| Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder |
WellSpan Summit Health, a not-for-profit corporation, is the sole member of the Hospital.WellSpan Health, a not-for-profit corporation, is the sole member of WellSpan Summit Health. |
| Form 990, Part VI, Line 7a: How Members or Shareholders Elect Governing Body |
The Board of Directors (the "Board") shall consist of not less than nine and not more than sixteen members, including the President of the Hospital who shall serve ex-officio as voting members of the Board. The number of Directors may be established and changed from time to time by vote or resolution of the Member. At least one member of the Board shall be a director of the Member's Board. Except for the Directors who serve as ex-officio members of the Board, each Director shall be elected by the Member.Subject to any powers reserved to WellSpan or the Member by law or these By-Laws, the governance of the Hospital shall be vested in the Board of Directors of the Hospital (the Board) who shall have authority to manage the business, property and affairs of the Hospital as provided by the Act. In this capacity, the Board shall act as the governing body ofthe Hospital on all matters not reserved to WellSpan and the Member, including but not limited to, responsibility for the quality of care delivered by the Hospital and its Medical Staff, and for adherence to applicable licensure requirements established by the Pennsylvania Department of Health for acute care general hospitals, the Medicare Conditions of Participation established by CMS for hospitals, and the accreditation standards established by The Joint Commission (or similar accreditation organization), including requirements regarding medical staff appointments, credentialing and oversight. With respect to those powers and responsibilities reserved to WellSpan and the Member, the Board shall serve in an advisory capacity. |
| Form 990, Part VI, Line 7b: Describe Decisions of Governing Body Approval by Members or Shareholders |
Rights of WellSpan. WellSpan may, with respect to the Hospital, initiate and implement any of the following actions, except as otherwise provided in the Affiliation Agreement, and if any of the following actions are otherwise initiated by the Hospital or the Member, such action shall not become effective unless approved by WellSpan:(a) adoption, amendment, restatement, repeal, termination or any other modification of any governing instrument of the Hospital;(b) any fundamental transactions involving the Hospital, including the reorganization, merger, consolidation, change of control, sale of all or substantially all the assets, conversion, dissolution, assignment for the benefit of creditors, filing of any bankruptcy petition, or similar transaction; provided however, for at least ten (10) years following the Effective Date, WellSpan shall not sell, transfer, convey, lease, exchange, or otherwise dispose of all or substantially all of Hospitals assets, unless otherwise approved by the Member and a majority of the Board;(c) except as otherwise provided in Section 10.4(d) of the Affiliation Agreement, investment of any Hospitals assets other than in accordance with WellSpans investment policy then in effect; provided, that any Hospital assets invested by WellSpan will be invested pro rata in accordance with WellSpans risk allocation strategy applicable to the assets of all other WellSpan entities;(d) incurrence of indebtedness in excess of limits established by WellSpans policy then in effect (which shall in no event be less than One Million Dollars ($1,000,000)) by the Hospital;(e) any sale, transfer, conveyance, lease, exchange, mortgage, encumbrance, pledge or other disposition of the Hospitals assets with fair market value in excess of limits established by WellSpans policy then in effect (which shall in no event be less than One Million Dollars ($1,000,000)), other than in the normal course of business;(f) adopting any annual operating or capital budgets for the Hospital, provided, however, that such operating budget shall include funding for community benefit programs;(g) any capital expenditures by the Hospital in excess of the WellSpan-approved annual capital budgets for the Hospital;(h) except as otherwise provided in the Affiliation Agreement, any material changes to licenses held by the Hospital;(i) selecting, hiring, contracting with, or otherwise entering into agreements with, whether oral or written, any outside financial auditors, legal counsel or investment advisors that may be recommended by the Hospital for its local needs or activities, other than the outside financial auditors, legal counsel or investment advisors selected by WellSpan;(j) review and approval of the Hospitals nominees for the Hospitals corporate officers before such nominees are appointed by the Board;(k) adopting the statement of mission and vision, strategic and operating plans and any amendments thereto for the Hospital;(l) creation of new (or material changes, including closure or cessation, to existing) lines of business, sites of business, subsidiaries, partnerships or joint venture by the Hospital (subject to WellSpans and the Members right to require the decision-making process described in Section 10.3(a)(iv) of the Affiliation Agreement, if applicable); and(m) Any change in the Hospitals tax-exempt status (subject to Section 10.1 of the Affiliation Agreement), charitable mission, or charity care policies and practices (which shall at all times comply with the integrated regional nonprofit health care systems charity care policies and practices in effect from time to time).Section 2.2 Rights of the Member. Subject to WellSpans reserved powers in Section 2.1 above and in addition to all matters required by law or these By-Laws to be approved by the Member, the Member shall have the following rights and responsibilities:(a) recommending (for WellSpan approval) operating plans for the Hospital that are in conformance with System-approved priorities and plans;(b) monitoring the Hospitals accomplishment of the Hospitals operating plans;(c) recommending (for WellSpan approval) annual operating and capital budgets for the Hospital that are in conformance with System budget targets;(d) monitoring the Hospitals financial performance against the Hospitals operating and capital budgets;(e) monitoring the quality of and satisfaction with clinical services provided by the Hospital;(f) nominating the Hospitals corporate officers for review and approval by WellSpan before they are appointed by the Board;(g) ensuring that the governing board of the Hospital is effectively monitoring compliance with applicable licensure requirements established by the Pennsylvania Department of Health for acute care general hospitals, the Medicare Conditions of Participation established by The Centers for Medicare and Medicaid Services for hospitals, and the accreditation standardsestablished by The Joint Commission (or similar accreditation organization), including requirements regarding medical staff appointments, credentialing, and oversight;(h) representing the interests of the community or population served by the Hospital;(i) recommending (for WellSpan approval) changes in the services provided by the Hospital (subject to WellSpans and the Members right to require the decision-making process described in Section 10.3(a)(iv) of the Affiliation Agreement, if applicable);(j) recommending (for WellSpan approval) amendments to the Hospitals Articles of Incorporation or By-Laws;(k) recommending (for WellSpan approval) fundamental transactions involving the Hospital, including the reorganization, merger, consolidation, change of control, sale of all or substantially all the assets, conversion, dissolution, assignment for the benefit of creditors, filing of any bankruptcy petition, or similar transaction;(l) except as otherwise provided in Section 10.4(d) of the Affiliation Agreement, recommending (for WellSpan approval) investment of any Hospitals assets other than in accordance with WellSpans investment policy then in effect;(m) recommending (for WellSpan approval) the Hospitals incurrence of indebtedness in excess of limits established by a WellSpan policy then in effect (which shall in no event be less than One Million Dollars ($1,000,000));(n) recommending (for WellSpan approval) the sale, transfer, conveyance, lease, exchange, mortgage, encumbrance, pledge or other disposition of the Hospitals assets with fair market value in excess of limits established by a WellSpan policy then in effect (which shall in no event be less than One Million Dollars ($1,000,000)), other than in the normal course of business;(o) recommending (for WellSpan approval) capital expenditures in excess of the WellSpan-approved annual capital budgets for the Hospital;(p) recommending (for WellSpan approval) material changes to licenses held by the Hospital;(q) recommending (for WellSpan approval) any outside financial auditors, legal counsel or investment advisors for the Hospitals local needs or activities, other than the outside financial auditors, legal counsel or investment advisors selected by the System;(r) recommending (for WellSpan approval) changes to the Hospitals statement of mission and vision, strategic and operating plans;(s) recommending (for WellSpan approval) the creation of new (or material changes, including closure or cessation, to existing) lines of business, sites of business, subsidiaries, partnerships or joint ventures by the Hospital (subject to WellSpans and the Members right to require the decision-making process described in Section 10.3(a)(iv) of the Affiliation Agreement, if applicable); and(t) recommending (for WellSpan approval) any change in any the Hospitals tax-exempt status, charitable mission or charity care policies and practices (which shall at all times comply with the Systems charity care policies and practices in effect from time to time). |
| Form 990, Part VI, Line 11b: Form 990 Review Process |
Management provides an electronic copy of the form 990 to each voting member of the organization's governing body, prior to its filing with the IRS. The organization's finance management team provides a presentation to the Audit Committee on the organization's 990 return. |
| Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts |
Officers, directors, and key employees fill out a WellSpan Health Conflict of Interest Disclosure Statement questionnaire annually. The questionnaire is administered by the Internal Audit Department of WellSpan Health, the Parent Company.There shall be full disclosure by any Director having a business or personal interest or relationship which may be in conflict with the interests of the Corporation. After such disclosure the Director shall abide by the determination of the Board of Directors as to whether a conflict exists, the extent to which, if at all, the Director will be permitted to be present during the Board of Directors' discussion of the matter in which the Director may be interested, and whether the Director will be permitted to participate in such discussion and cast a vote in such matter. |
| Form 990, Part VI, Line 15b: Compensation Review and Approval Process for Officers and Key Employees |
The following procedure is followed by our parent company and affiliates in setting compensation. The Compensation Committee of WellSpan Health is responsible for rewarding and reinforcing key executives for the achievement of annual and long-term performance objectives. The Compensation Committee shall consist of not more than six (6) persons, of whom two (2) shall be the Chairman and Vice Chairman of the Board of the Corporation, and the remaining members shall be such other persons as may be appointed by the Chairman of the Board of the Corporation, with the approval of the Board of Directors; provided, however, that the Compensation Committee shall not include any persons who are employed by the System. The role of the Compensation Committee is to set the Executive Compensation Philosophy for the system and ensure adherence, evaluate performance and establish compensation for the WellSpan President, evaluate team performance of the executive team and establish awards, review and approve senior executive base salary ranges, and oversee employed physician compensation programs. The Committee will approve salary ranges for each executive position and review incumbent salaries annually. The Committee will be responsible for reviewing the President's salary each year, and if warranted, authorizing an adjustment to maintain competitiveness. The President will have the authority to make salary adjustments for subordinate positions. The Committee is responsible for approving and authorizing payment of the performance awards. The Committee will approve and authorize payment of the President's performance awards. Integrated Healthcare Strategies, Inc., based in Minneapolis Minnesota is the external consultant to the committee. This consultant focuses exclusively on executive and physician compensation in the health care industry. In summary, the executive and physician compensation review process consists of the following: 1) Cash compensation reviewed annually 2) Cash compensation reviewed by external consultant biennially 3) external total compensation (cash, incentives, benefits, perquisites) reviewed by external consultant periodically 4) Process is integrated with compensation analysis for other WellSpan positions 5) Committee decisions are documented in minutes maintained in Human Resources. |
| Form 990, Part VI, Line 19: Other Organization Documents Publicly Available |
Governing documents, policies, and financial statements are available upon request. |
| Other Changes In Net Assets Or Fund Balances - Other Increases |
Change in Retirement Liabilities = $12887325 |
| Other Changes In Net Assets Or Fund Balances - Other Increases |
Increase in permanently restricted net assets = $329076 |
| Schedule K - Tax-Exempt Bonds |
1.2014 GENERAL AUTHORITY OF SOUTHCENTRAL PENNSYLVANIA REVENUE REFUNDING BONDS, SERIES A:On November 11, 2014, the General Authority of Southcentral Pennsylvania issued $213,430,000 of Revenue Refunding bonds, Series 2014A for WellSpan Health Obligated Group. The purpose of this bond issue was revenue refund for bonds issued 06/23/1993 and 11/12/2008. WellSpan Health, the parent organization, allocated portions of the proceeds of this tax-exempt bond issue to York Hospital (23-1352222), Gettysburg Hospital (23-1352220), WellSpan Properties (22-2842252), WellSpan Surgery & Rehabilitation Hospital (23-2899911), and Ephrata Community Hospital (23-1370484). To remain consistent with the reporting on Form 8038, all outstanding liabilities associated with this tax-exempt bond issue is reported on the WellSpan Health (22-2517863) Schedule K. As of 6/30/21, the allocation of the Debt Capital program including issue premium of $47,545,967 was as follows:York Hospital: $27,890,452Gettysburg Hospital: $1,922,543WellSpan Properties: $6,845,852WellSpan Surgery & Rehabilitation Hospital: $3,377,167Ephrata Community Hospital: $7,509,953These amounts are reported on the respective balance sheets for each of these entities.An Arbitrage Rebate and Yield Restriction Liability Calculation was performed for the period of November 10, 2014, to November 10, 2019. No rebate was due._______________________________________________________________________________2.2015 LANCASTER MUNICIPAL AUTHORITY BANK LOAN, SERIES A:On May 22, 2015, the Lancaster Municipal Authority issued $36,572,083 of Revenue Refunding bonds, Series 2015A, to an Obligated Group consisting of York Hospital, Gettysburg Hospital and Ephrata Community Hospital. The purpose of this bond issue was to refund bonds issued on behalf of Ephrata Community Hospital, including the Lancaster Municipal Authority Revenue Notes Series 2009, 2010A, 2012, and 2013. To remain consistent with the reporting on Form 8038, all outstanding liabilities associated with this tax-exempt bond issue is reported on the WellSpan Health (22-2517863) Schedule K.As of 6/30/21, the $27,600,768 of outstanding liability is reported on the Ephrata Community Hospital return balance sheet._______________________________________________________________________________3.2019 GENERAL AUTHORITY OF SOUTHCENTRAL PENNSYLVANIA REVENUE REFUNDING BONDS, SERIES A & B:On April 19, 2019, the General Authority of Southcentral Pennsylvania issued $331,502,627 of Revenue Refunding bonds, Series 2019A and 2019B for WellSpan Health Obligated Group. The purpose of this bond issue was revenue refund for bonds issued 11/12/2008. WellSpan Health, the parent organization, allocated portions of the proceeds of this tax-exempt bond issue to York Hospital (23-1352222), Chambersburg Hospital (23-0465970), WellSpan Properties (22-2842252), Chambersburg Health Services (25-1515376), The Good Samaritan Hospital of Lebanon Pennsylvania (23-1794160), Waynesboro Hospital (23-1360854), Summit Physician Services (25-1716306), Gettysburg Hospital (23-1352220), WellSpan Surgery & Rehabilitation Hospital (23-2899911) and Ephrata Community Hospital (23-1370484). To remain consistent with the reporting on Form 8038, all outstanding liabilities associated with this tax-exempt bond issue is reported on the WellSpan Health (22-2517863) Schedule K. As of 6/30/21, the allocation of the Debt Capital program of $324,770,019 was as follows:York Hospital: $109,820,502Waynesboro Hospital: $455,712Chambersburg Hospital: $110,975,751Chambersburg Health Services: $18,656,026Summit Physician Services: $983,590WellSpan Properties: $66,683,198Gettysburg Hospital: $12,384,727Ephrata Community Hospital: $3,372,694The Good Samaritan Hospital of Lebanon Pennsylvania: $42,216WellSpan Surgery & Rehabilitation Hospital: $1,395,603These amounts are reported on the respective balance sheets for each of these entities._______________________________________________________________________________4.2019 GENERAL AUTHORITY OF SOUTHCENTRAL PENNSYLVANIA REVENUE REFUNDING BONDS, SERIES C-E:On April 3, 2019, the General Authority of Southcentral Pennsylvania issued $212,690,000 of Revenue Refunding bonds Series 2019C, 2019D and 2019E for WellSpan Health Obligated Group. The purpose of this bond issue was revenue refund for bonds issued 11/12/2008. WellSpan Health, the parent organization, allocated portions of the proceeds of this tax-exempt bond issue to York Hospital (23-1352222), Gettysburg Hospital (23-1352220), WellSpan Properties (22-2842252), WellSpan Surgery & Rehabilitation Hospital (23-2899911), The Good Samaritan Hospital of Lebanon Pennsylvania (23-1794160) and WellSpan Health (22-2517863). To remain consistent with the reporting on Form 8038, all outstanding liabilities associated with this tax-exempt bond issue is reported on the WellSpan Health (22-2517863) Schedule K. As of 6/30/21, the allocation of the Debt Capital program of $212,690,000 was as follows: York Hospital: $123,530,352Gettysburg Hospital: $19,290,983WellSpan Properties: $22,545,140WellSpan Surgery & Rehabilitation Hospital: $35,731,920The Good Samaritan Hospital of Lebanon Pennsylvania: $1,722,789WellSpan Health: $9,868,816These amounts are reported on the respective balance sheets for each of these entities._______________________________________________________________________________5.2014 FRANKLIN COUNTY INDUSTIAL AUTHORITY REVENUE REFUNDING BONDS, SERIES A & C:On April 30, 2014, the Franklin County Industrial Authority issued $35,795,000 of Healthcare Revenue Refunding bonds, Series 2014A & 2014C for the WellSpan Health Obligated Group. WellSpan Health, the parent organization, allocated portions of the proceeds of this tax-exempt bond issue to Waynesboro Hospital (23-1360854), Chambersburg Hospital (23-0465970) and Chambersburg Health Services (25-1515376). To remain consistent with the reporting on Form 8038, all outstanding liabilities associated with this tax-exempt bond issue is reported on the WellSpan Health (22-2517863) Schedule K.As of 6/30/21, the allocation of the Debt Capital program of $25,493,770 was as follows: Waynesboro Hospital: $6,390,449Chambersburg Hospital: $18,577,321Chambersburg Health Services: $526,000These amounts are reported on the respective balance sheets for each of these entities.______________________________________________________________________________6.2017 BANK LOANS / REISSUE BONDS ISSUED 11/12/2008:On March 13, 2018, the General Authority of Southcentral Pennsylvania issued $34,877,000 of Revenue bonds, Series 2017A Notes (taxable) for WellSpan Health Obligated Group. Such notes were applied to refund 2008A Bonds. Also, on September 4, 2018, the General Authority of Southcentral Pennsylvania issued $29,312,000 of Revenue Bonds, Series 2017B (tax-exempt bonds) for WellSpan Health Obligated Group.Such notes were applied to refund 2008A Bonds.WellSpan Health, the parent organization, allocated portions of the proceeds of this tax-exempt bond issue to York Hospital (23-1352222), Gettysburg Hospital (23-1352220), WellSpan Properties (22-2842252), WellSpan Surgery & Rehabilitation Hospital (23-2899911), and The Good Samaritan Hospital of Lebanon Pennsylvania (23-1794160). To remain consistent with the reporting on Form 8038, all outstanding liabilities associated with this tax-exempt bond issue is reported on the WellSpan Health (22-2517863) Schedule K.As of 6/30/21, the allocation of the Debt Capital program of $50,807,000 was as follows: York Hospital: $29,508,705Gettysburg Hospital: $4,608,195WellSpan Properties: $5,385,542WellSpan Surgery & Rehabilitation Hospital: $8,535,576The Good Samaritan Hospital of Lebanon Pennsylvania: $411,536WellSpan Health: $2,357,446These amounts are reported on the respective balance sheets for each of these entities. |
| Signature Line - Paid Preparer Explanation |
Paid Preparer ExplanationDue to a software limitation, we wish to clarify that WellSpan Health is the ERO.The paid preparer is:BDO USA, LLP13-53815908401 Greensboro Drive, Suite 800McLean, VA 22102(703) 893-0600 |
Attach to Form 990 or 990-EZ.