2011-05-13T14:42:28-04:00 2010-06-30 BKD LLP 910 E ST LOUIS 200/PO BOX 1190 SPRINGFIELD MO 658062523 990 2009-07-01 250984595 BROOKVILLE HOSPITAL BROO 8148492312 100 HOSPITAL ROAD BROOKVILLE PA 15825 JULIANNE PEER 8148492312 2011-05-15 true Brian D Todd 4178658701 2009 2016-02-24 21:20:13Z JOHN S SUTIKA 100 HOSPITAL ROAD BROOKVILLE PA 15825 26961190 false X WWW.BROOKVILLEHOSPITAL.ORG X 1915 PA TO PROVIDE QUALITY HEALTHCARE SERVICES IN A COST EFFECTIVE MANNER TO THE COMMUNITIES THAT WE SERVE. 9 7 313 40 0 0 1112017 315950 27161986 26553772 78151 59156 34331 23196 28386485 26952074 0 0 0 0 12167555 12053825 0 0 0 14103443 14098547 26270998 26152372 2115487 799702 13962207 20871606 7359591 11937398 6602616 8934208 TO PROVIDE QUALITY HEALTHCARE SERVICES IN A COST EFFECTIVE MANNER TO THE COMMUNITIES THAT WE SERVE. SEE SCHEDULE O FOR MORE INFORMATION. false false 16287628 19915329 BROOKVILLE HOSPITAL PROVIDES A WIDE VARIETY OF OUTPATIENT SERVICES TO THE COMMUNITY. WE HAVE A PHYSICIAN STAFFED 24 HOUR EMERGENCY DEPARTMENT THAT PROVIDED OVER 9,900 VISITS THIS YEAR AND A FAMILY PRACTICE CLINIC THAT HAD OVER 6,800 VISITS. WE ALSO PROVIDE OUTPATIENT PHYSICAL, OCCUPATIONAL, AND SPEECH THERAPY, GENERAL RADIOLOGY, CAT SCAN, MRI, PET, ULTRASOUND, NUCLEAR MEDICINE, CARDIOLOGY, LABORATORY SERVICES AND A PAIN CLINIC. OUR SURGEONS PERFORMED OVER 2,000 SURGERIES AND OUR HOME HEALTH AGENCY PROVIDED OVER 5,900 VISITS. SEE SCHEDULE O FOR ADDITIONAL INFORMATION. 5429209 6638443 BROOKVILLE HOSPITAL IS A 35 BED HOSPITAL THAT PROVIDED INPATIENT SERVICES TO 1,400 PATIENTS THIS YEAR. INPATIENT SERVICES INCLUDED TREATMENTS FOR BOTH MEDICAL AND SURGICAL PATIENTS. MANY OF OUR PATIENTS WERE TREATED IN THE GERO-PSYCHIATRIC UNIT OF THE HOSPITAL. THIS UNIT SPECIALIZES IN PSYCHIATRIC DISORDERS FOR PATIENTS OVER THE AGE OF 55. 21716837 true true false true false false false false false true false true false false false false false true true false true false false true false false false true false false true false false false false false false true false false false true 42 0 true 313 true false false false false false true true false false false 9 7 false true true false true true true true true false false true true true true true true true true true false PA X JULIANNE PEER 8148491408 100 HOSPITAL ROAD BROOKVILLE PA 15825 JUDITH GROMLEY 1.0 X 0 0 0 H ED RICHARDS DMD 1.0 X X 0 0 0 JOHN SUTIKA 40.0 X X 0 0 0 L GENE HOAK 3.0 X X 0 0 0 RONALD KING 3.0 X X 0 0 0 R JAMES DIETRICH 1.0 X X 0 0 0 TROY HARPER 3.0 X X 0 0 0 SUSAN CONNOR MD 1.0 X 0 0 0 DAVID C SMAIL 1.0 X 0 0 0 THOMAS SNEERINGER DO 1.0 X 0 0 0 TIMOTHY PENDLETON MD 3.0 X 0 0 0 RICHARD PFINGSTLER 1.0 X X 0 0 0 RAYMOND GRAECO 3.0 X 0 0 0 SCOTT FORADORA 1.0 X 0 0 0 W JAY CHAMBERLAIN 1.0 X 0 0 0 JULIANNE PEER 40.0 X 92168 0 18262 JAYESHKUMAR PATEL MD 40.0 X 283137 0 22352 CRAIG BURKE DO 40.0 X 215488 0 17131 PAUL HARVEY MD 40.0 X 203805 0 20853 EMERSON TURNBULL 40.0 X 154714 0 4812 ERNEST BARCH 40.0 X 205597 0 20967 1154909 0 104377 6 false true false NORTHFORK REHABILITATION PHYSICAL THERAPY 743762 REED SMITH LLP LEGAL FEES 456728 MEDICUS HEALTHCARE SOLUTIONS PHYSICIAN SERVICES 430140 ASSOCIATED CLINICAL LABORATORIES LAB TESTING 349777 DUBOIS REGIONAL MED CENTER HOSPITAL MGMT 1842344 11 18699 100254 158109 38888 315950 NET PATIENT SERVICE REVENUE 621110 26331823 26331823 MEDICAL RECORDS 900099 2461 2461 MEAL TICKETS 722210 79705 79705 OTHER REVENUE 900099 139783 139783 26553772 59156 59156 0 0 27174 27174 27174 27174 0 5138 18699 9116 -3978 -3978 0 0 0 26952074 26553772 82352 0 0 0 0 110227 110227 158411 158411 9240970 8342661 898309 205505 199804 5701 1677126 1520156 156970 661586 581769 79817 1842344 1406302 436042 451200 451200 67742 67742 0 0 0 3916997 3292424 624573 56848 775 56073 628820 306708 322112 16429 10268 6161 0 334008 292807 41201 58732 51488 7244 0 33520 17029 16491 204905 156409 48496 0 911704 695924 215780 567107 567107 BAD DEBT 1567151 1567151 LICENSES, DUES & SUBSCRIPTIONS 99469 44978 54491 MISC 32625 32625 MEDICAL SUPPLIES & DRUGS 2735453 2735453 REPAIRS & MAINTENANCE 573493 462106 111387 26152372 21716837 4435535 0 346177 2368282 2358220 3592972 3530716 4372196 87243 67682 112297 86382 486820 441386 548881 441139 36057138 28582686 4813291 7474452 57396 30395 1621166 1996720 13962207 20871606 3460904 4640343 121185 10640 2276157 7286415 1501345 0 7359591 11937398 X 6463218 8664491 139398 96988 172729 6602616 8934208 13962207 20871606 X false true true X false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false false false false false false false false true 4272 4272 false false OTHER ACTIVITIES SCHEDULE C, PART II-B, LINE 1(I) THE ORGANIZATION PAYS DUES TO THE HOSPITAL COUNCIL AND TO THE HOSPITAL AND HEALTH SYSTEM ASSOCIATION OF PA (HAP). A PORTION OF THESE DUES ARE USED FOR LOBBYING ACTIVITIES. 205546 205546 8016183 5636598 2379585 204286 179555 24731 24419163 21604155 2815008 3211960 1162378 2049582 7474452 OTHER RECEIVABLE 3583 INTEREST RECEIVABLE 7327 OTHER ASSETS 12991 BEN INT IN PERPETUAL TRUST 172729 EST AMT DUE TO THIRD PARTIES 433454 DUE FROM AFFILIATES 1366636 1996720 0 0 26952074 26152372 799702 1531890 1531890 2331592 26982744 21554 21554 26961190 -9116 -9116 26952074 26161488 9116 9116 26152372 26152372 UNCERTAIN TAX POSITION SCHEDULE D, PART X, LINE 2 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. OTHER CHANGES TO NET ASSETS SCHEDULE D, PART XI, LINE 8 979,521. TRANSFER FROM AFFILIATE 21,554. CHANGE IN BENEFICIAL INTEREST IN TRUST 530,815. EQUITY ACQUIRED FROM MERGER WITH AFFILIATED ENTITIES ---------- 1,531,890. TOTAL CHANGE OTHER INCOME ON BOOK NOT ON RETURN SCHEDULE D, PART XII, LINE 2D 21,554. CHANGE IN BENEFICIAL INTEREST IN TRUST OTHER INCOME ON BOOK NOT ON RETURN SCHEDULE D, PART XII, LINE 4B (9,116.) SPECIAL EVENTS EXPENSES RECLASSED TO REVENUE OTHER DIFFERENCES SCHEDULE D, PART XIII, LINE 2D 9,116. SPECIAL EVENTS EXPENSE RECLASSED TO REVENUE GOLF OUTING 23837 18699 5138 2220 3208 2767 921 0 23837 18699 5138 2220 3208 2767 921 9116 -3978 true true X true X false true true true false false 140445 140445 0.00540 2014813 1568944 445869 0.01700 340853 137489 203364 0.00780 2496111 1706433 789678 0.03020 21180 14623 6557 0.00030 3668 3668 0.00010 24848 14623 10225 0.00040 2520959 1721056 799903 0.03060 false 1567151 224103 10691551 10624571 66980 X true true BROOKVILLE HOSPITAL

100 HOSPITAL ROAD BROOKVILLE PA 15825

X X X X PHYSICAL THERAPY BUILDING

88 INDUSTRIAL PARK RD BROOKVILLE PA 15825

OUTPATIENT PHYSICAL, OCCUPATIONAL, AND SPEECH THERAPY CHARLES PROFESSIONAL BUILDING

240 ALLEGHENY BLVD BROOKVILLE PA 15825

FAMILY PRACTICE CLINIC, GENERAL RADIOLOGY, HOME HLTH DAVID L MILLER MEDICAL CENTER

BROOKVILLE STREET FAIRMOUNT CITY PA 16224

RADIOLOGY, LAB, PHYSICAL AND OCCUPATIONAL THERAPY ALLEGHENY HEALTH CENTER

22 INDUSTRIAL PARK RD BROOKVILLE PA 15825

RURAL HEALTH CLINIC LINE 4A THE AUDITED FINANCIAL STATEMENTS DO NOT CONTAIN A FOOTNOTE THAT DESCRIBES BAD DEBT EXPENSE. THEY DO, HOWEVER, CONTAIN A FOOTNOTE THAT DESCRIBES PATIENT ACCOUNTS RECEIVABLE: THE HOSPITAL REPORTS PATIENT ACCOUNTS RECEIVABLE FOR SERVICES RENDERED AT NET REALIZABLE AMOUNTS FROM THIRD-PARTY PAYERS, PATIENTS AND OTHERS. THE HOSPITAL PROVIDES AN ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS BASED UPON A REVIEW OF OUTSTANDING RECEIVABLES, HISTORICAL COLLECTION INFORMATION AND EXISTING ECONOMIC CONDITIONS. AS A SERVICE TO THE PATIENT, THE HOSPITAL BILLS THIRD-PARTY PAYERS DIRECTLY AND BILLS THE PATIENT WHEN THE PATIENT'S LIABILITY IS DETERMINED. PATIENT ACCOUNTS RECEIVABLE ARE DUE IN FULL WHEN BILLED. ACCOUNTS ARE CONSIDERED DELINQUENT AND SUBSEQUENTLY WRITTEN OFF AS BAD DEBTS BASED ON INDIVIDUAL CREDIT EVALUATION AND SPECIFIC CIRCUMSTANCES OF THE ACCOUNT. THE ORGANIZATION CALCULATED BAD DEBT AT COST BY TAKING THE BAD DEBT ATTRIBUTABLE TO PATIENT ACCOUNTS TIMES THE RATIO OF PATIENT CARE COST TO CHARGES USED FOR SCHEDULE H, PART I CALCULATIONS. LINE 4B BAD DEBT ATTRIBUTABLE TO PATIENTS ELIGIBLE UNDER THE ORGANIZATION'S CHARITY CARE POLICY WAS DETERMINED USING POVERTY LIMIT DEMOGRAPHIC INFORMATION OBTAINED THROUGH THE US CENSUS BUREAU. IN 2009, 14.3 PERCENT OF JEFFERSON COUNTY WAS CONSIDERED TO LIVE IN POVERTY. SERVING PATIENTS WITH GOVERNMENT HEALTH BENEFITS, SUCH AS MEDICARE, IS A COMPONENT OF THE COMMUNITY BENEFIT STANDARD THAT TAX-EXEMPT HOSPITALS ARE HELD TO. THIS IMPLIES THAT SERVING MEDICARE PATIENTS IS A COMMUNITY BENEFIT AND THAT THE HOSPITAL OPERATES TO PROMOTE THE HEALTH OF THE COMMUNITY. A CHARITY CARE APPLICATION IS GOOD FOR SIX MONTHS ONCE APPROVED. ALSO PATIENTS ARE SENT THREE STATEMENTS BEFORE BEING SENT TO COLLECTION AGENCY, SO THEY HAVE TIME TO CONTACT THE BILLING OFFICE FOR CHARITY CARE. CURRENTLY A NEEDS ASSESSMENT IS BEING CONDUCTED BY AN OUTSIDE FIRM ON BEHALF OF BROOKVILLE AND DRMC WITH INPUT FROM VARIOUS COMMUNITY GROUPS. INFORMATION IS POSTED AT REGISTRATION AREA AND IN WAITING AREAS. SELF PAY PATIENTS ARE GIVEN INFORMATION WITH THE FIRST BILL. THE CARE MANAGEMENT DEPARTMENT WORKS WITH ALL INPATIENTS AND WITH OUTPATIENTS AS NEEDED/REQUESTED. BROOKVILLE HOSPITAL SERVES BROOKVILLE AND THE SURROUNDING COMMUNITIES. THE SERVICE AREA EXTENDS NORTH TO MARIENVILLE AND SOUTH TO NEW BETHLEHEM, AND INCLUDES JEFFERSON COUNTY, FOREST COUNTY AND CLARION COUNTY. THIS SERVICE AREA IS IN A RURAL PART OF WESTERN PENNSYLVANIA, WITH MANY RESIDENTS LIVING BELOW OR WELL BELOW THE NATIONAL AND STATE INCOME AVERAGE. ACCORDING TO THE US CENSUS BUREAU, IN 2009, 17 PERCENT OF INDIVIDUALS LIVING IN THIS AREA WERE CONSIDERED TO LIVE IN POVERTY. BROOKVILLE HOSPITAL PARTICIPATES IN AND PROVIDES MANY HEALTH FAIR AND COUNSELING OPPORTUNITIES THROUGHOUT THE YEAR, INCLUDING THOSE ASSOCIATED WITH MENTAL HEALTH, DIABETES, NUTRITION AND WEIGHT MANAGEMENT. ALSO, THE ORGANIZATION WORKS TO PROMOTE LEARNING THROUGH THE MEDICAL EXPLORERS PROGRAM AND LOCAL CAREER DAYS. X X X X X false false false false false false false false false JAYESHKUMAR PATEL MD 283092 0 0 0 45 0 7350 0 14799 203 305286 203 CRAIG BURKE DO 215419 0 0 0 69 0 6464 0 10527 140 232479 140 PAUL HARVEY MD 203424 0 0 0 381 0 6114 0 14739 0 224658 0 EMERSON TURNBULL 154645 0 0 0 69 0 4641 0 171 0 159526 0 ERNEST BARCH 205399 0 0 0 198 0 6168 0 14799 0 226564 0 TIMOTHY PENDLETON MD X 135358 67682 false true true 67682 TANIS PENDLETON SISTER OF T PENDLETON 120000 MEDICAL DIRECTOR FEES false LINDA GRINDER SISTER OF RON KING 38411 EMPLOYEE OF HOSPITAL false ORGANIZATION'S MISSION FORM 990, PART III, LINE 1 TO PROVIDE QUALITY HEALTHCARE SERVICES TO THE COMMUNITIES THAT WE SERVE IN A COST EFFECTIVE MANNER. MISSION STATEMENT: OUR MISSION IS TO PROVIDE QUALITY HEALTHCARE SERVICES TO THE COMMUNITIES THAT WE SERVE IN A COST EFFECTIVE MANNER. VISION STATEMENT: OUR VISION IS TO BE THE PROVIDER OF CHOICE IN PROMOTING HEALTHCARE FOR THE COMMUNITIES THAT WE SERVE. VALUE STATEMENT: -SERVICE EXCELLENCE THAT IS RESPONSIVE TO THE NEEDS OF THOSE WE SERVE. -DIGNITY & COMPASSION IN CARING FOR PATIENTS AND THEIR FAMILIES. -RESPECT TREATING EACH OTHER WITH FAIRNESS, HONESTY, AND TRUST. -TEAMWORK CHARACTERIZED BY UNITY OF PURPOSE, FLEXIBILITY AND EMPOWERMENT OF PEOPLE. -PLANNING BUILDING ON THE PAST AND ANTICIPATING THE FUTURE TO MEET OUR GOALS. -FINANCIAL HEALTH TO ENSURE THE CONTINUATION OF OUR MISSION. -ACTIVE PARTICIPATION BY PATIENTS AND FAMILIES IN THEIR HEALTHCARE. PROGRAM SERVICE FORM 990, PART III, LINE 4A BROOKVILLE HOSPITAL PROVIDES A WIDE VARIETY OF OUTPATIENT SERVICES TO THE COMMUNITY. WE HAVE A PHYSICIAN STAFFED 24 HOUR EMERGENCY DEPARTMENT THAT PROVIDED OVER 9,900 VISITS THIS YEAR AND A FAMILY PRACTICE CLINIC THAT HAD OVER 6,800 VISITS. WE ALSO PROVIDE OUTPATIENT PHYSICAL, OCCUPATIONAL, AND SPEECH THERAPY, GENERAL RADIOLOGY, CAT SCAN, MRI, PET, ULTRASOUND, NUCLEAR MEDICINE, CARDIOLOGY, LABORATORY SERVICES AND A PAIN CLINIC. OUR SURGEONS PERFORMED OVER 2,000 SURGERIES AND OUR HOME HEALTH AGENCY PROVIDED OVER 5,900 VISITS. BROOKVILLE HOSPITAL ESTIMATED VALUE OF FREE CARE, COMMUNITY SERVICE, CHARITABLE CONTRIBUTIONS, AND PROFESSIONAL AND COMMUNITY EDUCATION UNCOMPENSATED CARE MEDICAL ASSISTANCE/MA HMO SHORTFALL THE MEDICAL ASSISTANCE SHORTFALL OF $790,000 IS THE DIFFERENCE BETWEEN THE COST TO PROVIDE HEALTH CARE TO MA PATIENTS AND WHAT THE HOSPITAL GETS PAID. FOR THE FISCAL YEAR ENDED JUNE 30, 2010, THIS SHORTFALL IS BEING COMPENSATED BY THE STATE AND FEDERAL GOVERNMENT. UNCOMPENSATED CHARITY CARE UNCOMPENSATED CHARITY CARE CHARGES WRITTEN OFF WERE $747,000. THE TOTAL DOES NOT INCLUDE BAD DEBT. THE HOSPITAL'S DETERMINATION OF INABILITY TO PAY DIFFERENTIATES CHARITY CARE FROM BAD DEBT, WHICH IS DETERMINED BY ABILITY TO PAY BUT UNWILLINGNESS TO DO SO. BAD DEBT THE HOSPITAL'S BAD DEBT AMOUNT WRITTEN OFF WAS $1,567,000 IN FY 2010. CHARITY CARE SERVICE THE HOSPITAL OWNS AND OPERATES THE ALLEGHENY HEALTH CENTER, A RURAL HEALTH CLINIC THAT IS AVAILABLE TO THE COMMUNITY. CHARITY CARE IS OFFERED TO PATIENTS OF THE CLINIC. COMMUNITY VOLUNTEER ASSISTANCE APPROXIMATELY 40 ACTIVE HOSPITAL VOLUNTEERS ASSISTED WITH THE PROVISION OF SERVICES BY THE HOSPITAL. THE AUXILIARY HAS ABOUT 25 MEMBERS THAT HOLD FUND RAISING EVENTS THROUGHOUT THE YEAR. THE FUNDS FROM THESE EVENTS ARE GIVEN BACK TO THE HOSPITAL FOR VARIOUS PROJECTS. PASTORAL CARE THE HOSPITAL HAS VOLUNTEER PASTORS THAT PERFORM MINISTRY TO THE HOSPITAL'S PATIENTS, PATIENTS' FAMILIES, AND STAFF. THIS SERVICE IS AVAILABLE 24 HOURS A DAY/ 7 DAYS A WEEK. PATIENT COMMENT SURVEYS THE HOSPITAL DISTRIBUTES SURVEYS TO INPATIENT, OUTPATIENTS, AMBULATORY SURGERY, EMERGENCY ROOM, AND HOME CARE PATIENTS TO ASSESS THE NEEDS OF THE PATIENTS IN OUR COMMUNITY REGARDING CARE AND OPPORTUNITIES TO IMPROVE THAT CARE. RESULTS ARE RECEIVED QUARTERLY AND COMPARED TO PRIOR RESULTS. TIME IS SPENT BY HOSPITAL STAFF IN EVALUATING RESULTS, WITH DEPARTMENTAL AND CONSUMER FOLLOW-UP AND WORK PROCESS REDESIGN TO IMPROVE CARE AND SATISFACTION. FOREIGN LANGUAGE & SIGN LANGUAGE INTERPRETING SERVICE THE HOSPITAL PROVIDES INTERPRETING SERVICES AT NO CHARGE TO FOREIGN LANGUAGE AND SIGN LANGUAGE SPEAKING PATIENTS AND PATIENT FAMILY MEMBERS. THESE SERVICES ARE PERFORMED ON AN ON-CALL BASIS. HOSPITAL EMPLOYEES WHO SPEAK A FOREIGN LANGUAGE OR ARE TRAINED IN SIGN LANGUAGE CAN BE USED TO TRANSLATE. THE HOSPITAL ALSO SUBSCRIBES TO AN ON-LINE INTERPRETING SERVICE, LANGUAGE LINE SERVICES. COMMUNITY EDUCATION / PUBLIC AFFAIRS ACTIVITIES IN OUR ROLES AS A LEADING PROVIDER OF HEALTH AND HEALTH-RELATED SERVICES TO JEFFERSON AND SURROUNDING COUNTIES, BROOKVILLE HOSPITAL RECOGNIZES OUR RESPONSIBILITY TO HELP THE PEOPLE OF OUR SERVICE AREA ACHIEVE AND MAINTAIN OPTIMUM HEALTH STATUS. THE ADMINISTRATION AND EDUCATION DEPARTMENT AND THE HEALTHY COMMUNITY COMMITTEE, OFFERS A SERIES OF PROGRAMS THROUGHOUT THE YEAR TO ACHIEVE THIS ROLE. BROOKVILLE HOSPITAL'S EDUCATIONAL EFFORTS ARE HEALTH-RELATED TO HELP FULFILL OUR MISSION OF HELPING PEOPLE IN OUR SERVICE AREA ACHIEVE AND MAINTAIN OPTIMUM HEALTH STATUS. EFFORTS IN THIS AREA INCLUDE FREE COMMUNITY HEALTH AND PATIENT EDUCATION PUBLICATIONS, MATERIALS TO PROMOTE HEALTH-RELATED ACTIVITIES, A PHYSICIAN REFERRAL LINE, AND PARTICIPATION IN LOCAL HEALTH FAIRS. PATIENT SUPPORT AND EDUCATION NUTRITIONAL COUNSELING A REGISTERED DIETITIAN IS AVAILABLE TO MEET WITH PATIENTS AND FAMILIES TO ASSESS NUTRITIONAL NEEDS AND DETERMINE APPROPRIATE NUTRITIONAL GOALS AND STRATEGIES. IN ADDITION, CLASSES ARE OFFERED THROUGHOUT THE YEAR TO THE COMMUNITY ON HEALTHY COOKING, LOW FAT DIET, DIABETES, CARDIO-VASCULAR HEALTH. MAMMOGRAMS IN COOPERATION WITH AREA PHYSICIANS, THE HOSPITAL PROVIDES REDUCED FEE MAMMOGRAMS WITH INTERPRETATIONS ON AN ANNUAL BASIS FOR HIGH RISK WOMEN WHO ARE LOW INCOME AND GENERALLY UNINSURED. COMMUNITY CLASSES THE HOSPITAL OFFERS A VARIETY OF COMMUNITY EDUCATION CLASSES THAT INCLUDES CPR, DIABETES EDUCATION, AND THE HOPE PROGRAM. COMMUNITY BLOOD PRESSURES BROOKVILLE/NEW BETHLEHEM HOME HEALTH CARE NURSES PROVIDED BLOOD PRESSURE SCREENINGS AT A VARIETY OF LOCATIONS AT THE REQUEST OF AREA AGENCIES OF AGING. PATIENT EDUCATION PUBLICATIONS INCLUDES A VARIETY OF PUBLICATIONS SUCH AS THE PATIENT VISITOR GUIDE, THE PATIENT RIGHTS & RESPONSIBILITIES BOOKLET, ADVANCE DIRECTIVES, ETC. MATERIALS TO PROMOTE HEALTH-RELATED ACTIVITIES MATERIALS INCLUDE PROMOTING A VARIETY OF ACTIVITIES INCLUDING HEALTH SCREENING ADS, CANCER ASSESSMENT AND BREAST HEALTH AWARENESS MATERIALS, AND DIABETES EDUCATION CLASSES. VOLUNTARISM BROOKVILLE HOSPITAL'S WORK FORCE, ONE OF THE LARGEST IN THE REGION, IS COMPRISED OF MANY INDIVIDUALS WHO ENGAGE IN PERSONAL COMMUNITY SERVICE. THESE INDIVIDUALS GIVE OF THEIR TIME, TALENT, AND RESOURCES TO MAKE OUR COMMUNITY A BETTER PLACE TO LIVE AND WORK. PHYSICIANS AND EMPLOYEES VOLUNTEER THEIR TIME INDIVIDUALLY, BENEFITING COMMUNITY ORGANIZATIONS AND CAUSES. DURING THE YEAR. EMPLOYEES SPEND TIME PROVIDING CARE, EDUCATING THE COMMUNITY, AND SERVING ON BOARDS OF SOCIAL SERVICE AGENCIES. EMPLOYEES ALSO VOLUNTEER THEIR TIME FOR ADOPT A HIGHWAY, MARCH OF DIMES WALK AMERICA, THE M/S WALK, AND SIT ON VARIOUS COMMUNITY BOARDS. CONTRIBUTIONS EACH YEAR, BROOKVILLE HOSPITAL RECEIVES REQUESTS FOR FINANCIAL SUPPORT FROM NUMEROUS ORGANIZATIONS PROVIDING VALUABLE SERVICES TO OUR COMMUNITY. WHILE WE ARE A NOT-FOR-PROFIT ORGANIZATION, WE DO PROVIDE SUPPORT ON A LIMITED BASIS. UNITED FUND CAMPAIGN BROOKVILLE HOSPITAL EMPLOYEES CONTRIBUTE FUNDS TO THE COMMUNITY THROUGH THE UNITED FUND CAMPAIGN. INFECTION CONTROL COMMUNITY SERVICE THE INFECTION CONTROL DEPARTMENT SHARES POLICIES, PROCEDURES, AND EXPERTISE WITH OTHER HOSPITALS, NURSING HOMES, AND HEALTH CARE PROVIDERS. IN SOLVING INFECTION-RELATED PROBLEMS, HELPING TO DEVELOP PROGRAMS, ETC., AS REQUESTED. THE INFECTION CONTROL DEPARTMENT ALSO PROVIDES FOLLOW-UP TO BLOOD/BODY FLUID EXPOSURES EXPERIENCED BY HOSPITAL PERSONNEL. FOLLOW-UP IS GENERALLY COMPLICATED AND INVOLVES BLOOD WORK FOR EMPLOYEES AND PATIENTS AND COUNSELING AS PROVIDED AFTER EACH EXPOSURE. INFECTION CONTROL COMMUNICATES REGULARLY WITH ALL AREA HEALTH BUREAUS REPORTING COMMUNICABLE DISEASES, THUS AFFORDING CONTINUITY OF FOLLOW-UP INVESTIGATION FOR POTENTIALLY EXPOSED PATIENTS AND STAFF. COMMUNITY EDUCATION WE WORK WITH HIGH SCHOOL STUDENTS TO EDUCATE THEM ABOUT HEALTHCARE CAREERS THROUGH JOB FAIRS AT THE SCHOOL AND BY OFFERING JOB SHADOWING OPPORTUNITIES. BROOKVILLE HOSPITAL PROVIDED SHADOWING OPPORTUNITIES FOR HIGH SCHOOL STUDENTS IN A VARIETY OF CLINICAL AND NON-CLINICAL POSITIONS IN 2010. DELEGATED MANAGEMENT DUTIES FORM 990, PART VI, SECTION A, LINE 3 THE ORGANIZATION HAS A MANAGEMENT CONTRACT WITH DUBOIS REGIONAL MEDICAL CENTER (DRMC) IN WHICH DRMC PROVIDES INDIVIDUALS WHO PERFORM DUTIES AS THE CEO AND VP OF PATIENT CARE SERVICES FOR BROOKVILLE. THESE INDIVIDUALS REPORT TO THE BOARD OF THE HOSPITAL. SIGNIFICANT CHANGES FORM 990, PART VI, SECTION A, LINE 4 EFFECTIVE JANUARY 1, 2010, DUBOIS REGIONAL MEDICAL CENTER (DRMC) BECAME THE SOLE MEMBER OF BROOKVILLE HOSPITAL; BROOKVILLE REGIONAL HEALTH SERVICES AND THE BROOKVILLE HOSPITAL FOUNDATION WERE DISSOLVED. WITH THIS MERGER, THE BYLAWS WERE SUBSTANTIALLY UPDATED TO FOLLOW THE CHANGES MADE IN THE ORGANIZATION'S STRUCTURE. ADDING DUBOIS REGIONAL MEDICAL CENTER (DRMC) AS ITS SOLE MEMBER AND MERGING IN RELATED ENTITIES BROOKVILLE REGIONAL HEALTH SERVICES AND BROOKVILLE HEALTH FOUNDATION CREATED NUMEROUS SIGNIFICANT CHANGES. REVISED SECTIONS OF THE UPDATED BYLAWS THAT CONSTITUTE SIGNIFICANT CHANGES ARE PRESENTED, VERBATIM, BELOW. POWERS HELD SPECIFICALLY BY THE SOLE MEMBER ARE DESCRIBED IN THE FOOTNOTE REGARDING FORM 990, PART VI, LINE 7. ARTICLE III SOLE MEMBER AND RESERVED POWERS SECTION 3.1 SOLE MEMBER A. SOLE MEMBER. THE SOLE MEMBER OF THE CORPORATION SHALL BE DRMC (THE "SOLE MEMBER"). THE SOLE MEMBER OF THE CORPORATION SHALL HAVE THE RIGHTS AND POWERS OF A MEMBER AS SET FORTH IN THE NPCL AND ANY OTHER RIGHTS OR POWERS SET FORTH IN THESE BYLAWS OR THE ARTICLES. B. BOARD OF DIRECTORS. ALL OF THE BUSINESS AND AFFAIRS OF THE CORPORATION SHALL BE MANAGED AND CONTROLLED SOLELY BY THE BOARD OF DIRECTORS AS SET FORTH IN THESE BYLAWS, EXCEPT WITH RESPECT TO THE POWERS CONFERRED UPON THE SOLE MEMBER PURSUANT TO THE NCPL, THE ARTICLES AND THESE BYLAWS. ARTICLE IV BOARD OF DIRECTORS SECTION 4.1 AUTHORITY EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED BY THE ARTICLES, THESE BYLAWS OR THE NPCL, THE POWERS OF THE CORPORATION SHALL BE EXERCISED, ITS PROPERTY CONTROLLED AND ITS AFFAIRS CONDUCTED BY, OR UNDER THE DIRECTION OF, THE BOARD OF DIRECTORS. SECTION 4.2 DUTIES AND RESPONSIBILITIES OF DIRECTORS. THE BOARD OF DIRECTORS SHALL ACT IN GOOD FAITH WHILE EXERCISING THE POWERS PROVIDED IN SECTION 4.1 OF THESE BYLAWS AND SHALL PRUDENTLY GOVERN THE AFFAIRS AND BUSINESS OF THE CORPORATION. SUBJECT TO THE PROVISIONS OF THE ARTICLES, THESE BYLAWS OR THE NPCL, THE BOARD OF DIRECTORS SHALL, IN THE EXECUTION OF ITS DUTIES, ASSUME RESPONSIBILITIES INCLUDING, BUT NOT LIMITED TO: -ESTABLISHING A PLAN WHICH INTEGRATES THE BUSINESS OF THE CORPORATION WITH THE HEALTH NEEDS OF THE COMMUNITY AND PERIODICALLY REVIEWING THE PLAN TO ENSURE THE APPROPRIATE FUNCTIONING THEREOF. -PROVIDING FOR AN ADEQUATE CORPORATE ORGANIZATIONAL STRUCTURE TO EXECUTE THE POLICIES OF THE BOARD OF DIRECTORS. -PROMULGATING OR CAUSING TO BE DIRECTED STANDARDS AND POLICIES PROMOTING SATISFACTORY HEALTH CARE PROVIDED FROM MEMBERS OF THE MEDICAL STAFF AND HOSPITAL PERSONNEL TO ALL PATIENTS WITHOUT DISCRIMINATION. -ESTABLISHING AND MAINTAINING A WRITTEN STATEMENT OF POLICY SETTING FORTH PATIENT RIGHTS AND RESPONSIBILITIES IN ORDER TO PROMOTE THE INTEREST AND WELL BEING OF PATIENTS. -CAUSING THE AVAILABILITY OF FACILITIES AND EQUIPMENT FOR THE PROVISION OF APPROPRIATE SERVICES AND PROTECTING THE SAME FROM DESTRUCTION OR LOSS. -ASSURING THE FINANCIAL STABILITY OF THE CORPORATION IN ORDER THAT DESIGNATED GOALS AND OBJECTIVES MAY BE ACCOMPLISHED. -PERFORMING SUPERVISION OVER THE GENERAL WELFARE OF THE CORPORATION. -SETTING FORTH POLICIES AND PROVIDING FOR THE CARRYING OUT OF THE PURPOSES OF THE CORPORATION. -MAKING RULES AND REGULATIONS FOR ITS OWN GOVERNANCE. -ADOPTING AND AMENDING FROM TIME TO TIME SUCH RULES AND REGULATIONS FOR THE CONDUCT OF THE BUSINESS OF THE CORPORATION AS MAY BE APPROPRIATE OR DESIRABLE. -APPROVING ANY AND ALL AMENDMENTS OF THESE BYLAWS. -AS CONTEMPLATED BY SECTION 11.1(B) OF THE AFFILIATION AGREEMENT, IMMEDIATELY FOLLOWING THE THIRD (3RD) ANNUAL ANNIVERSARY OF THE EFFECTIVE DATE AND ON EACH ANNIVERSARY THEREAFTER AND SUCH OTHER TIMES AS THE SOLE MEMBER OR THE CORPORATION MAY DEEM NECESSARY, ASSESSING THE HEALTH CARE SERVICES NEEDS IN THE BROOKVILLE COMMUNITY, REVIEWING THE SERVICES THAT BROOKVILLE HOSPITAL FURNISHES TO THE COMMUNITY, AND DETERMINING WHETHER THE CORPORATION SHOULD FURNISH ANY NEW HOSPITAL SERVICES AND WHETHER ANY EXISTING HOSPITAL SERVICES FURNISHED BY THE CORPORATION SHOULD BE REDUCED. SECTION 4.3 NUMBER, TERM AND ELECTION. A. THE BOARD SHALL CONSIST OF A MINIMUM OF NINE (9) VOTING DIRECTORS AND A MAXIMUM OF TWELVE (12) VOTING DIRECTORS (THE ACTUAL NUMBER TO BE DETERMINED FROM TIME TO TIME BY THE BOARD), INCLUDING THE CEO OF THE CORPORATION, THE PRESIDENT OF THE CORPORATION'S MEDICAL STAFF, AND THE CHAIRMAN OF THE SOLE MEMBER'S BOARD OF DIRECTORS, WHO SHALL EACH SERVE AS AN EX-OFFICIO, VOTING DIRECTOR OF THE CORPORATION. AT ALL TIMES, AT LEAST A MAJORITY OF THE BOARD SHALL CONSIST OF COMMUNITY MEMBERS. APART FROM THE EX-OFFICIO DIRECTORS, THE BOARD SHALL BE DIVIDED INTO TWO CATEGORIES DESIGNATED AS THE BH CATEGORY DIRECTORS AND THE DRMC CATEGORY DIRECTORS. THE BH CATEGORY DIRECTORS SHALL CONSIST OF THREE (3) DIRECTORS, WHO SHALL BE NOMINATED, ELECTED, AND APPROVED AS PROVIDED FOR BELOW. THE DRMC CATEGORY DIRECTORS SHALL CONSIST OF THE REMAINING NUMBER OF DIRECTORS (THAT IS, THOSE OTHER THAN THE EX-OFFICIO DIRECTORS AND THE BH CATEGORY DIRECTORS), WHO SHALL BE NOMINATED, ELECTED, AND APPROVED AS PROVIDED FOR BELOW. B. WITH THE EXCEPTION OF THE EX-OFFICIO DIRECTORS, AND WITH THE EXCEPTION OF THE INITIAL BOARD WHO SHALL SERVE DURING THE INITIAL BOARD TERM AS DEFINED ON APPENDIX A ATTACHED HERETO, (I) THE BH CATEGORY DIRECTORS SHALL BE DIVIDED INTO THREE (3) CLASSES WITH ONE BH CATEGORY DIRECTOR IN EACH CLASS, AND THE TERM OF ONE SUCH CLASS SHALL EXPIRE IN EACH YEAR, AND (II) THE DRMC CATEGORY DIRECTORS SHALL BE DIVIDED INTO THREE (3) CLASSES WITH APPROXIMATELY THE SAME NUMBER OF DIRECTORS IN EACH CLASS, AND THE TERM OF ONE SUCH CLASS SHALL EXPIRE IN EACH YEAR. EACH DIRECTOR SHALL SERVE, COMMENCING ON THE FIRST DAY OF JULY, FOR A TERM OF THREE (3) YEARS, OR UNTIL SUCH DIRECTOR'S SUCCESSOR HAS BEEN DULY ELECTED AND QUALIFIED OR UNTIL THE DIRECTOR'S EARLIER DEATH, RESIGNATION OR REMOVAL. A DIRECTOR MAY HOLD OFFICE FOR THREE CONSECUTIVE THREE YEAR TERMS, AFTER WHICH THE DIRECTOR MUST STEP DOWN FOR AT LEAST ONE YEAR; PROVIDED, HOWEVER, THAT NONE OF THE TIME SERVED DURING THE INITIAL BOARD TERM OF A DIRECTOR SHALL COUNT AGAINST THE MAXIMUM TERM LIMIT OF THREE CONSECUTIVE THREE YEAR TERMS. SIGNIFICANT CHANGES CONTINUED FORM 990, PART VI, SECTION A, LINE 4 C. WITH THE EXCEPTION OF THE EX-OFFICIO DIRECTORS, AND WITH THE EXCEPTION OF THE INITIAL BOARD, THE DRMC CATEGORY DIRECTORS AND THE BH CATEGORY DIRECTORS SHALL BE NOMINATED AND ELECTED AS FOLLOWS. (I) FOR EACH DRMC CATEGORY DIRECTOR POSITION WHOSE TERM IS DUE TO EXPIRE, THE REMAINING DRMC CATEGORY DIRECTORS SHALL NOMINATE CANDIDATE(S) TO FILL SUCH POSITION DURING THE NEXT TERM TO THE SOLE MEMBER'S NOMINATING COMMITTEE AT LEAST THIRTY (30) DAYS PRIOR TO THE ANNUAL MEETING OF THE SOLE MEMBER (OR A SPECIAL MEETING CALLED FOR THE PURPOSE OF APPROVING DIRECTORS). THE SOLE MEMBER'S NOMINATING COMMITTEE SHALL REVIEW EACH CANDIDATE IN ACCORDANCE WITH THE POLICIES, RULES AND REGULATIONS OF THE SOLE MEMBER. THE SOLE MEMBER'S NOMINATING COMMITTEE MAY DECLINE ANY CANDIDATE IN GOOD FAITH AND SHALL BE REQUIRED TO SUBMIT THE BASIS THEREOF TO DRMC CATEGORY DIRECTORS WHO NOMINATED SUCH CANDIDATE. IF A CANDIDATE IS DECLINED, THE DRMC CATEGORY DIRECTORS MUST NOMINATE ALTERNATIVE CANDIDATE(S) TO THE SOLE MEMBER'S NOMINATING COMMITTEE AND THE SAME PROCESS SHALL APPLY. FOR EACH BH CATEGORY DIRECTOR POSITION WHOSE TERM IS DUE TO EXPIRE, THE REMAINING BH CATEGORY DIRECTORS SHALL NOMINATE CANDIDATE(S) TO FILL SUCH POSITION DURING THE NEXT TERM TO THE SOLE MEMBER'S NOMINATING COMMITTEE AT LEAST THIRTY (30) DAYS PRIOR TO THE ANNUAL MEETING OF THE SOLE MEMBER (OR A SPECIAL MEETING CALLED FOR THE PURPOSE OF APPROVING DIRECTORS). THE SOLE MEMBER'S NOMINATING COMMITTEE SHALL REVIEW EACH CANDIDATE IN ACCORDANCE WITH THE POLICIES, RULES AND REGULATIONS OF THE SOLE MEMBER. THE SOLE MEMBER'S NOMINATING COMMITTEE MAY DECLINE ANY CANDIDATE IN GOOD FAITH AND SHALL BE REQUIRED TO SUBMIT THE BASIS THEREOF TO BH CATEGORY DIRECTORS WHO NOMINATED SUCH CANDIDATE. IF A CANDIDATE IS DECLINED, THE BH CATEGORY DIRECTORS MUST NOMINATE ALTERNATIVE CANDIDATE(S) TO THE SOLE MEMBER'S NOMINATING COMMITTEE AND THE SAME PROCESS SHALL APPLY. ONCE THE PROCESS DESCRIBED IN SUBSECTIONS (I) AND (II) IS COMPLETE, AT LEAST TEN (10) DAYS PRIOR TO THE ANNUAL MEETING OF THE SOLE MEMBER OR SPECIAL MEETING CALLED FOR THE PURPOSE OF APPROVING DIRECTORS, THE SOLE MEMBER'S NOMINATING COMMITTEE SHALL RECOMMEND TO THE CORPORATION'S BOARD OF DIRECTORS THE LIST OF NOMINEES. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE NOMINEES MUST BE APPROVED BY A MAJORITY VOTE OF THE BOARD OF DIRECTORS, WITH SUCH MAJORITY VOTE INCLUDING THE AFFIRMATIVE VOTE OF THE DRMC CATEGORY DIRECTORS (EXCLUDING THE DRMC CATEGORY DIRECTORS WHOSE TERMS ARE EXPIRING) AND THE AFFIRMATIVE VOTE OF THE BH CATEGORY DIRECTORS (EXCLUDING THE BH CATEGORY DIRECTORS WHOSE TERMS ARE EXPIRING). FOLLOWING APPROVAL BY THE CORPORATION'S BOARD OF DIRECTORS, SUCH NOMINEES SHALL BE SUBMITTED TO THE SOLE MEMBER FOR APPROVAL. THE SOLE MEMBER SHALL APPROVE OR REFUSE TO APPROVE EACH SUCH NOMINEE AS A DIRECTOR, BUT MAY NOT ELECT ANY PERSON NOT NOMINATED AND RECOMMENDED ACCORDING TO THE PROCESS SET FORTH HEREIN. IF THE SOLE MEMBER DOES NOT APPROVE ONE OR MORE OF THE NOMINATED PERSONS, THE NOMINATING COMMITTEE SHALL SUBSEQUENTLY PRESENT TO THE BOARD AND THE SOLE MEMBER NEW NOMINATION(S) FOR SUCH POSITIONS FOR ELECTION OR REFUSAL TO ELECT IN THE SAME MANNER AS DESCRIBED ABOVE UNTIL ALL VACANCIES ARE FILLED. IF APPROVED BY THE SOLE MEMBER, THEN UNLESS OTHERWISE SPECIFIED AT THE TIME OF THE ELECTION, NEW DIRECTORS SHALL BE INSTALLED AT THE FIRST MEETING OF THE BOARD FOLLOWING THE ANNUAL MEETING OF THE SOLE MEMBER OR THE SPECIAL MEETING CALLED FOR THE PURPOSE OF APPROVING DIRECTORS. SECTION 4.6 VACANCIES EXCEPT FOR THE EX-OFFICIO DIRECTORS, VACANCIES IN ELECTED DIRECTOR POSITIONS DUE TO DEATH, RESIGNATION, REFUSAL TO SERVE, REMOVAL OR DISQUALIFICATION BY ABSENCE, INCREASE IN THE NUMBER OF DIRECTORS OR OTHERWISE SHALL BE FILLED AS PROMPTLY AS POSSIBLE IN ACCORDANCE WITH THE PROCESS SET FORTH SET FORTH IN SECTION 4.3C ABOVE. ANY DIRECTOR SO APPOINTED SHALL HOLD OFFICE FOR THE UNEXPIRED PORTION OF THE TERM OF THE DIRECTOR BEING REPLACED, AND UNTIL THE DIRECTOR'S SUCCESSOR IS ELECTED AND QUALIFIED OR UNTIL THE DIRECTOR'S EARLIER DEATH, RESIGNATION OR REMOVAL. SECTION 4.11 QUORUM AND VOTING A. QUORUM. EXCEPT AS TO MATTERS REQUIRING APPROVAL OF THE BH CATEGORY DIRECTORS PURSUANT TO SECTION 4.11D(I) OR (II), AS APPLICABLE, AND MATTERS DELEGATED EXCLUSIVELY TO THE BH CATEGORY DIRECTORS PURSUANT TO SECTION 4.11D(III), AT ALL MEETINGS OF THE BOARD, THE PRESENCE OF A MAJORITY OF THE VOTING DIRECTORS IN OFFICE AND ENTITLED TO VOTE SHALL CONSTITUTE A QUORUM. AS TO MATTERS REQUIRING APPROVAL OF THE BH CATEGORY PURSUANT TO SECTION 4.11D(I) OR (II), AS APPLICABLE, THE PRESENCE OF A MAJORITY OF THE VOTING DIRECTORS IN OFFICE AND ENTITLED TO VOTE AND THE PRESENCE OF A MAJORITY OF THE BH CATEGORY DIRECTORS IN OFFICE AND ENTITLED TO VOTE SHALL BE REQUIRED FOR A QUORUM. AS TO MATTERS DELEGATED EXCLUSIVELY TO THE BH CATEGORY DIRECTORS PURSUANT TO SECTION 4.11D(III), THE PRESENCE OF A MAJORITY OF THE BH CATEGORY DIRECTORS IN OFFICE AND ENTITLED TO VOTE SHALL BE REQUIRED FOR A QUORUM. IN ADDITION TO THOSE DIRECTORS WHO ARE ACTUALLY PRESENT AT A MEETING, DIRECTORS SHALL BE DEEMED AS PRESENT AT SUCH MEETING IF A TELEPHONE OR SIMILAR COMMUNICATION EQUIPMENT BY MEANS OF WHICH ALL PERSONS PARTICIPATING IN THE MEETING CAN HEAR EACH OTHER AT THE SAME TIME IS USED. ARTICLE V OFFICERS SECTION 5.1 SPECIFIC OFFICERS THE OFFICERS OF THE CORPORATION SHALL BE A CHAIRMAN OF THE BOARD, A VICE CHAIRMAN, A SECRETARY AND A TREASURER AND SUCH OTHER OFFICERS AND ASSISTANT OFFICERS AS THE BOARD MAY, FROM TIME TO TIME, DESIGNATE. ALL OFFICERS OF THE CORPORATION ARE REQUIRED TO BE ELECTED OR APPOINTED DIRECTORS AND ALSO HOLD DIRECTOR POSITIONS ON THE BOARD. A PERSON MAY HOLD MORE THAN ONE OFFICE, EXCEPT AS OTHERWISE PROVIDED FOR HEREIN. ARTICLE VI BOARD COMMITTEES SECTION 6.13 THE FINANCE/AUDIT AND COMPLIANCE COMMITTEE COMPOSITION AND ELECTION WITH THE EXCEPTION OF THE INITIAL MEMBERS OF THE FINANCE/AUDIT AND COMPLIANCE COMMITTEE WHO SHALL SERVE FOR THE INITIAL TERMS AS SET FORTH ON APPENDIX A, THE FINANCE/AUDIT AND COMPLIANCE COMMITTEE SHALL CONSIST OF THE CEO, TREASURER, THE CHIEF FINANCIAL OFFICER, AND AT LEAST TWO (2) OTHER BOARD MEMBERS. THE MEMBERS OF THE COMMITTEE SHALL BE DETERMINED IN NUMBER AND APPOINTED BY THE BOARD, AND EACH COMMITTEE MEMBER SO ELECTED SHALL SERVE A ONE (1) YEAR TERM, COMMENCING ON THE DATE OF ELECTION, AND EXTENDING UNTIL THE NEXT ANNUAL MEETING OR UNTIL HIS OR HER SUCCESSOR SHALL BE DULY ELECTED AND QUALIFY. ARTICLE XV CONFLICT'S OF INTEREST SECTION 15.1 GENERAL AS EACH DIRECTOR PARTICIPATES IN THE BUSINESS OF THE CORPORATION, HE/SHE HAS A FIDUCIARY DUTY TO ACT PRUDENTLY AND IN THE BEST INTEREST OF THE CORPORATION, AS OPPOSED TO HIS OR HER PERSONAL INTEREST OR THE INTEREST OF SOME OTHER PERSON OR ENTITY. THE INTERNAL REVENUE CODE ALSO REQUIRES THAT OFFICERS, DIRECTORS, AND OTHER DISQUALIFIED PERSONS OF A 501(C)(3) ORGANIZATION NOT ENGAGE IN EXCESS BENEFIT TRANSACTIONS WITH THE 501(C)(3) ORGANIZATION. INDEED, OFFICERS, DIRECTORS, AND OTHER DISQUALIFIED PERSONS WILL BE SUBJECT TO ONEROUS EXCISE TAXES IF THEY DO ENGAGE IN EXCESS BENEFIT TRANSACTIONS WITH THE 501(C)(3) ORGANIZATION. THE CORPORATION SHALL ADOPT THE SOLE MEMBER'S CONFLICT OF INTEREST POLICY, AS IT MAY BE AMENDED FROM TIME TO TIME, THAT IS INTENDED TO ASSIST DIRECTORS IN SATISFYING THEIR FIDUCIARY DUTY TO THE CORPORATION. IT ALSO ASSISTS DIRECTORS, OFFICERS, COMMITTEE MEMBERS, AND SENIOR LEVEL EXECUTIVES IN AVOIDING EXCESS BENEFIT TRANSACTIONS. ARTICLE XVIII BYLAW AND ARTICLE AMENDMENTS SECTION 18.1 AUTHORITY SUBJECT TO ARTICLE III AND SECTION 4.11D(I) OR (II), AS APPLICABLE, THE CORPORATION'S ARTICLES AND THESE BYLAWS MAY BE ALTERED, AMENDED AND/OR REPEALED FROM TIME TO TIME, BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE DIRECTORS IN OFFICE AND ENTITLED TO VOTE AT A MEETING AT WHICH A QUORUM IS PRESENT. SUCH NOTICE SHALL BE ACCOMPANIED BY THE PROPOSED TEXT OF THE AMENDMENTS; PROVIDED, HOWEVER, THAT UNLESS OTHERWISE PROHIBITED BY LAW, FURTHER CHANGES MAY BE MADE IN SUCH PROPOSAL AT THE MEETING. MEMBERS/STOCKHOLDERS FORM 990, PART VI, SECTION A, LINE 6 EFFECTIVE JANUARY 1, 2010, DUBOIS REGIONAL MEDICAL CENTER (DRMC) BECAME THE SOLE MEMBER OF BROOKVILLE HOSPITAL. DECISION APPROVALS FORM 990, PART VI, SECTION A, LINE 7A & 7B PER THE BYLAWS, ARTICLE IV, SECTION 4.3, APART FROM EX-OFFICIO BOARD MEMBERS, THE BOARD SHALL BE DIVIDED INTO TWO CATEGORIES DESIGNATED AS THE BROOKVILLE HOSPITAL DIRECTORS AND THE DRMC MEMBERS. FOR EACH DRMC CATEGORY DIRECTOR POSITION WHOSE TERM IS DUE TO EXPIRE, THE REMAINING DRMC CATEGORY DIRECTORS SHALL NOMINATE CANDIDATE(S) TO FILL SUCH POSITION DURING THE NEXT TERM TO THE SOLE MEMBER'S NOMINATING COMMITTEE AT LEAST THIRTY (30) DAYS PRIOR TO THE ANNUAL MEETING OF THE SOLE MEMBER (OR A SPECIAL MEETING CALLED FOR THE PURPOSE OF APPROVING DIRECTORS). THE SOLE MEMBER'S NOMINATING COMMITTEE SHALL REVIEW EACH CANDIDATE IN ACCORDANCE WITH THE POLICIES, RULES AND REGULATIONS OF THE SOLE MEMBER. THE SOLE MEMBER'S NOMINATING COMMITTEE MAY DECLINE ANY CANDIDATE IN GOOD FAITH AND SHALL BE REQUIRED TO SUBMIT THE BASIS THEREOF TO DRMC CATEGORY DIRECTORS WHO NOMINATED SUCH CANDIDATE. IF A CANDIDATE IS DECLINED, THE DRMC CATEGORY DIRECTORS MUST NOMINATE ALTERNATIVE CANDIDATE(S) TO THE SOLE MEMBER'S NOMINATING COMMITTEE AND THE SAME PROCESS SHALL APPLY. PER THE ORGANIZATIONS BYLAWS ARTICLE III, SECTION 3.1(C): RESERVED POWERS. EXCEPT AS TO MATTERS DELEGATED EXCLUSIVELY TO THE BH CATEGORY DIRECTORS PURSUANT TO SECTION 4.1 1D(III), WITH RESPECT TO WHICH THE APPROVAL OF THE SOLE MEMBER SHALL NOT BE REQUIRED, THE BOARD OF DIRECTORS SHALL NOT HAVE THE POWER OR AUTHORITY TO TAKE ANY OF THE FOLLOWING ACTIONS ON BEHALF OF THE CORPORATION UNLESS (A) A PROPOSAL FOR ANY SUCH ACTION HAS BEEN ADOPTED BY THE BOARD OF DIRECTORS IN THE MANNER CONTEMPLATED BY ARTICLE IV OF THESE BYLAWS AND SUBMITTED TO THE SOLE MEMBER AND (B) THE ACTION HAS BEEN APPROVED BY THE SOLE MEMBER: (I) APPROVE ALL FUNDAMENTAL TRANSACTIONS OF THE CORPORATION AS DESCRIBED IN CHAPTER 59 OF THE NPCL, INCLUDING, WITHOUT LIMITATION, ANY AMENDMENTS TO ARTICLES OF THE CORPORATION AND ANY MERGER, CONSOLIDATION, DIVISION, TRANSFER OF ALL OR SUBSTANTIALLY ALL ASSETS, DISSOLUTION, OR LIQUIDATION OF THE CORPORATION OR ANY TRANSACTION OUTSIDE OF THE ORDINARY COURSE OF BUSINESS; (II) APPROVE ALL STRATEGIC PLANS, ALL CAPITAL AND OPERATING BUDGETS, AND ALL FEASIBILITY PLANS OF THE CORPORATION AND ANY AMENDMENTS THERETO; (III) APPROVE THE INCURRENCE, RE-FINANCING OR PREPAYMENT OF ALL INDEBTEDNESS OF THE CORPORATION IN EXCESS OF $10,000 WITH RESPECT TO EITHER A SINGLE TRANSACTION OR IN THE AGGREGATE FOR ANY ROLLING TWELVE-MONTH PERIOD OR THE DEFEASANCE OF ANY SUCH INDEBTEDNESS, OR SUCH OTHER AMOUNTS AS ESTABLISHED BY RESOLUTION OF THE SOLE MEMBER FROM TIME TO TIME; (IV) APPROVE THE SECURING OF ANY MORTGAGE, DEED OF TRUST, PLEDGE, SECURITY INTEREST OR OTHER ENCUMBRANCE OF SOME OR ALL OF THE CORPORATION'S ASSETS, OTHER THAN SECURITY INTERESTS ARISING FROM PURCHASE MONEY INDEBTEDNESS INCURRED BY THE CORPORATION AT THE TIME OF, OR WITHIN 20 DAYS AFTER, THE INITIAL ACQUISITION OF ANY FIXED ASSETS BY CORPORATION FOR THE PURPOSE OF FINANCING ALL OR ANY PART OF THE ACQUISITION COST THEREOF AND SECURED ONLY BY SUCH ASSETS ACQUIRED PROVIDED SUCH INDEBTEDNESS DOES NOT NEED TO OTHERWISE BE APPROVED AS SET FORTH IN (III) ABOVE OR (V) BELOW; (V) EXCEPT AS MAY BE INVOLVED THEREAFTER IN ORDINARY REPAIRS, MAINTENANCE AND REPLACEMENT, MAKE ANY CAPITAL EXPENDITURES OR ANY CAPITAL ADDITIONS OR IMPROVEMENTS REQUIRING THE PAYMENT OF MORE THAN (a) $10,000 FOR ANY ONE CAPITAL ITEM OR (b) IF ANY ONE CAPITAL ITEM IS LESS THAN SAID AMOUNT, $25,000 IN THE AGGREGATE FOR ANY ROLLING TWELVE-MONTH PERIOD, OR SUCH OTHER AMOUNTS AS ESTABLISHED BY RESOLUTION OF THE SOLE MEMBER FROM TIME TO TIME; (VI) APPROVE ANY AND ALL AMENDMENTS OF THE ARTICLES AND/OR THESE BYLAWS; (VII) APPROVE ANY CHANGE IN MISSION OR DIRECTION OF THE CORPORATION, INCLUDING, WITHOUT LIMITATION, APPROVE ANY DECISION TO ADD OR DISCONTINUE A LINE OF SERVICE, ADD OR DISCONTINUE AN INPATIENT OR OUTPATIENT LOCATION OR UNIT, OR ADD OR DISCONTINUE ANY OF THE CLINICAL SERVICES PROVIDED BY THE CORPORATION EITHER DIRECTLY OR INDIRECTLY; (VIII) APPROVE THE ESTABLISHMENT OF, OR TERMINATION OR WITHDRAWAL FROM, ANY SUBSIDIARY, JOINT VENTURE, OR OTHER PARTNERSHIP OR SHARED GOVERNANCE ARRANGEMENT; (IX) APPROVE ENTERING INTO OR AMENDING ANY AGREEMENT PURSUANT TO WHICH THE CORPORATION PAYS OR RECEIVES COMPENSATION ABOVE $50,000 DURING A PERIOD OF ONE YEAR OR LESS; (X) APPROVE ENTERING INTO, AMENDING, OR TERMINATING (A) ANY AGREEMENT WITH A MATERIAL THIRD PARTY PAYOR OF THE CORPORATION, AS DETERMINED BY THE SOLE MEMBER IN ITS SOLE DISCRETION, OR (B) ANY AGREEMENT BETWEEN THE CORPORATION AND THE SOLE MEMBER; (XI) APPROVE ENTERING INTO, AMENDING, OR TERMINATING ANY UNION OR COLLECTIVE BARGAINING AGREEMENT; AND (XII) APPROVE AND/OR TAKE ANY OTHER ACTIONS AS ARE RESERVED TO THE SOLE MEMBER BY VIRTUE OF THESE BYLAWS OR ANY RESOLUTIONS OF THE BOARD OF DIRECTORS ENACTED FROM TIME TO TIME OR AS REQUIRED OF THE SOLE MEMBER BY VIRTUE OF ITS STATUS AS MEMBER OF THE CORPORATION. 990 REVIEW PROCESS FORM 990, PART VI, SECTION B, LINE 11A THE FORM 990 IS REVIEWED BY THE CFO AND CEO AND A COPY IS PROVIDED TO THE BOARD MEMBERS WHO HAVE AN OPPORTUNITY TO ASK QUESTIONS BEFORE THE 990 IS FILED. CONFLICTS OF INTEREST FORM 990, PART VI, SECTION B, LINE 12C THE CONFLICT OF INTEREST STATEMENTS ARE REVIEWED BY THE CEO. ANY BOARD MEMBER WITH A CONFLICT OR POTENTIAL CONFLICT WOULD ABSTAIN FROM VOTING ON ANY MATTER RELATED TO THAT CONFLICT. ADDITIONALLY, THE BOARD MEMBERS ARE GIVEN A QUESTIONNAIRE TO COMPLETE TO ASSIST THE ORGANIZATION IN PROPERLY ANSWERING THE QUESTIONS FOR THE NEW FORM 990. CORPORATE OFFICERS AND KEY EMPLOYEES ARE ALSO REQUIRED TO ANNUALLY DISCLOSE CONFLICTS OF INTEREST. CEO COMPENSATION REVIEW FORM 990, PART VI, SECTION B, LINE 15A THE CEO'S COMPENSATION IS NOT PAID BY BROOKVILLE HOSPITAL AS HIS SERVICES ARE PROVIDED TO THE HOSPITAL AS PART OF THE DUBOIS REGIONAL MEDICAL CENTER (DRMC) MANAGEMENT CONTRACT. DRMC DOES COMPLETE A SALARY REVIEW USING AN INDEPENDENT CONSULTANT AND A COMPENSATION COMMITTEE. HIS SALARY IS ULTIMATELY APPROVED BY THE BOARD OF DRMC. COMPENSATION WAS LAST REVIEWED IN JUNE 2010. OFFICER, KEY EMPLOYEE COMPENSATION REVIEW FORM 990, PART VI, SECTION B, LINE 15B THE BOARD OF DIRECTORS USE AN INDEPENDENT CONSULTANT TO REVIEW BOTH THE VP OF FINANCE AND VP OF PATIENT CARE SERVICES SALARIES. SALARIES ARE APPROVED BY THE BOARD OF DIRECTORS. COMPENSATION WAS LAST REVIEWED IN JUNE 2010. DOCUMENT DISCLOSURE FORM 990, PART VI, SECTION C, LINE 19 A FINANCIAL SUMMARY IS PUBLISHED IN THE PAPER EACH YEAR WITH THE ANNUAL REPORT TO THE COMMUNITY. THIS FINANCIAL SUMMARY AND ANNUAL REPORT CAN ALSO BE REVIEWED IN THE HOSPITAL ADMINISTRATIVE OFFICES. THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE NOT AVAILABLE TO THE PUBLIC. TAX-EXEMPT ORGANIZATIONS SCHEDULE R, PART II THE ORGANIZATION LISTED BROOKVILLE HOSPITAL FOUNDATION AND BROOKVILLE REGIONAL HEALTH SERVICES AS RELATED TAX-EXEMPT ORGANIZATIONS AS THESE ORGANIZATIONS WERE, INDEPENDENT, RELATED TAX-EXEMPT ORGANIZATIONS FOR A PORTION OF THE FISCAL YEAR. IN 2010 BROOKVILLE HOSPITAL, BROOKVILLE HOSPITAL FOUNDATION, AND BROOKVILLE REGIONAL HEALTH SERVICES MERGED WITH THE HOSPITAL BEING THE SURVIVING CORPORATION. BROOKVILLE REGIONAL HEALTH SERVICES 100 HOSPITAL ROAD BROOKVILLE PA 15825 251475437 PARENT CORP PA 501(C)(3) 7 NA BROOKVILLE HOSPITAL FOUNDATION 100 HOSPITAL ROAD BROOKVILLE PA 15825 251475439 SUPPORT PA 501(C)(3) 11 NA BROOKCARE INC 100 HOSPITAL ROAD BROOKVILLE PA 15825 251477768 OFFICE SPACE PA C CORP JOSEPH BEACH TRUST PO BOX 220 INDIANA PA 15701 256171730 TRUST PA TRUST 0 172312 1.00000 false false true false false false false false false true false false true true false true false false BROOKCARE INC J 97582 BROOKVILLE FOUNDATION C 100254