BE ENTITLED TO ONE (1) VOTE. VOTING BY PROXY SHALL NOT BE PERMITTED. 5.6 DELEGATION OF AUTHORITY. NO ASSIGNMENT, REFERRAL, OR DELEGATION OF AUTHORITY BY THE BOARD OF TRUSTEES TO GRC'S MANAGEMENT OR ANYONE ELSE SHALL PRECLUDE THE BOARD OF TRUSTEES FROM EXERCISING THE AUTHORITY REQUIRED TO MEET ITS RESPONSIBILITY FOR THE CONDUCT OF GRC. THE BOARD OF TRUSTEES SHALL RETAIN THE RIGHT TO RESCIND ANY SUCH DELEGATION. -COMMITTEES 8. 7 AUDIT COMMITTEE THE GHC AUDIT COMMITTEE SHALL BE THE AUDIT COMMITTEE OF GRC. (A) THE AUDIT COMMITTEE SHALL ANNUALLY RECOMMEND TO THE FINANCE COMMITTEE THE SELECTION OF AN INDEPENDENT AUDITOR TO THE BOARD OF TRUSTEES. THE INDEPENDENT AUDITOR SHALL PERFORM AN ANNUAL AUDIT. (B) THE AUDIT COMMITTEE SHALL BE RESPONSIBLE FOR ANNUALLY EVALUATING THE PERFORMANCE OF THE INDEPENDENT AUDITOR. (C) THE AUDIT COMMITTEE SHALL MEET WITH REPRESENTATIVES OF THE INDEPENDENT AUDITOR PRIOR TO OR DURING THE ANNUAL AUDIT. -STANDARDS OF CONDUCT 11.1 FIDUCIARY DUTY EACH TRUSTEE HAS A FIDUCIARY DUTY TO GRC AND MUST GIVE IT HIS/HER LOYALTY. 11.2 STANDARDS OF CONDUCT THE BOARD OF TRUSTEES SHALL ESTABLISH, ADOPT, AND PERIODICALLY UPDATE A WRITTEN STANDARDS OF CONDUCT POLICY THAT ESTABLISHES PROCEDURES FOR DISCLOSING AND ADDRESSING CONFLICTS OF INTEREST OR THE APPEARANCE OF CONFLICTS OF INTEREST BY TRUSTEES, BOARD COMMITTEE MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND/OR AGENTS WHO PROVIDE SERVICES OR FURNISH GOODS TO GRC, AND FOR MAINTAINING CONFIDENTIALITY. VIOLATION OF THE STANDARDS OF CONDUCT POLICY SHALL BE IMMEDIATE GROUNDS FOR PERMANENT DISMISSAL OF A TRUSTEE, BOARD COMMITTEE MEMBER, OFFICER, EMPLOYEE, CONTRACTOR, OR AGENT OF GRC. -DISSOLUTION 14.1 RESOLUTION OF DISSOLUTION GRC MAY BE DISSOLVED BY ADOPTION OF A RESOLUTION BY THE BOARD OF TRUSTEES. 14.2 DISTRIBUTION OF ASSETS UPON LIQUIDATION OR DISSOLUTION OF GRC AND AFTER ALL JUST DEBTS OF GRC HAVE BEEN PAID, ALL THE ASSETS AND PROPERTY OF GRC, IF ANY, SHALL BE DISPOSED OF, IN ACCORDANCE WITH THE RESOLUTION OF DISSOLUTION, TO ONE OR MORE ORGANIZATIONS THAT ARE EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AS A MAJORITY OF THE BOARD OF TRUSTEES SHALL DESIGNATE. NO TRUSTEE, BOARD COMMITTEE MEMBER OR OFFICER OF GRC, OR ANY CREATOR OF OR ANY CONTRIBUTOR OR DONOR TO GRC, OR ANY PRIVATE INDIVIDUAL OR PRIVATE INTEREST, OR ANY PERSONS CONTROLLED DIRECTLY OR INDIRECTLY BY SUCH PRIVATE INDIVIDUAL OR PRIVATE INTEREST, SHALL BY VIRTUE OF SUCH TERMINATION AND LIQUIDATION EVER RECEIVE OR BE ENTITLED TO ANY OF THE ASSETS OF GRC. FORM 990, PART VI, SECTION A, LINES 6 & 7A ORGANIZATION'S MEMBERS: GIFFORD HEALTH CHARE, INC., (GHC) MUST CONSTITUTE THE MAJORITY OF THE MEMBERS OF THE GIFFORD RETIREMENT COMMUNITY, INC., (GRC) BOARD. THE GHC DIRECTORS ELECT THE MEMBERS OF THE GRC BOARD. FORM 990, PART VI, SECTION B, LINE 11B REVIEW OF THE FORM 990: THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM BASED ON THE AUDITED FINANCIAL STATEMENTS AND INFORMATION PROVIDED BY THE ACCOUNTING DEPARTMENT OF THE ORGANIZATION. THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES FIRST REVIEWS THE FORM 990. THEN THE FULL BOARD OF TRUSTEES REVIEWS THE COMPLETE FORM 990 AT ONE OF THE BOARD MEETINGS BEFORE FILING. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST POLICY: GIFFORD RETIREMENT COMMUNITY, INC. REQUIRES BOARD MEMBERS TO COMPLETE A YEARLY CONFLICT OF INTEREST SURVEY. ANY DUALITY OF INTEREST OR POSSIBLE CONFLICT OF INTEREST ON THE PART OF ANY DIRECTOR SHALL BE DISCLOSED TO THE OTHER BOARD MEMBERS. ANY DIRECTOR HAVING DUALITY OF INTEREST OR POSSIBLE CONFLICT OF INTEREST ON ANY MATTER SHALL NOT VOTE OR USE HIS PERSONAL INFLUENCE ON THE MATTER, AND SHALL NOT BE PRESENT FOR DISCUSSION OF THE MATTER. THE MINUTES OF THE MEETING SHALL REFLECT THAT A DISCLOSURE WAS MADE AND THAT THE DIRECTOR ABSTAINED FROM VOTING AND DISCUSSION. FORM 990, PART VI, SECTION B, LINE 15A CEO COMPENSATION REVIEW: GIFFORD MEDICAL CENTER, A RELATED ORGANIZATION, USES A BOARD COMPENSATION COMMITTEE WITH INPUT AND DATA FROM A VARIETY OF INDEPENDENT SOURCES. THE EVALUATION AND RECOMMENDATION IS THEN PRESENTED TO THE BOARD OF DIRECTORS FOR APPROVAL. FORM 990, PART VI, SECTION B, LINE 15B OTHER OFFICER & KEY EMPLOYEE COMPENSATION REVIEW: TO EVALUATE THE COMPENSATION OF THE ORGANIZATION'S OTHER OFFICERS AND KEY EMPLOYEES, THE COMPENSATION REVIEW IS ADMINISTERED BY HUMAN RESOURCES AND THE CEO. THE HUMAN RESOURCES DEPARTMENT HAS SOME INTERNAL AND EXTERNAL SOURCES THAT ARE UTILIZED TO COMPARE COMPENSATION AMOUNTS. FORM 990, PART VI, SECTION C, LINE 19 DOCUMENT DISCLOSURE: THE ORGANIZATION MAKES ITS CONFLICT OF INTEREST POLICY AVAILABLE UPON REQUEST. THE FINANCIAL STATEMENTS ARE AVAILABLE ON THE ORGANIZATION'S WEBSITE, ANOTHER'S WEBSITE AND UPON REQUEST. FORM 990, PART XI, LINE 9 OTHER CHANGES IN NET ASSETS: $ 966,771 TRANSFERS FROM AFFILIATES GIFFORD HEALTH CARE INC 44 SOUTH MAIN STREET RANDOLPH VT 05060 460938716 FQHC/PARENT VT 501(C)(3) 9 NA false GIFFORD MEDICAL CENTER INC 44 SOUTH MAIN STREET RANDOLPH VT 05060 030179418 HOSPITAL VT 501(C)(3) 3 GHC false false false false false true false false false false false true false false true false true false false true