2016-08-12T10:43:30-05:00 2015-09-30 010464526 Baker Newman & Noyes LLC Box 507 Portland ME 04112 990 2014-10-01 043476764 Longwood Medical Energy Collaborative Inc LONG 6174321367 160 Longwood Avenue Boston MA 02115 John Aubrecht President & CEO 6174321367 2016-08-09 1 Nicholas E Porto P01310283 2078792100 2016-08-09 2014 2016-12-15 16:53:06Z Andrew H Cohn 160 Longwood Avenue Boston MA 02115 4108253 0 X N/A X 1999 MA Plan, coordinate, and implement energy-related initiatives for the benefit of (see Schedule O) Harvard Medical School and its affiliated academic medical centers in the Longwood Medical Area of Boston. 13 4 5 0 0 0 0 0 3698028 4108253 0 0 0 0 3698028 4108253 0 0 0 0 1501041 1671661 0 0 0 2196987 2436592 3698028 4108253 0 0 1961583 1699528 1611608 1349553 349975 349975 Plan, coordinate, and implement energy-related initiatives for the benefit of Harvard Medical School and its affiliated academic medical centers in the Longwood Medical Area of Boston. 0 0 4059443 4108253 Longwood Medical Energy Collaborative engaged in planning and coordination for the purpose of promoting energy conservation and securing efficient energy sources that will meet the specialized needs of Harvard Medical School and its affiliated academic medical centers in the Longwood Medical Area of Boston. 4059443 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 X 8 0 1 5 1 0 0 0 0 0 0 0 0 0 0 X 13 4 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 0 0 MA X Andrew H Cohn 6174321367 160 Longwood Avenue Boston MA 02115 X Douglas Garron Director 1.00 60.00 X 0 265007 58633 Stephen R Karp Director 1.00 5.00 X 0 0 0 John O'Connor Director 1.00 1.00 X 0 0 0 Richard M Shea Director 1.00 60.00 X 0 314404 53826 John L Brooks III Director (part-year) 1.00 40.00 X 0 695451 65288 Maria Papola Megdal Alternate Director 1.00 50.00 X 0 401217 50318 Elizabeth H Gerlach Alternate Director 1.00 36.00 X 0 175331 21555 William Johnston Director 1.00 1.00 X 0 0 0 Vincent McDermott Director (part-year) 1.00 1.00 X 0 0 0 Michael Reney Alternate Director 1.00 50.00 X 0 534028 61235 Eliot Lurier Director 1.00 40.00 X 0 523015 40321 G Marshall Moriarty Co-Chair 1.00 1.00 X X 0 0 0 Walter Armstrong Co-Chair 1.00 60.00 X X 0 469436 35544 Dorothy Puhy Treasurer 1.00 50.00 X X 0 817437 43539 Michele Garvin Clerk 1.00 55.00 X X 0 193511 8021 John Aubrecht President & Exec Director 60.00 0.00 X 0 625189 56019 Stuart J Novick Esq Former Clerk 0.00 55.00 X 0 1228011 47601 0 6242037 541900 0 1 1 0 WilmerHale 60 State Street Boston MA 02109 Legal Services 1303510 Harvard Medical School 1033 Massachusetts Avenue Third Boston MA 02138 Management Services 248830 Ropes & Gray LLP 800 Boylston Street Boston MA 02199 Legal Services 219855 The Brattle Group 44 Brattle Street Cambridge MA 02138 Consulting Services 183293 4 Support from Members 541610 4108253 4108253 4108253 4108253 4108253 0 0 X 1270777 1270777 400884 400884 248830 248830 1542377 1542377 37292 37292 513815 513815 26266 26266 55800 55800 2312 2312 6451 6451 2755 2755 694 694 4108253 4059443 48810 0 1710069 1384370 238280 303995 13234 11163 1961583 1699528 255175 488974 660398 34502 696035 826077 1611608 1349553 X 349975 349975 349975 349975 1961583 1699528 0 0 X X 0 1 X 1 0 X X 6 Beth Israel Deaconess Medical Center Inc 042103881 3 1 740995 0 Joslin Diabetes Center Inc 042203836 3 1 86057 0 Children's Hospital Corporation 042774441 3 0 1023156 0 President and Fellows of Harvard College 042103580 2 1 825549 0 Dana Farber Cancer Institute Inc 042263040 7 1 562582 0 Brigham & Women's Hospital Inc 042312909 3 1 869914 0 6 4108253 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 1 0 Schedule A, Part I, Line 11g, Column v: The amount of support listed Schedule A, Part I, Line 11g, Column v is an allocation of total expenses from Form 990, Part IX in direct proportion to the membership fees received by the respective supported organizations. The amounts listed represent amounts expended by Longwood Medical Energy Collaborative to or for the benefit of the supported organizations in carrying out LMEC's exempt mission on behalf of its supported organizations. Schedule A, Part IV, Section A, Line 1: Children's Hospital Corporation (EIN: 04-2774441), while not specifically listed by name in Longwood Medical Energy Collaborative's (LMEC) governing documents, does represent a designated class of charitable organizations LMEC was organized to support. Article IV of LMEC's Articles of Organization state that the organization shall operate "exclusively to support the charitable, scientific, and educational purposes, all within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of the Medical School of the President and Fellows of Harvard College ("Harvard Medical School") and its affiliated academic medical centers in the Longwood Medical Area of Boston, Massachusetts." Children's Hospital Corporation qualifies as an academic medical center in the Longwood Medical Area of Boston, Massachusetts and is a 501(c)(3) hospital facility. Schedule A, Part IV, Section A, Line 5a & 5b: Children's Medical Center Corporation (EIN: 04-1174680), previously listed as a supported organization of LMEC, was removed and Children's Hospital Corporation (EIN: 04-2774471) was added in the current fiscal year. Children's Medical Center Corporation is the parent organization of Children's Hospital Corporation and as a result the Organization's bylaws were originally written to list the parent organization as a supported organization. However, the Longwood Medical Energy Collaborative's (LMEC) historic and continuous relationship has always been with Children's Hospital as LMEC has supported the furtherance of the Hospital's exempt purposes. All invoices for membership dues are sent to Children's Hospital and all checks received with respect to membership dues or other expense reimbursements come directly from Children's Hospital. Additionally, as demonstrated in the above narrative for Schedule A, Part IV, Section A, Line 1, Children's Hospital is part of a class of 501(a) organizations designated in LMEC's bylaws that were in effect during the fiscal year covered by this return. Due to these facts and circumstances, the Organization has amended its bylaws to more accurately reflect this support relationship by removing Children's Medical Center Corporation as an identified supported organization and replaced with Children's Hospital Corporation. These amended bylaws were approved subsequent to the 9/30/15 year end but prior to the filing of this tax return. Authority to make substitution: The authority in LMEC's governing documents that authorize this change are demonstrated in Article IV of LMEC's Articles of Organization which state that the organization shall operate "exclusively to support the charitable, scientific, and educational purposes, all within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of the Medical School of the President and Fellows of Harvard College ("Harvard Medical School") and its affiliated academic medical centers in the Longwood Medical Area of Boston, Massachusetts." Section 2.1 of the Organization's governing documents state that "Members may increase the number of Members and elect new Members to complete the number so fixed by a vote of a majority of the Members then in office; or they may decrease the number of Members, but only to eliminate vacancies caused by the resignation, removal, or disqualification of one or more Members. Membership in the corporation shall be limited to organizations that are (a) exempt from federal income taxation pursuant to the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and (b) affiliated with Harvard as a teaching affiliate." Furthermore, the substitution of the above referenced supported organizations are governed in Organization's by-laws as follows: "by-laws may be altered, amended or repealed at any annual or special meeting of the Members, notice of which shall specify the subject matter of the proposed alteration, amendment or repeal or the sections to be affected thereby, by vote of two-thirds of the total of the Members at any regular or special meeting..." In accordance with the aforementioned authority in the Organization's articles of incorporation and by-laws, LMEC has substituted Children's Medical Center Corporation for Children's Hospital Corporation in Schedule A, Part I, Line 11g. Schedule A, Part IV, Section B, Line 2: LMEC has six (6) Member Corporations, each of which is a corporation that is exempt from federal income taxation pursuant to the provisions of Section 501(c)(3) of the Internal Revenue Code. Under the LMEC governing documents, each member appoints two directors to sit on the LMEC governing board, one from such Member's senior management and the other from the Member's governing board (except that the President and Fellows of Harvard College may appoint an alternate in lieu of a Member of their governing board), and each corporate Member may appoint an alternate to attend and vote at meetings of the Board of Directors in the absence of either of the directors it appoints. The bylaws provide that the Directors appointed by each Member jointly have one vote, and in the event of any disagreement between such directors, the vote of such Member shall be disregarded. An appointed Director may be suspended or removed with or without cause by the Member that appointed such Director. 0 Due to Harvard Medical School 826077 826077 X 4108253 0 4108253 0 4108253 4108253 0 4108253 0 4108253 Part X, Line 2: LMEC is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code (the Code) and is exempt from federal income taxes on related income pursuant to Section 501(a) of the Code. Tax-exempt organizations could be required to record an obligation for income taxes as the result of a tax position they have historically taken on various tax exposure items including unrelated business income or tax status. LMEC has evaluated the position taken on its filed tax returns. LMEC has concluded that no uncertain income tax positions exist at September 30, 2015. LMEC's tax years from 2012 through 2015 are potentially subject to examination. X X X X 0 1 0 0 0 0 0 0 1 1 Douglas Garron Director 0 249082 0 5000 0 10925 0 33452 0 25181 0 323640 0 0 Richard M Shea Director 0 284604 0 29040 0 760 0 33150 0 20676 0 368230 0 0 John L Brooks III Director (part-year) 0 687983 0 0 0 7468 0 29000 0 36288 0 760739 0 0 Maria Papola Megdal Alternate Director 0 340000 0 52000 0 9217 0 37050 0 13268 0 451535 0 0 Elizabeth H Gerlach Alternate Director 0 174676 0 0 0 655 0 5740 0 15815 0 196886 0 0 Michael Reney Alternate Director 0 427352 0 46628 0 60048 0 35752 0 25483 0 595263 0 0 Eliot Lurier Director 0 519821 0 0 0 3194 0 26151 0 14170 0 563336 0 0 Walter Armstrong Co-Chair 0 324216 0 101563 0 43657 0 13000 0 22544 0 504980 0 0 Dorothy Puhy Treasurer 0 621150 0 147600 0 48687 0 37050 0 6489 0 860976 0 0 Michele Garvin Clerk 0 157666 0 0 0 35845 0 0 0 8021 0 201532 0 0 John Aubrecht President & Exec Director 0 335360 0 288862 0 967 0 33150 0 22869 0 681208 0 0 Stuart J Novick Esq Former Clerk 0 267215 0 100000 0 860796 0 28600 0 19001 0 1275612 0 554825 Part I, Line 4b Line 4b: Various individuals included in Form 990, Part VII, participate in or receive payment from a supplemental non-qualified plan sponsored by related organizations. Each individual's participation in those plans arise in their capacity as employees or officers of those related organizations and are not compensation for services rendered to LMEC. Only the individuals mentioned below participated in or received compensation from non-qualified plans. Descriptions of the related-party non-qualified plans are as follows: Children's Hospital Corporation made contributions to the supplemental non-qualified retirement plan for the individual listed below. Contribution amounts are generally based on a percentage of compensation. Participants of the supplemental executive retirement plan are fully vested. All payments with respect to a participant's separation from service will be made in a single sum following the separation from service unless participant has elected to receive the accrued interest portion of his or her account in three annual installments. Michele Garvin, received in 2014, a contribution of $1,900. Stuart Novick, received in 2014, a contribution of $94,691. During the 2014 calendar year, Beth Israel Deaconess Medical Center was a participating employer in the Beth Israel Deaconess Medical Center, Inc. Annuity Retirement Plan which, under the definitions to this Form 990, is considered a supplemental nonqualified retirement plan. Participants received both currently taxable and deferred benefits from this plan. The currently taxable portion of benefits includes a gross-up pursuant to the plan design. The following individuals received deferred compensation from the above-described non-qualified retirement plans: Walter Armstrong received, during 2014, combined payments of $54,438 Dana Farber Cancer Institute (DFCI) offers a 457(f) retirement plan which is a nonqualified retirement plan that provides an additional retirement savings opportunity to participants in the qualified DFCI Retirement Plan whose annual compensation exceeds the federal limit on allowable compensation ($260,000 limit in 2014). Taxable amounts are included as reportable compensation in Schedule J, Part II, Column (B)(iii): Dorothy Puhy received, during 2014, contributions of $44,144. Maria Papola Megdal received, during 2014, contributions of $10,000. Part I, Line 8 As noted elsewhere in this filing, Mr. John Aubrecht was paid by President and Fellows of Harvard College (Harvard) and leased to Longwood Medical Energy Collaborative, Inc. (LMEC) for his role as President and Executive Director of LMEC. Mr. Aubrecht commenced that role on September 7, 2010. Prior to commencing his employment, Mr. Aubrecht was not related to LMEC, Harvard, or to any of LMEC's other member organizations and as such all payments to Mr. Aubrecht are subject to the initial contract exception described in Treasury Regulations Section 53.4958-4(a)(3). Part I, Line 9: Mr. Aubrecht's compensation was set in advance by the LMEC Executive Committee, which serves as the LMEC compensation committee, using comparable compensation data gathered by an executive recruitment firm. The Executive Committee deliberations were documented in minutes, and the LMEC members approved the hiring and compensation of Mr. Aubrecht which approval was contemporaneously documented in minutes. The foregoing procedures are consistent with the rebuttable presumption procedure with the exception that the decision of the Executive Committee was not documented concurrently as described in Treasury Regulations Section 53.4958-6. Form 990, Part I, Box F: Subsequent to the end of the fiscal year covered by this tax return, John Aubrecht, left his position as President & CEO effective April, 2016. Andrew H. Cohn replaced Mr. Aubrecht as President & CEO and will be listed on Form 990, Part VII as an officer for fiscal year ending September 30, 2016. Prior to joining LMEC, Mr. Cohn was a partner at WilmerHale which provides extensive legal services to LMEC during the year. However, in accordance with IRS instructions, this relationship does not need to be disclosed in Schedule L of this Form 990 as the Mr. Cohn did not become an officer of the Organization until after the fiscal year. Form 990, Part V, Line 2b: Number of Employees: During calendar year ended 2014, the Organization had no employees of its own. Rather, five individuals performed services to the Organization as "leased employees" from President and Fellows of Harvard College (Harvard). All appropriate tax forms were filed by Harvard for these individuals. Form 990, Part VI, Section A, line 2 The following groups of two or three individuals have business relationships with one another which arise from each set of individuals' mutual affiliation with one of LMEC's Member organizations: -- William Johnston, member of the Beth Israel Deaconess Medical Center, Inc. (BIDMC) governing board, Walter Armstrong, Senior Vice President Capital Engineering and Facilities of BIDMC, and Elizabeth Gerlach, Deputy General Counsel of BIDMC (Ms. Gerlach serves as an alternate BIDMC representative to the LMEC governing board and may attend and vote at meetings in the absence of either of the directors appointed by BIDMC); -- G. Marshall Moriarty, member of Brigham & Women's Hospital, Inc. (BWH) governing board, and Vincent McDermott (Director of LMEC through 7/1/2015), Vice President, Finance and Real Estate of BWH, and Michael Reney, Chief Financial Officer of BWH (Alternate Director of LMEC effective 7/1/2015); -- Stephen R. Karp, member of Children's Hospital's governing board and Michele Garvin, Senior Vice President and General Counsel of Children's Hospital; -- John O'Connor, member of Dana-Farber Cancer Institute, Inc. (DFCI) governing board, Dorothy Puhy, Executive VP and Chief Operating Officer of DFCI, and Maria Papola Megdal, Senior Vice President of Institute Operations of DFCI (Ms. Papola Megdal serves as an alternate DFCI representative to the LMEC governing board and may attend and vote at meetings in the absence of either of the directors appointed by DFCI); -- Douglas Garron, Managing Director of Energy and Facilities of Harvard University, and Richard Shea, Associate Dean for Physical Planning and Facilities at Harvard Medical School; and -- John L. Brooks, III, President and CEO of Joslin Diabetes Center, Inc. (Joslin) governing board (LMEC Director through 7/23/15), and Eliot Lurier, Chief Financial Officer of Joslin. Form 990, Part VI, Section A, line 6 The Members of the Organization are Beth Israel Deaconess Medical Center, Inc., Brigham and Women's Hospital, Inc., Children's Medical Center Corporation, Dana-Farber Cancer Institute, Inc., Joslin Diabetes Center, Inc., and President and Fellows of Harvard College. At any special or regular meeting the Members may increase the number of Members and elect new Members to complete the number so fixed by a vote of majority of the Members then in office; or they may decrease the number of Members, but only to eliminate vacancies caused by the resignation, removal, or disqualification of one or more Members. Membership in the Organization shall be limited to organizations that are exempt from federal income taxation pursuant to the provisions of Section 501(c)(3) of the Internal Revenue Code. Each Member shall continue to be a Member until it dissolves, resigns, is removed, or becomes disqualified. Form 990, Part VI, Section A, line 7a LMEC has six Member Corporations, each of which is a corporation that is exempt from federal income taxation pursuant to the provisions of Section 501(c)(3) of the Internal Revenue Code. Under the LMEC bylaws, each corporate Member appoints two directors to sit on the LMEC Governing Board, one from such Member's senior management and the other from the Member's governing board (except that President and Fellows of Harvard College, "Harvard," may appoint an alternate in lieu of a Member of the Harvard governing board), and each corporate Member may appoint an alternate to attend and vote at meetings of the Board of Directors in the absence of either of the directors it appoints. The bylaws provide that the Directors appointed by each Member jointly have one vote, and in the event of any disagreement between such directors, the vote of such Member shall be disregarded. An appointed Director may be suspended or removed with or without cause by the Member that appointed such director. Form 990, Part VI, Section A, line 7b The authority of the Directors to exercise the following powers is conditioned upon approval by two-thirds of the total of the Members: a. To add new Members b. To change capital call obligations of the Members, if any c. To refinance or approve any unbudgeted debt instruments, bonds, notes, or guarantees d. To enter into or renegotiate any mortgages on or security interest in the Corporation's real property or physical plant, except for those mortgages or material liens entered into pursuant to previously approved financings. e. To add new customers f. To change auditors g. To file for bankruptcy h. To employ or terminate employment of the chief executive officer or chief financial officer of the Corporation. i. To make material changes in the sale or repurchase of energy from third parties j. To approve or make material changes to any standard user contract In addition to these reserved powers, the Members shall have such other powers and rights as the Directors may designate. Form 990, Part VI, Section B, line 11 The Form 990, prepared by an independent public accounting firm, is reviewed by the President of Longwood Medical Energy Collaborative, Inc. ("LMEC"). The complete Form 990 is presented to the Audit Committee of LMEC for review and discussion. A copy of the complete return is then provided to each member of the LMEC Board of Directors prior to submission to the Internal Revenue Service. Form 990, Part VI, Section B, line 12c Longwood Medical Energy Collaborative, Inc. (LMEC) has a conflict of interest policy which establishes that directors, officers, and other necessary individuals have an ongoing duty to disclose the existence of financial interests which may result in a conflict of interest. To administer the conflict of interest policy, annually LMEC distributes a copy of the policy along with a conflict of interest form. The conflict of interest form must be returned by each such individual annually to affirm that he or she (i) has received a copy of the conflict of interest policy, (ii) has read and understands the policy, and (iii) has agreed to comply with the policy. Any activity that requires action under the conflict of interest policy is subject to review and action through the Board of Directors and the organization's general counsel. Pursuant to the conflict of interest policy, certain activities which could create conflicts of interest are prohibited while other types of relationships are permitted, subject to compliance with disclosure and recusal requirements. Form 990, Part VI, Section B, line 15a During calendar year 2014, Mr. John Aubrecht was paid by President and Fellows of Harvard College (Harvard) and leased to Longwood Medical Energy Collaborative, Inc. (LMEC) for his role as President and Executive Director of LMEC. Mr. Aubrecht commenced that role in September of 2010. The Executive Committee of LMEC serves as the Organization's Compensation Committee. The process for determining the annual compensation for LMEC's Executive Director included a comprehensive review by the Executive Committee. As part of the process of hiring Mr. Aubrecht as Executive Director, the Executive Committee consulted with senior human resources executives from two of the Member Organizations (BIDMC and Harvard) and hired an executive recruitment firm to gather comparable compensation data for experienced executives with energy business expertise and help set compensation limits. The Executive Committee reviewed and discussed the comparable compensation data and the proposed compensation terms for the Executive Director and approved the compensation arrangements for the Executive Director. The Executive Committee deliberations were documented in minutes, and the LMEC Member Organizations also ratified, approved and confirmed the hiring and compensation of the Executive Director which approval was contemporaneously documented in minutes. During the period covered by this filing, LMEC did not have any other officers or key employees that merited a compensation review process. 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 VII, Section A: Director Compensation: A majority of the Organization's directors are compensated by related organizations, as they serve as representatives of the Organization's supported organizations. However, the compensation reported in Part VII of Form 990 does not represent compensation for the individuals' services in their capacity as officers or directors of Longwood Medical Energy Collaborative. Rather, this compensation reflects remuneration for services those individuals performed in their capacity as full-time employees of those related organizations. Form 990, Part VII, Section A: Alternate Board Members The Organization is listing in Part VII, Section A three alternate board members. According to the bylaws, alternate board members may be appointed by certain Member organizations of LMEC to have the power to vote on all matters that come before the governing body in the absence of a board member from their respective organization. Form 990, Part IX, line 11g Energy Conservation and Efficiency Services: Program service expenses 513,815. Management and general expenses 0. Fundraising expenses 0. Total expenses 513,815. Form 990, Part XII, Line 2c: Oversight of Audit The Organization has an audit committee that performs general oversight of the audit process. The audit process has not changed from the prior year. Beth Israel Deaconess Medical Center Inc 330 Brookline Avenue Boston MA 02115 042103881 Tertiary Care Academic Medical Center MA 501(c)(3) Line 3 N/A 0 Joslin Diabetes Center Inc One Joslin Place Boston MA 02115 042203836 Education Research Healthcare Facility MA 501(c)(3) Line 3 N/A 0 Children's Hospital Corporation 300 Longwood Avenue Boston MA 02115 042774441 Education Research Healthcare Facility MA 501(c)(3) Line 3 Children's Medical Center Corp 0 President and Fellows of Harvard College 1033 Massachusetts Avenue 3rd Floor Cambridge MA 02138 042103580 Education MA 501(c)(3) Line 2 N/A 0 Dana Farber Cancer Institute Inc 450 Brookline Avenue Boston MA 02115 042263040 Education Research Healthcare Facility MA 501(c)(3) Line 7 N/A 0 Brigham & Women's Hospital Inc 75 Francis Street Boston MA 02115 042312909 Acute Care Teaching Hospital MA 501(c)(3) Line 3 N/A 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 1 1 1 0 0