2013-08-13T09:18:02-07:00 2012-12-31 990 2012-01-01 161476372 ST LUKE'S HOME RESIDENTIAL HEALTH CARE FACILITY INC STLU 3156248600 1650 CHAMPLIN AVE NEW HARTFORD NY 13413 Michael Haile 3156246342 2013-08-13 2012 2016-02-24 21:20:13Z MICHAEL HAILE 1650 CHAMPLIN AVE NEW HARTFORD NY 13413 17356002 0 X WWW.MVNHEALTH.COM X 1995 NY TO ESTABLISH AND MAINTAIN, WITHIN THE STATE OF NEW YORK, A RESIDENTIAL HEALTH CARE FACILITY, TO PROVIDE CARE TO THE FRAIL, ELDERLY AND OTHER INDIVIDUALS REQUIRING SKILLED NURSING CARE AND/OR RESTORATIVE REHABILITATION. TO CARRY ON EDUCATIONAL ACTIVITIES AND PROGRAMS INCIDENT TO THE PURPOSES SET FORTH ABOVE. TO DO ANY OTHER ACT OR THING INCIDENTAL TO OR CONNECTED WITH THE FOREGOING PURPOSES OR ADVANCEMENT THEREOF, BUT NOT FOR THE PECUNIARY PROFIT OR FINANCIAL GAIN OF ITS MEMBERS, DIRECTORS, OR OFFICERS, EXCEPT AS PERMITTED UNDER THE NEW YORK STATE NOT-FOR-PROFIT CORPORATION LAW. 15 10 397 23 0 0 30166418 40413 18799131 16488697 8865 15 187924 826877 49162338 17356002 0 516197 0 0 13607827 12846599 0 0 0 8137030 6703221 21744857 20066017 27417481 -2710015 30042811 31263497 5228681 9159382 24814130 22104115 TO ESTABLISH AND MAINTAIN, WITHIN THE STATE OF NEW YORK, A RESIDENTIAL HEALTH CARE FACILITY TO PROVIDE CARE TO THE FRAIL, ELDERLY AND OTHER INDIVIDUALS REQUIRING SKILLED NURSING CARE AND/OR RESTORATIVE REHABILITATION. TO CARRY EDUCATIONAL ACTIVITIES AND PROGRAMS INCIDENTS TO THE PURPOSES SET FORTH ABOVE. TO DO ANY OTHER ACT OR THING INCIDENTAL TO OR CONNECTED WITH THE FOREGOING PURPOSES OR ADVANCEMENT THEREOF, BUT NOT FOR THE PECUNIARY PROFIT OR FINANCIAL GAIN OF ITS MEMBERS, DIRECTORS, OR OFFICERS, EXCEPT AS PERMITTED UNDER THE NEW YORK STATE NOT-FOR-PROFIT CORPORATION LAW. 0 0 18737140 17315589 ST. LUKE'S HOME RESIDENTIAL HEALTH CARE FACILITY IS NOT FOR PROFIT ORGANIZATION DEDICATED TO CARING FOR LIFE THROUGH A BROAD RANGE OF HEALTH CARE SERVICES. THE ORGANIZATION OPERATES A 202 BED SKILLED NURSINGFACILITY ALONG WITH AN ADULT DAY CARE PROGRAM WITH A FOCUS ON THE RESIDENTS PHYSICAL AND MENTAL WELL-BEING. 0 0 0 18737140 1 1 0 1 0 0 0 0 0 0 1 0 0 1 1 1 1 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 103 0 1 397 1 0 0 0 0 0 0 X 15 10 1 0 0 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 1 0 NY X MICHAEL HAILE 3156246342 1650 CHAMPLIN AVE NEW HARTFORD NY 13413 X RICHARD TANTILLO 2 0 X 0 0 0 GREGORY B MCLEAN 2 0 X 0 0 0 TODD HUTTON PHD 2 0 X 0 0 0 STEPHEN SWEET 2 0 X 0 0 0 DOMENIC P AIELLO MD 1 0 X 0 0 0 ESTHER BANKERT PHD RN 1 0 X 0 0 0 MARTIN D BULL 1 0 X 0 0 0 JOAN COMPSON 1 0 X 0 0 0 LEROY COOLEY MD 1 40 X 0 427193 9279 MARIA GESUALDO DO 1 0 X 0 0 0 KAREN LEACH 1 0 X 0 0 0 JOHN SPERLING MD 1 1 X 0 374845 12529 ROGER MCREYNOLDS 1 40 X X 0 217163 24345 MICHAEL PAPARONE 1 0 X 0 0 0 WILLIAM PARKER MD 1 40 X 0 159134 18757 BONNIE WOODS 1 0 X 0 0 0 JOHN CROSSLEY 1 0 X 0 0 0 SCOTT H PERRA FACHE 2 40 X 0 649174 39740 MICHAEL J HAILE FHFMA 2 40 X 0 403871 39740 KATHLEEN PERRA 40 0 X 138115 0 12888 138115 2231380 157278 1 0 1 0 SODEXHO INC & AFFILIATES PO BOX 360170 PITTSBURGH PA 152516170 DINING SERVICES 1146900 COLONIAL LTC PHARMACY 100 MAIN STREET SUITE 1 WHITESBORO NY 13492 PHARMACY 557301 MOHAWK HOSPITAL EQUIPMENT INC 335 COLUMBIA ST PO BOX 27 UTICA NY 135030027 MEDICAL SUPPLIES 471652 LAWRENCE RIEBEN AND SONS 357 ORISKANY BLVD WHITESBORO NY 134921424 ROOFING 267500 NATIONAL GRID PO BOX 11742 NEWARK NJ 071014742 UTILITIES 195827 5 0 0 0 44097 -3328 -356 0 40413 PATIENT SERVICE REVENUE 623000 16488697 16488697 0 0 0 0 0 0 16488697 15 0 0 15 0 0 0 0 0 0 0 0 637896 0 0 0 637896 0 637896 637896 0 0 0 0 0 MISC REVENUE 623000 188981 188981 0 0 0 0 0 0 188981 17356002 17315574 0 15 516197 516197 151003 10067 140936 0 9565224 9017137 548087 398914 365884 33030 1183666 1085661 98005 1547792 1419638 128154 77055 77055 22203 22203 40010 40010 1349 1349 14954 7347 7607 2473569 2454481 19088 413625 379377 34248 21338 19571 1767 9174 8415 759 698 698 0 1063091 975069 88022 89696 82269 7427 NYS CASH ASSESSMENT 750257 750257 0 0 NUTRITION SERVICE MANAGEMENT 446602 446602 0 BAD DEBT EXPENSE 210440 210440 0 MAINTENANCE AND REPAIRS 89301 89301 0 979859 898729 81130 0 20066017 18737140 1328877 0 0 97164 12468581 762774 3511385 3643380 22968 52423 421403 408966 36475625 17002517 8740794 19473108 4877680 6825682 30042811 31263497 2321122 4932807 2907559 4226575 5228681 9159382 X 12345549 21341341 12468581 762774 0 0 24814130 22104115 30042811 31263497 -2710015 0 0 0 0 0 X 1 X 1 X 1 0 X 46033 130444 44840 30166418 40413 30428148 20203967 21138820 19609956 18799131 16488697 96240571 20250000 21269264 19654796 48965549 16529110 126668719 126668719 62799 11170 11336 8865 637911 732081 62799 11170 11336 8865 637911 732081 556714 255074 184700 187924 188981 1373393 20869513 21535508 19850832 49162338 17356002 128774193 0.98365 0.988 0.00568 0.0022 X OTHER REVENUE VHA 7,793; OTHER REVENUE MISCELLANEOUS -650; OTHER REVENUE HEAL GRANT 1,412; OTHER REVENUE CAFE 129,605; OTHER REVENUE CATERING 50,821. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 1349 1349 0 SchC_P2B_S00_L01 Schedule C, Part II-B, Line 1 PARTICIPATION IS BASED ON THE MEMBERSHIP DUES PAID TO HANYS, AS LISTED ON LINE 2. THE FOLLOWING NARRATIVE IS TAKEN DIRECTLY FROM THE HANYS WEBSITE TO DESCRIBE THEIR ACTIVITIES: HANYS IS PROUD TO BE THE ONLY ASSOCIATION THAT REPRESENTS AND ADVOCATES ON BEHALF OF ALL NEW YORK'S HOSPITALS AND HEALTH SYSTEMS AT ALL LEVELS OF THE FEDERAL AND STATE GOVERNMENT. HANYS HAS ACCESS TO POLICY LEADERS, REGARDLESS OF THEIR POLITICAL AFFILIATION AND IS AN INTEGRAL PLAYER IN HEALTH POLICY DISCUSSION. HANYS ALSO COMMUNICATES MEMBER'S CONCERNS AND POSITIONS TO NEW YORK AND NATIONAL MEDIA IN SUPPORT OF THE ASSOCIATION'S LEGISLATIVE AND REGULATORY INITIATIVES. 0 434727 434727 0 20095388 13664357 6431031 0 2657969 994787 1663182 0 4432323 2343373 2088950 0 8855218 0 8855218 19473108 RESIDENT TRUST 90429 DUE FROM AFFILIATES ENTITIES, NET 3642554 INSURANCE RECEIVABLES 3092699 6825682 WORKERS COMPENSATION 2492403 GENERAL AND PROFESSIONAL INSURANCE LIABILITY 1494237 ESLB LIABILITY 239935 4226575 X 17359350 0 0 0 0 0 17359350 0 -3348 -3348 17356002 19549820 0 0 0 0 0 19549820 0 516197 516197 20066017 SchD_P10_S00_L02 Schedule D, Part X, Line 2 THE HOME HAS BEEN RECOGNIZED BY THE INTERNAL REVENUE SERVICE AS A NOT-FOR-PROFIT CORPORATION AS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND IS EXEMPT FROM FEDERAL INCOME TAXES PURSUANT TO SECTION 501(A) OF THE CODE. AS OF DECEMBER 31, 2012, THE HOME DID NOT HAVE ANY UNRECOGNIZED TAX BENEFITS OR ANY RELATED ACCRUED INTEREST OR PENALTIES. THE TAX YEARS OPEN TO EXAMINATION BY FEDERAL AND NEW YORK STATE TAXING AUTHORITIES ARE 2009 THROUGH 2012. SchD_P11_S00_L04b Schedule D, Part XI, Line 4b GAIN (LOSS) ON EXTINGUISHMENT OF DEBT SchD_P12_S00_L04b Schedule D, Part XII, Line 4b CONTRIBUTIONS MADE TO AFFILIATES IN ACCORDANCE WITH THE PROVISIONS OF THE HEAL GRANT CONTRACT. 1 VISITING NURSE ASSOCIATION OF UTICA AND ONEIDA COUNTY INC 1650 CHAMPLIN AVENUE NEW HARTFORD NY 13413 150532259 501(c)(3) 63365 LONG TERM EQUIPMENT. FAXTON-ST LUKE'S HEALTHCARE PO BOX 479 UTICA NY 135030479 161576637 501(c)(3) 452832 DIALYSIS AND REHAB EQUIPMENT. 2 0 SchI_P01_S00_L02 Schedule I, Part I, Line 2 CONTRIBUTIONS WERE MADE TO THESE ORGANIZATIONS FOR CAPITAL ACQUISITIONS IN ACCORDANCE WITH THE NEW YORK STATE HEAL GRANT. PURCHASES ARE APPROVED BY THE HEAL CONSTRUCTION PROJECT OVERSIGHT TEAM TO ENSURE THEY ARE IN ACCORDANCE WITH THE INTENDED PURPOSE OF THE GRANT AWARD. X X X 0 0 0 0 0 0 1 0 0 LEROY COOLEY MD 0 423414 0 3779 0 0 0 0 0 9279 0 436472 0 JOHN SPERLING MD 0 282391 0 82632 0 9822 0 12145 0 384 0 387374 0 ROGER MCREYNOLDS 0 185552 0 20262 0 11349 0 9605 0 14740 0 241508 0 0 WILLIAM PARKER MD 0 151433 0 6000 0 1701 0 10565 0 8192 0 177891 0 SCOTT H PERRA FACHE 0 450000 0 103970 0 95204 0 25000 0 14740 0 688914 0 MICHAEL J HAILE FHFMA 0 306500 0 51711 0 45660 0 25000 0 14740 0 443611 0 KATHLEEN PERRA 113437 0 0 0 24678 0 12888 0 0 0 151003 0 0 SchJ_P01_S00_L06 Schedule J, Part I, Line 6 AN INCENTIVE COMPENSATION PLAN EXISTS FOR THE EXECUTIVE STAFF OF FAXTON ST LUKES HEALTHCARE. COMPENSATION IS BASED ON PERFORMANCE RELATIVE IN PART TO THE ORGANIZATION'S NET EARNINGS TARGETS AS WELL AS VARIOUS OTHER QUALITY RELATED PERFORMANCE TARGETS. THE INCENTIVES ARE ONLY PAID OUT UPON ACHIEVEMENT OF THESE TARGETS. DURING 2012, $416,183 OF INCENTIVE COMPENSATION WAS PAID OUT UNDER THIS PLAN RELATING TO THE 2011 FISCAL YEAR. $287,700 HAS BEEN ACCRUED FOR THE 2012 FISCAL YEAR TO BE PAID OUT IN 2013. F990_P01_S00_L01 Form 990, Part I, Line 1 DESCRIPTION OF ORGANIZATION MISSION: ACT OR THING INCIDENTAL TO OR CONNECTED WITH THE FOREGOING PURPOSES OR ADVANCEMENT THEREOF, BUT NOT FOR THE PECUNIARY PROFIT OR FINANCIAL GAIN OF ITS MEMBERS, DIRECTORS, OR OFFICERS, EXCEPT AS PERMITTED UNDER THE NEW YORK STATE NOT-FOR-PROFIT CORPORATION LAW. F990_P06_S0A_L02 Form 990, Part VI, Section A, Line 2 KATHLEEN PERRA, THE DIRECTOR OF NURSING/INTERIM EXECUTIVE DIRECTOR FOR ST LUKE'S HOME IS THE WIFE OF SCOTT PERRA, THE PRESIDENT AND CEO OF FAXTON ST LUKE'S HEALTHCARE. F990_P06_S0A_L06 Form 990, Part VI, Section A, Line 6 THE MEMBERS OF THE ORGANIZATION ARE THOSE INDIVIDUALS WHO SERVE ON THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF THE RELATED ORGANIZATION, FAXTON ST LUKE'S HEALTHCARE. F990_P06_S0A_L07a Form 990, Part VI, Section A, Line 7a VACANCIES ON THE BOARD OF DIRECTORS DUE TO THE EXPIRATION OF TERM, REMOVAL, RESIGNATION, DEATH, DISABILITY OR FOR ANY OTHER CAUSE, SHALL BE FILLED BY THE MEMBERS. THE BOARD OF DIRECTORS OF THE CORPORATION MAY NOMINATE CANDIDATES TO FILL SUCH VACANCIES, BUT THE MEMBERS SHALL NOT BE BOUND OR LIMITED TO THE BOARD'S NOMINEES. F990_P06_S0B_L11b Form 990, Part VI, Section B, Line 11b THE FORM 990 WAS PRESENTED TO AND REVIEWED BY THE BOARD AT A MEETING PRIOR TO FILLING. F990_P06_S0B_L12c Form 990, Part VI, Section B, Line 12c ANY DIRECTOR, PRINCIPAL OFFICER, MEMBER OF A COMMITTEE WITH BOARD DELEGATED POWERS WHO HAS A DIRECT OR INDIRECT FINANCIAL INTEREST, AS DEFINED BELOW, IS AN INTERESTED PERSON. IF A PERSON IS AN INTERESTED PERSON WITH RESPECT TO ANY ENTITY IN THE HEALTH CARE SYSTEM OF WHICH THE CORPORATION IS A PART, HE OR SHE IS AN INTERESTED PERSON WITH RESPECT TO ALL ENTITIES IN THE HEALTH CARE SYSTEM. A PERSON HAS A FINANCIAL INTEREST IF HE OR SHE PERSONALLY HAS, DIRECTLY OR INDIRECTLY, THROUGH BUSINESS, INVESTMENT OR FAMILY: (1) AN OWNERSHIP OR INVESTMENT INTEREST IN ANY ENTITY WITH WHICH THE CORPORATION HAS A TRANSACTION OR ARRANGEMENT, OR (2) A COMPENSATION ARRANGEMENT WITH THE CORPORATION OR WITH ANY ENTITY OR INDIVIDUAL WITH WHICH THE CORPORATION HAS A TRANSACTION OR ARRANGEMENT, OR (3) A POTENTIAL OWNERSHIP OR INVESTMENT INTEREST IN, OR COMPENSATION ARRANGEMENT WITH, ANY ENTITY OR INDIVIDUAL WITH WHICH THE CORPORATION IS NEGOTIATING A TRANSACTION OR ARRANGEMENT. COMPENSATION INCLUDES DIRECT AND INDIRECT REMUNERATION AS WELL AS GIFTS OR FAVORS THAT ARE SUBSTANTIAL IN NATURE. DUTY TO DISCLOSE: IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICTS OR INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE AND NATURE OR HIS OR HER FINANCIAL INTEREST, OR ANY CIRCUMSTANCES WHICH MAY IMPAIR HIS OR HER ABILITY TO EXERCISE INDEPENDENT FIDUCIARY JUDGEMENT, TO THE OTHER DIRECTORS, OR TO THE OTHER MEMBERS OF COMMITTEES WITH BOARD DELEGATED POWERS, CONSIDERING A PROPOSED TRANSACTION OR ARRANGEMENT. DETERMINING CONFLICT: AN INTERESTED PERSON MAY, AFTER DISCLOSING A KNOWN CONFLICT, DISQUALIFY HIM OR HERSELF FROM FURTHER PARTICIPATION IN DISCUSSIONS OR DETERMINATIONS REGARDING THE TRANSACTION OR ARRANGEMENT, OR MAY SEEK THE GUIDANCE OF THE BOARD OR COMMITTEE. IN SUCH CASES, THE INTERESTED PERSON MAY BE ASKED TO LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE ACTUAL OR APPARENT CONFLICT IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. ADDRESSING THE CONFLICT OF INTEREST: (1) THE CHAIRPERSON OF THE BOARD OR COMMITEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. (2) AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE CORPORATION CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OR INTEREST. (3) IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE CORPORATION'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE CORPORATION AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. VIOLATIONS OF CONFLICT (1) IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT A MEMBER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. (2) IF, AFTER HEARING THE RESPONSE OF THE MEMBER AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THAT THE MEMBER HAS, IN FACT, FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE CORRECTIVE ACTION AS DETERMINED BY THE BOARD, WITH RESPECT TO THE DIRECTOR AND THE TRANSACTION OR ARRANGEMENT. RECORDS OF PROCEEDINGS: THE MINUTES OF THE BOARD AND ALL COMMITTEES WITH BOARD-DELEGATED POWERS SHALL CONTAIN: (A) THE NAMES OF THE PERSONS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE A FINANCIAL INTEREST IN CONNECTION WITH AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE FINANCIAL INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE BOARD'S OR COMMITTEE'S DECISION AS TO WHETHER A CONFLICT OF INTEREST, IN FACT EXISTED; AND (B) THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION THEREWITH. COMPESATION COMMITTEE: (A) A VOTING MEMBER OF ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE CORPORATION FOR SERVICES IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBER'S COMPENSATION. (B) PHYSICIANS WHO RECEIVE COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE CORPORATION OR ANY AFFILIATE, WHETHER AS EMPLOYEES OR INDEPENDENT CONTRACTORS, ARE PRECLUDED FROM MEMBERSHIP ON ANY COMMITTEE WHOSE JURISDICTION INCLUDES PHYSICIAN COMPENSATION MATTERS. ANNUAL STATEMENTS: EACH DIRECTOR, PRINCIPAL OFFICER AND MEMBER OF A COMMITTEE WITH BOARD-DELEGATED POWERS SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS THAT SUCH PERSON: (A) HAS RECEIVED A COPY OF THE CONFLICTS OF INTEREST POLICY AND THE CORPORATION'S BY-LAW; (B) HAS READ AND UNDERSTANDS THOSE PROVISIONS; (C) HAS AGREED TO COMPLY WITH THOSE PROVISIONS; AND (D) UNDERSTANDS THAT THE CORPORATION IS A CHARITABLE ORGANIZATION AND THAT IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION IT MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX EXEMPT PURPOSES. PERIODIC REVIEW: TO ENSURE THAT THE CORPORATION OPERATES IN A MANNER CONSISTENT WITH ITS CHARITABLE PURPOSES AND THAT IT DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS STATUS AS AN ORGANIZATION EXEMPT FROM FEDERAL INCOME TAX, PERIODIC REVIEWS SHALL BE CONDUCTED. THE PERIODIC REVIEW SHALL, AT A MINIMUM, INCLUDE THE FOLLOWING SUBJECTS: (A) WHETHER COMPENSATION ARRANGEMENTS AND BENEFITS ARE REASONABLE AND ARE THE RESULT OF ARM'S LENGTH BARGAINING. (B) WHETHER ACQUISITIONS OF PHYSICIAN PRACTICES AND OTHER PROVIDER SERVICES RESULT IN INUREMENT OR IMPERMISSIBLE PRIVATE BENEFIT. (C) WHETHER PARTNERSHIP AND JOINT VENTURE ARRANGEMENTS AND ARRANGEMENTS WITH MANAGEMENT SERVICE ORGANIZATIONS AND PHYSICIAN HOSPITAL ORGANIZATIONS CONFORM TO WRITTEN POLICIES, ARE PROPERLY RECORDED, REFLECT REASONABLE PAYMENTS FOR GOODS AND SERVICES, FURTHER THE CORPORATION'S CHARITABLE PURPOSES AND DO NOT RESULT IN INUREMENT OR IMPERMISSIBLE PRIVATE BENEFIT. (D) WHETHER AGREEMENTS TO PROVIDE HEALTH CARE AND AGREEMENTS WITH OTHER HEALTH CARE PROVIDERS, EMPLOYEES, AND THIRD PARTY PAYERS FURTHER THE CORPORATION'S CHARITABLE PURPOSES AND DO NOT RESULT IN INUREMENT OR IMPERMISSIBLE PRIVATE BENEFIT. USE OF OUTSIDE EXPERTS: IN CONDUCTING THE PERIODIC REVIEWS PROVIDED FOR IN SECTION 7 OF THIS POLICY, THE CORPORATION MAY, BUT NEED NOT, USE OUTSIDE ADVISORS. IF OUTSIDE EXPERTS ARE USED, THEIR USE SHALL NOT RELIEVE THE BOARD OF ITS RESPONSIBILITY FOR ENSURING THAT PERIODIC REVIEWS ARE CONDUCTED. LOANS: NO LOANS, OTHER THAN THROUGH THE PURCHASE OF BONDS, DEBENTURES, OR SIMILAR OBLIGATIONS OF THE TYPE CUSTOMARILY SOLD IN PUBLIC OFFERINGS, OR THROUGH THE ORDINARY DEPOSIT OF FUNDS IN A BANK, SHALL BE MADE BY THE CORPORATION TO ITS DIRECTORS OR OFFICERS, OR TO ANY OTHER CORPORATION, FIRM, ASSOCIATION OR OTHER ENTITY IN WHICH ONE OR MORE ITS DIRECTORS OR OFFICERS OR HOLD A SUBSTANTIAL FINANCIAL INTEREST, EXCEPT A LOAN TO ANOTHER TYPE B NOT-FOR-PROFIT CORPORATION. THE CORPORATION MAY, NEVERTHELESS, ENGAGE IN TRANSACTIONS WITH ITS CORPORATE AFFILIATES PROVIDED THAT SUCH TRANSACTIONS ARE CONSISTENT WITH THE CORPORATION'S TAX EXEMPT STATUS AND ANY EXEMPTION RULINGS OR GUIDANCE ISSUED BY THE INTERNAL REVENUE SERVICE. F990_P06_S0B_L15 Form 990, Part VI, Section B, Line 15 THE BOARD'S EXECUTIVE COMPENSATION COMMITTEE, HAS ADOPTED AND FOLLOWS A PROCESS FOR REVIEWING AND DETERMINING THE COMPESATION OF THE CEO AND THE EXECUTIVE MANAGEMENT TEAM. THE EXECUTIVE MANAGEMENT TEAM CONSISTS OF THE FOLLOWING POSITIONS: (1) SENIOR VICE PRESIDENT/ CHIEF OPERATING OFFICER (2) SENIOR VICE PRESIDENT/ CHIEF FINANCIAL OFFICER (3) SENIOR VICE PRESIDENT/ CHIEF MEDICAL OFFICER (4) SENIOR VICE PRESIDENT/ CHIEF NURSING OFFICER. THE COMMITTEE HAS ENGAGED AN INDEPENDENT COMPENSATION CONSULTANT TO PROVIDE INFORMATION AND ADVICE TO THE COMMITTEE, INCLUDING BUT NOT LIMITED TO, PROVIDING INDEPENDENT COMPENSATION COMPARABILITY DATA FOR FUNCTIONALLY COMPARABLE POSITIONS IN SIMILARLY SITUATED HOSPITALS. THE DATA IS PROVIDED ON AN ANNUAL BASIS AND IS REVIEWED BY THE COMMITTEE, ALONG WITH OTHER INFORMATION, PRIOR TO APPROVING ANY CHANGES TO COMPENSATION. THE INDEPENDECE OF THE COMMITTEE'S MEMBERS IS REVIEWED AND VERIFIED PRIOR TO THE START OF THE ANNUAL COMPENSATION REVIEW PROCESS. SHOULD A CONFLICT PRESENT, THOSE INDIVIDUALS WITH ACTUAL OR PERCEIVED CONFLICTS ABSTAIN FROM VOTING UNTIL SUCH TIME AS THE CONFLICT CAN BE RESOLVED OR A REPLACEMENT MEMBER IS APPOINTED TO THE COMMITTEE. THE COMMITTEE'S DELIBERATIONS AND DECISIONS ARE GUIDED BY A WRITTEN COMPENSATION PHILOSOPHY AND DOCUMENTED THROUGH WRITTEN MINUTES TAKEN DURING EACH MEETING. THE MINUTES INCLUDE, AMONG OTHER THINGS, THE WRITTEN MATERIALS DISTRIBUTED OR PRESENTED DURING THE MEETING AND THE SPECIFIC DECISIONS TAKEN AT THE MEETING. F990_P06_S0C_L19 Form 990, Part VI, Section C, Line 19 THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE AVAILABLE ON THE ORGANIZATION'S INTRANET FOR ACCESS TO ALL EMPLOYEES IN THE ONLINE ADMINISTRATIVE MANUAL. THE FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST. F990_P07_S0A_L01a Form 990, Part VII, Section A, Line 1a THE 3 BOARD MEMBERS AND OFFICERS WORK FULL TIME FOR MOHAWK VALLEY NETWORK AND ALLOCATION IS AN ESTIMATE OF TIME SPENT ON ST. LUKE'S HOME. MOHAWK VALLEY NETWORK INC PO BOX 4308 UTICA NY 135044305 223124162 SYSTEM PARENT NY 501(c)(3) 11A N/A 0 FAXTON-ST LUKE'S HEALTHCARE PO BOX 479 UTICA NY 135030479 161576637 ACUTE CARE HOSPITAL NY 501(c)(3) 3 MOHAWK VALLEY NETWORK INC 0 FAXTON-ST LUKE'S HEALTHCARE FOUNDATION 1676 SUNSET AVENUE UTICA NY 13502 223078768 PROMOTE AND SOLICIT FUNDS NY 501(c)(3) 11A FAXTON-ST LUKE'S HOSPITAL 0 VISITING NURSE ASSOCIATION OF UTICA AND ONEIDA COUNTY INC 1650 CHAMPLIN AVENUE NEW HARTFORD NY 13413 150532259 HOME HEALTHCARE SERVICES NY 501(c)(3) 9 N/A 0 1 1 0 1 0 0 0 0 1 0 0 1 0 1 1 1 0 0