2014-05-15T07:15:25-05:00 2013-06-30 DRAFFIN & TUCKER LLP PO BOX 71309 ALBANY GA 317081309 990 2012-07-01 453957368 POLK MEDICAL CENTER INC POLK 7065096074 420 E SECOND AVENUE ROOM/SUITE 102 ROME GA 301613210 RICHARD T SHEERIN 7065096074 2014-05-15 true JACQUELINE G ATKINS 2298837878 2014-05-13 2012 2015-11-30 17:44:51Z X KURT STUENKEL 304 TURNER MCCALL BLVD ROME GA 301620233 0 false X WWW.POLKMEDICALCENTER.ORG X 2011 GA PRIMARY INITIAL ACTIVITY OF THE CORPORATION SHALL BE TO PROVIDE MANAGEMENT SERVICES AND MANAGEMENT DIRECTION TO AND FOR THE BENEFIT OF THE LICENSED OPERATOR OF THE HOSPITAL COMMENCING APRIL 1, 2012. IT IS ANTICIPATED THAT EVENTUALLY THE CORPORATION WILL BECOME THE LICENSED OPERATOR OF POLK MEDICAL CENTER, A 501(C)(3) ORGANIZATION, LOCATED IN CEDARTOWN, GA. PMC IS A 25-BED CRITICAL ACCESS HOSPITAL PROVIDING CARE TO THE COMMUNITY REGARDLESS OF THE ABILITY TO PAY. 9 8 0 0 0 0 0 0 0 0 0 0 0 0 34500 34500 -34500 3491343 3525843 -34500 X PRIMARY INITIAL ACTIVITY OF THE CORPORATION SHALL BE TO PROVIDE MANAGEMENT SERVICES AND MANAGEMENT DIRECTION TO AND FOR THE BENEFIT OF THE LICENSED OPERATOR OF THE HOSPITAL COMMENCING APRIL 1, 2012. IT IS ANTICIPATED THAT EVENTUALLY THE CORPORATION WILL BECOME THE LICENSED OPERATOR OF POLK MEDICAL CENTER, A 501(C)(3) ORGANIZATION, LOCATED IN CEDARTOWN, GA. PMC IS A 25-BED CRITICAL ACCESS HOSPITAL PROVIDING CARE TO THE COMMUNITY REGARDLESS OF THE ABILITY TO PAY. false false PROVIDES MANAGEMENT SERVICES TO THE OPERATOR OF POLK MEDICAL CENTER, A 501 (C)(3) HOSPITAL LOCATED IN CEDARTOWN, GA, CURRENTLY LEASED AND OPERATED BY THE HOSPITAL AUTHORITY OF FLOYD COUNTY, A RELATED ORGANIZATION. true false false false false false false false false false true false false false true true 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 0 0 0 false false false false false false false false false false X 9 8 false false false false true true true true true false false true true true true true false false false false GA X RICHARD T SHEERIN 7065096074 304 TURNER MCCALL BLVD ROME GA 301610233 X KURT STUENKEL 1.00 42.00 X X 0 1402161 70505 JERRY F NORMAN 1.00 3.00 X 0 8950 0 J SAM FREEMAN 1.00 2.00 X 0 6875 0 LARRY KUGLAR 1.00 2.00 X 0 5625 0 FRANK SHELLEY 1.00 2.00 X 0 5625 0 LEE CUMMINGS 1.00 X 0 3000 0 DARROLL FREEMAN 1.00 X 0 3000 0 BRUCE CASEY 1.00 X 0 2750 0 HAROLD W WYATT JR 1.00 X 0 2375 0 RICHARD T SHEERIN 1.00 42.00 X 0 431630 50779 1871991 121284 false true false 0 BOARD EXPENSES 34500 34500 34500 0 34500 0 840000 2651343 2651343 0 3491343 3525843 0 3525843 X -34500 0 -34500 0 3491343 -34500 X false true X true false X 2651343 2651343 2651343 DUE TO RELATED ORGANIZATIONS 3525843 3525843 X LIABILITY UNDER FIN 48 FOOTNOTE SCHEDULE D, PAGE 3, PART X THE CORPORATION IS A NOT-FOR-PROFIT CORPORATION THAT HAS BEEN RECOGNIZED AS TAX-EXEMPT PURSUANT TO SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. THE CORPORATION APPLIES ACCOUNTING POLICIES THAT PRESCRIBE WHEN TO RECOGNIZE AND HOW TO MEASURE THE FINANCIAL STATEMENT EFFECTS OF INCOME TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN ON ITS INCOME TAX RETURNS. THESE RULES REQUIRE MANAGEMENT TO EVALUATE THE LIKELIHOOD THAT, UPON EXAMINATION BY THE RELEVANT TAXING JURISDICTIONS, THOSE INCOME TAX POSITIONS WOULD BE SUSTAINED. BASED ON THAT EVALUATION, THE HOSPITAL ONLY RECOGNIZES THE MAXIMUM BENEFIT OF EACH INCOME TAX POSITION THAT IS MORE THAN 50% LIKELY OF BEING SUSTAINED. TO THE EXTENT THAT ALL OR A PORTION OF THE BENEFITS OF AN INCOME TAX POSITION ARE NOT RECOGNIZED, A LIABILITY WOULD BE RECOGNIZED FOR THE UNRECOGNIZED BENEFITS, ALONG WITH ANY INTEREST AND PENALTIES THAT WOULD RESULT FROM DISALLOWANCE OF THE POSITION. SHOULD ANY SUCH PENALTIES AND INTEREST BE INCURRED, THEY WOULD BE RECOGNIZED AS OPERATING EXPENSES. BASED ON THE RESULTS OF MANAGEMENT'S EVALUATION, NO LIABILITY IS RECOGNIZED IN THE ACCOMPANYING BALANCE SHEET FOR UNRECOGNIZED INCOME TAX POSITIONS. FURTHER, NO INTEREST OR PENALTIES HAVE BEEN ACCRUED OR CHARGED TO EXPENSE AS OF JUNE 30, 2013 AND 2012 OR FOR THE YEARS THEN ENDED. THE HOSPITAL'S OPEN AUDIT PERIODS ARE FOR TAX YEARS ENDED 2010-2012. false true false false false false true false false KURT STUENKEL 562050 277045 563066 45476 25029 1472666 RICHARD T SHEERIN 304665 113251 13714 34947 15832 482409 RELATED ORG METHODS USED FOR COMPENSATION EXPLANATION SCHEDULE J, PAGE 1, PART I, LINE 3 NONE OF THE INDIVIDUAL BOARD MEMBERS OR OFFICERS ARE COMPENSATED BY THE FILING ORGANIZATION AND THE ORGANIZATION MUST RELY ON THE METHODS EMPLOYED BY THE RELATED ORGANIZATION, FHMI, TO DETERMINE REASONABLE COMPENSATION FOR THE INDIVIDUALS. SEVERANCE, NONQUALIFIED, AND EQUITY-BASED PAYMENTS SCHEDULE J, PAGE 1, PART I, LINE 4 KURT STUENKEL 0 534,087 0 COMPENSATION CONTINGENT UPON NET EARNINGS OF RELATED ORG SCHEDULE J, PAGE 1, PART I, LINE 6B BONUS/INCENTIVE AWARDS: ALL MEMBERS OF THE EXECUTIVE TEAM FOR FHMI PARTICIPATE IN AN INCENTIVE COMPENSATION PLAN UNDER WHICH ANNUAL YEAR-END BONUSES ARE PAID BASED ON INDIVIDUAL AND CORPORATE-WIDE ACHIEVEMENT OF SPECIFIC GOALS AND OBJECTIVES. ONE OF THE GOALS RELATES TO THE ORGANIZATION'S NET INCOME. THESE BONUSES ARE A CASH-BASED SYSTEM. OTHER ADDITIONAL INFORMATION SCHEDULE J, PART III MR. STUENKEL AND MR. SHEERIN ARE COMPENSATED BY FLOYD HEALTHCARE MANAGEMENT, INC. (EIN:58-1973570) FOR SERVICES AS THE CEO AND CFO, RESPECTIVELY, OF FLOYD HEALTHCARE MANAGEMENT, INC. THEY RECEIVE NO COMPENSATION FROM THE FILING ORGANIZATION. FOR AN EXPLANATION OF THE EXECUTIVE COMPENSATION PLAN OF FLOYD HEALTHCARE MANAGEMENT, INC., SEE THE SCHEDULE O RESPONSE TO FORM 990, PART VI, LINES 15A AND 15B. THE CEO PARTICIPATES IN A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) WHICH IS FUNDED ANNUALLY IN AN AMOUNT WHICH, WHEN ADDED TO OTHER SOURCES OF RETIREMENT INCOME, WILL AFFORD A RETIREMENT INCOME AT A TARGETED PERCENTAGE OF PRE-RETIREMENT COMPENSATION. THE SERP IS A NON-QUALIFIED RETIREMENT PLAN, AND AS SUCH THE ANNUAL FUNDING PAYMENTS PAID INTO IT ARE TAXABLE TO THE PARTICIPANT IN THE YEAR IN WHICH MADE. EFFECTIVE WITH CALENDAR YEAR 2009, MR. STUENKEL'S SERP IS A CASH-BASED PROGRAM. ADDITIONALLY, OF THE 1,402,161 LISTED AS COMPENSATION FOR MR. STUENKEL, 277,045 REPRESENTS A PERFORMANCE BASED PAYMENT ARISING FROM THE 2012 PERFORMANCE PERIOD AND 534,087 REPRESENTS THE NONQUALIFIED SERP PLAN. ACCORDINGLY, MR. STUENKEL'S SALARY FOR 2012 WOULD HAVE BEEN 591,029 EXCLUDING THE 2012 PORTION OF THE INCENTIVE BASED PAYMENT AND THE SERP PLAN AMOUNT. ORGANIZATION'S MISSION FORM 990 - ORGANIZATION'S MISSION PRIMARY INITIAL ACTIVITY OF THE CORPORATION SHALL BE TO PROVIDE MANAGEMENT SERVICES AND MANAGEMENT DIRECTION TO AND FOR THE BENEFIT OF THE LICENSED OPERATOR OF THE HOSPITAL COMMENCING APRIL 1, 2012. IT IS ANTICIPATED THAT EVENTUALLY THE CORPORATION WILL BECOME THE LICENSED OPERATOR OF POLK MEDICAL CENTER, A 501(C)(3) ORGANIZATION, LOCATED IN CEDARTOWN, GA. PMC IS A 25-BED CRITICAL ACCESS HOSPITAL PROVIDING CARE TO THE COMMUNITY REGARDLESS OF THE ABILITY TO PAY. CLASSES OF MEMBERS OR STOCKHOLDERS FORM 990, PAGE 6, PART VI, LINE 6 FLOYD HEALTHCARE MANAGEMENT, INC. (FHMI), A RELATED ORGANIZATION, HAS THE POWER TO APPOINT EIGHT OF THE NINE MEMBER GOVERNING BODY WHILE THE PRESIDENT/CEO OF FHMI IS THE FINAL MEMBER OF THE BOARD. ELECTION OF MEMBERS AND THEIR RIGHTS FORM 990, PAGE 6, PART VI, LINE 7A FLOYD HEALTHCARE MANAGEMENT, INC. (FHMI), A RELATED ORGANIZATION, HAS THE POWER TO APPOINT EIGHT OF THE NINE MEMBER GOVERNING BODY WHILE THE PRESIDENT/CEO OF FHMI IS THE FINAL MEMBER OF THE BOARD. DECISIONS SUBJECT TO APPROVAL OF MEMBERS FORM 990, PAGE 6, PART VI, LINE 7B PRIOR APPROVAL OF FHMI IS REQUIRED FOR ANY OF THE FOLLOWING ACTIONS: DISSOLUTION; SALE, MERGER OR DISPOSITION; ADOPTION OF CAPITAL OR OPERATING BUDGETS; SELECT OR REMOVE THE ADMINISTRATOR; INCUR INDEBTEDNESS IN EXCESS OF 1,000,000; TAKE ANY ACTION ON THE LEASE OR CONTRACT BETWEEN THE CORPORATION AND CEDARTOWN-POLK COUNTY HOSPITAL AUTHORITY; AMEND THE CORPORATE ARTICLES OF INCORPORATION OR BYLAWS. ORGANIZATION'S PROCESS USED TO REVIEW FORM 990 FORM 990, PAGE 6, PART VI, LINE 11B THE ORGANIZATION'S CEO, CFO, CONTROLLER, LEGAL COUNSEL AND EMPLOYEES OF FHMI REVIEW THE FORM 990 FOR FINANCIAL AND DISCLOSURE ACCURACY. PRIOR TO ITS FILING, A COPY OF THE ORGANIZATION'S 990 RETURN IS POSTED ON THE BOARD OF DIRECTORS' SECURE WEBSITE FOR THEIR REVIEW. MANAGEMENT WILL SEND AN EMAIL NOTIFYING MEMBERS OF ITS POSTING. ENFORCEMENT OF CONFLICTS POLICY FORM 990, PAGE 6, PART VI, LINE 12C POLK MEDICAL CENTER, INC. (PMCI) HAS A WRITTEN POLICY RESPECTING CONFLICTS OF INTEREST AND DISCLOSURE OF SAME. GENERALLY SPEAKING, THE POLICY REQUIRES ANY "COVERED PERSON" WHO BELIEVES HE/SHE HAS A CONFLICT OF INTEREST TO: -DISCLOSE THE EXISTENCE AND NATURE OF THE CONFLICT OF INTEREST (INCLUDING ALL FACTS KNOWN RESPECTING THE SUBJECT MATTER) TO THE CHAIRMAN OF THE BOARD; -PLAY NO PART, DIRECTLY OR INDIRECTLY, IN THE DELIBERATION OR VOTE OF THE BOARD OF DIRECTORS WITH RESPECT TO THE DETERMINATION OF WHETHER A CONFLICT OF INTEREST EXISTS; AND -ABSENT HIMSELF/HERSELF FROM THAT PORTION OF THE MEETING AT WHICH THE CONFLICT OF INTEREST IS DISCUSSED. THE DEFINITION OF A "COVERED PERSON" INCLUDES ALL BOARD MEMBERS, OFFICERS AND MEMBERS OF SENIOR MANAGEMENT OF FHMI. WHEN A COVERED PERSON DISCLOSES A POTENTIAL CONFLICT OF INTEREST TO THE BOARD CHAIRMAN, THE CHAIRMAN IS OBLIGED TO BRING THE MATTER TO THE ATTENTION OF THE FULL BOARD. THE BOARD DETERMINES WHETHER A CONFLICT OF INTEREST ACTUALLY EXISTS. IF THE BOARD DETERMINES THAT THERE IS A CONFLICT OF INTEREST, THE TRANSACTION OR MATTER GIVING RISE TO THE CONFLICT OF INTEREST MAY NOT PROCEED UNLESS THE BOARD DETERMINES, BY A MAJORITY VOTE, THAT, DESPITE THE CONFLICT OF INTEREST, THE TRANSACTION/MATTER IS NEVERTHELESS IN THE CORPORATION'S BEST INTEREST AND IS FAIR AND REASONABLE TO THE CORPORATION. IN ADDITION TO THE REQUIREMENT THAT A COVERED PERSON DISCLOSE A POTENTIAL CONFLICT OF INTEREST AT THE TIME IT ARISES, EACH COVERED PERSON IS ALSO REQUIRED TO SUBMIT, ON AN ANNUAL BASIS, A `CONFLICT AND DISCLOSURE OF INTEREST QUESTIONNAIRE'. THIS MULTI-QUESTION DOCUMENT SERVES AS A REMINDER AND PROMPTS EACH COVERED PERSON TO PONDER THOSE AREAS AND SITUATIONS WHERE A POTENTIAL CONFLICT MIGHT EXIST. ADDITIONALLY, ANY PROPOSED TRANSACTION AT PMCI WHICH INVOLVES AN "INSIDER" (I.E., A BOARD MEMBER, OFFICER, MANAGER, ETC.) IS SCRUTINIZED, WITH THE ASSISTANCE OF CORPORATE LEGAL COUNSEL, FROM THE STANDPOINT OF WHETHER THE TRANSACTION WILL RESULT IN ANY EXCESS BENEFIT TO THE INSIDER. TYPICALLY THIS INVOLVES OBTAINING APPROPRIATE DATA REGARDING COMPARABILITY WHICH IS PROVIDED TO THE BOARD FOR ITS USE IN DETERMINING THAT THE CONSIDERATION BEING PAID TO THE INSIDER AS A PART OF THE TRANSACTION IS REASONABLE AND DOES NOT EXCEED THE VALUE OF THE BENEFIT RECEIVED BY PMCI. GOVERNING DOCUMENTS DISCLOSURE EXPLANATION FORM 990, PAGE 6, PART VI, LINE 19 UPON REQUEST, THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE AT THE ADMINISTRATIVE OFFICES OF THE CORPORATION. RELATED ORGANIZATIONS FORM 990, PAGE 7, PART VII FORM 990, PART VI, LINE 15 - COMPENSATION PROCESS FOR OFFICERS THE ORGANIZATION DOES NOT PAY COMPENSATION TO ANY OFFICER OR EMPLOYEE. THE ORGANIZATION HAS NO EMPLOYEES. TWO INDIVIDUALS SERVE AS THE ORGANIZATION'S CORPORATE OFFICERS - KURT STUENKEL AS CEO AND RICK SHEERIN AS CFO; BUT NEITHER MR. STUENKEL NOR MR. SHEERIN ARE PAID ANY COMPENSATION FOR THIS SERVICE BY THE ORGANIZATION. RATHER, MR. STUENKEL AND MR. SHEERIN RECEIVE THEIR COMPENSATION SOLELY FROM FLOYD HEALTHCARE MANAGEMENT, INC., A RELATED ORGANIZATION. THE COMPENSATION FOR MR. STUENKEL AND MR. SHEERIN REPORTED IN PART II OF SCHEDULE J IS COMPENSATION PAID TO THEM BY FLOYD HEALTHCARE MANAGEMENT, INC. THE FOLLOWING IS AN EXPLANATION OF THE PROCESS UTILIZED BY FLOYD HEALTHCARE MANAGEMENT, INC. TO DETERMINE THE COMPENSATION IT PAYS ITS EXECUTIVES. IT IS THE RESPONSIBILITY OF THE COMPENSATION COMMITTEE OF FLOYD HEALTHCARE MANAGEMENT, INC. BOARD TO ACTIVELY MANAGE AND MONITOR EXECUTIVE COMPENSATION. TO DO SO, THE COMMITTEE HAS ESTABLISHED THE FOLLOWING OBJECTIVES FOR THE EXECUTIVE COMPENSATION PROGRAM: -PROVIDE A COMPETITIVE TOTAL COMPENSATION EARNING OPPORTUNITY TO RECRUIT, RETAIN, AND REWARD THE EXECUTIVES NEEDED TO MEET THE COMMUNITY'S HEALTHCARE NEEDS, NOW AND IN THE FUTURE; -PROVIDE PAY OPPORTUNITIES THAT WILL REWARD THE EXECUTIVE TEAM WHEN ORGANIZATIONAL PERFORMANCE IN KEY AREAS IS DEMONSTRATED; -INCENTIVE COMPENSATION UNDER THE EXECUTIVE INCENTIVE COMPENSATION PLAN IS PAYABLE ONLY IN THE EVENT THE ORGANIZATION'S OPERATING MARGIN FROM OPERATING REVENUE EXCEEDS CERTAIN PARAMETERS ESTABLISHED BY THE COMPENSATION COMMITTEE; -ENSURE THAT THE COMPENSATION PROGRAMS ARE EASY FOR ALL INTERESTED PARTIES TO UNDERSTAND. ANNUALLY, THE COMMITTEE REVIEWS THE APPROPRIATENESS OF THE TOTAL COMPENSATION PROVIDED TO EACH EXECUTIVE: -AS RELATED TO THE COMPETITIVE MARKET PAY RATES; -AS RELATED TO THE INDIVIDUAL'S ROLE AND RESPONSIBILITY IN THE ORGANIZATION; -AS IT PERTAINS TO VARIABLE OR INCENTIVE EARNING OPPORTUNITIES RELATING TO THE PERFORMANCE OF THE ORGANIZATION. TO DETERMINE THE MARKET RATES FOR EACH POSITION, THE COMMITTEE UTILIZES AN OUTSIDE CONSULTANT TO SURVEY COMPARABLE ORGANIZATIONS TO DEVELOP AN APPROPRIATE RANGE OF PAY FOR EACH EXECUTIVE POSITION. THIS RANGE GENERALLY REFLECTS THE PAY PRACTICES AND LEVELS OF COMPARABLE ORGANIZATIONS IN GEORGIA, THE SOUTHEAST, AND ACROSS THE COUNTRY. SPECIFICALLY, THE COMMITTEE REVIEWS DATA FOR MARKET RATES OF BASE SALARY AND TOTAL COMPENSATION (THE COMBINATION OF BASE SALARY AND BONUSES). AFTER REVIEWING THIS DATA, THE COMMITTEE ASSESSES THE APPROPRIATENESS OF THE BASE PAY LEVELS FOR EACH EXECUTIVE WITHIN A RANGE THAT GENERALLY REFLECTS INDUSTRY NORMS. IN ADDITION TO MONITORING BASE SALARIES, THE COMMITTEE IS RESPONSIBLE FOR ADMINISTERING THE EXECUTIVE INCENTIVE COMPENSATION PROGRAM. THE PROGRAM IS DESIGNED TO: -FURTHER ALIGN EXECUTIVE PAY WITH THE STRATEGIC AND OPERATIONAL ACHIEVEMENTS OF THE ORGANIZATION; -WHEN THE ORGANIZATION ACHIEVES RESULTS IN KEY AREAS OF PERFORMANCE, TO APPROPRIATELY REWARD EXECUTIVES ACCORDING TO THAT PROGRAM; THE COMMITTEE HAS ALSO ESTABLISHED SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAMS (SERPS). THESE SERPS WERE DESIGNED WITH THE ADVICE AND HELP OF CONSULTANTS AND ARE DESIGNED TO RETAIN AND REWARD EXECUTIVES WITH RETIREMENT OPPORTUNITIES THAT ARE CONSISTENT WITH MARKET PRACTICES IN GEORGIA, THE SOUTHEAST, AND ACROSS THE COUNTRY. IN 2001, THESE PLANS VESTED TWO EXECUTIVES. IT IS THE PHILOSOPHY OF THE FHMI BOARD THAT THE COMBINATION OF THE INCENTIVE EARNING OPPORTUNITY, THE BASE SALARY, AND THE SERPS WILL PROVIDE A COMPETITIVE COMPENSATION LEVEL TO EACH EXECUTIVE THAT REFLECTS THE MARKET FOR EACH POSITION AND ORGANIZATION PERFORMANCE. THE COMMITTEE HAS DEVELOPED THE PROGRAM TO RECRUIT, RETAIN, AND REWARD EXECUTIVES IN ORDER TO MEET THE PRESENT AND FUTURE NEEDS OF THE ORGANIZATION TO PROVIDE A HIGH QUALITY OF PATIENT CARE TO THE COMMUNITY IN A COST EFFECTIVE MANNER. AFFILIATIONS AND COMMITMENTS: THE CEDARTOWN-POLK COUNTY HOSPITAL AUTHORITY (POLK AUTHORITY) IS A HOSPITAL AUTHORITY CREATED AND ORGANIZED UNDER THE GEORGIA HOSPITAL AUTHORITIES LAW. IT IS THE OWNER OF POLK MEDICAL CENTER A 25-BED, CRITICAL ACCESS HOSPITAL LOCATED IN CEDARTOWN, GA. THE POLK AUTHORITY CONSISTS OF A SELF- PERPETUATING SEVEN-PERSON BOARD, ALL OF WHOM ARE POLK COUNTY RESIDENTS. IN 2011 THE POLK AUTHORITY SOLICITED PROPOSALS RESPECTING THE LEASE AND OPERATION OF POLK MEDICAL CENTER. FLOYD HEALTHCARE MANAGEMENT INC. (FHMI) AND THE HOSPITAL AUTHORITY OF FLOYD COUNTY (HAFC) JOINTLY RESPONDED TO THE REQUEST FOR PROPOSALS BY SUBMITTING A PROPOSAL UNDER WHICH THE FOLLOWING TRANSACTIONS AND UNDERTAKINGS WOULD OCCUR: (1) HAFC WOULD LEASE POLK MEDICAL CENTER FROM THE POLK AUTHORITY AND OPERATE IT FOR A PERIOD OF UP TO FIVE YEARS; (2) FHMI WOULD CREATE A NON-PROFIT CORPORATION TO BE CALLED POLK MEDICAL CENTER INC. (PMCI), WHICH WOULD HAVE A BOARD OF DIRECTORS COMPRISED OF NINE PERSONS APPOINTED BY FHMI, THREE OF WHOM WOULD BE RESIDENTS OF FLOYD COUNTY AND SIX OF WHOM WOULD BE RESIDENTS OF POLK COUNTY; (3) PMCI WOULD BE ENGAGED BY HAFC TO MANAGE THE DAY-TO-DAY OPERATION OF POLK MEDICAL CENTER DURING THE TERM OF THE AFORESAID FIVE-YEAR LEASE; (4) PMCI AND FHMI WOULD UNDERTAKE TO CONSTRUCT A NEW, 25-BED REPLACEMENT HOSPITAL ON LAND ALREADY OWNED BY THE POLK AUTHORITY ON THE OUTSKIRTS OF CEDARTOWN, WITH CONSTRUCTION TO BE COMPLETED WITHIN FIVE YEARS; AND (5) UPON COMPLETION OF CONSTRUCTION, THE FIVE-YEAR LEASE WOULD TERMINATE, AND OWNERSHIP OF THE NEW HOSPITAL WOULD RESIDE IN THE POLK AUTHORITY, WHICH WOULD IN TURN LEASE IT TO PMCI FOR A PERIOD OF 35 YEARS. THE FOREGOING PROPOSAL WAS ACCEPTED BY THE POLK AUTHORITY, AND IN LATE 2011, AGREEMENTS BY AND AMONG FHMI, PMCI, HAFC AND THE POLK AUTHORITY WERE EXECUTED, INCLUDING THE FIVE-YEAR LEASE AGREEMENT AND A HOSPITAL CONSTRUCTION AGREEMENT. ON APRIL 1, 2012 THE FIVE-YEAR LEASE AGREEMENT COMMENCED AT WHICH TIME HAFC BECAME THE LICENSED OPERATOR OF POLK MEDICAL CENTER, WITH THE NEWLY CREATED PMCI ENGAGED TO PROVIDE DAY-TO-DAY MANAGEMENT OF THE HOSPITAL'S OPERATION. FHMI IS A NOT-FOR-PROFIT CORPORATION CREATED IN 1991 BY HAFC. FROM NOV. 26, 1991, THROUGH DEC. 31, 1997, FHMI MANAGED AND SUPERVISED FLOYD MEDICAL CENTER AND ALL OTHER FACILITIES, PROJECTS AND PROGRAMS OF HAFC PURSUANT TO A MANAGEMENT AGREEMENT. EFFECTIVE JAN. 1, 1998, THE AFORESAID MANAGEMENT AGREEMENT WAS CONVERTED TO A LEASE AGREEMENT UNDER WHICH ALL FACILITIES, PROJECTS AND PROGRAMS OF HAFC WERE LEASED TO FHMI. AT THAT TIME, FHMI BECAME THE LICENSED OPERATOR OF ALL SUCH FACILITIES, PROJECTS AND PROGRAMS. FHMI IS GOVERNED BY AN EIGHTEEN MEMBER BOARD OF DIRECTORS, THREE OF WHOM MUST BE MEMBERS OF HAFC. ADDITIONALLY, FHMI HAS CONTRACTUALLY COMMITTED THAT AT LEAST TWO OF ITS DIRECTORS WILL BE FLOYD COUNTY COMMISSIONERS AND TWO OF ITS DIRECTORS WILL BE CEDARTOWN-POLK COUNTY HOSPITAL AUTHORITY MEMBERS. FLOYD HEALTHCARE MANAGEMENT INC 304 TURNER MCCALL BLVD ROME GA 301620233 581973570 ACUTE CARE GA 501C3 3 NA false HOSPITAL AUTHORITY OF FLOYD COUNTY 304 TURNER MCCALL BLVD ROME GA 301620233 586001173 HEALTHCARE GA 501C3 3 NA false HOSPITAL AUTHORITY OF FLOYD COUNTY SELF INSURANCE TRUST 304 TURNER MCCALL BLVD ROME GA 301620233 586140617 TRUST GA 501C3 11D FHMI FLOYD HEALTHCARE MANAGEMENT INC false false false false false true false false false false false false true true true true false false false false