2024-08-14T15:17:05+00:00 2023-09-30 346565596 ERNST & YOUNG US LLP 4365 Executive Drive Suite 1600 San Diego CA 92121 990 2022-10-01 953273985 Coronado Hospital Foundation CORO 8584995150 8695 Spectrum Center Blvd San Diego CA 92123 William S Littlejohn SR VP CEO FOUNDATION 2024-08-14 false true Debra Heiskala P00649485 8585357200 2022 2024-08-08 14:25:15Z William S Littlejohn 8695 Spectrum Center Blvd San Diego CA 92123 17119497 false X https://www.sharp.com/give/coronado-foundation X 1978 CA CORONADO HOSPITAL FOUNDATION IS A NON PROFIT BENEFIT CORPORATION DEDICATED TO ENHANCING THE HEALTH OF THE COMMUNITY BY SUPPORTING SOLUTIONS TO CORONADO'S UNIQUE HEALTH CARE NEEDS. 26 23 5 95 0 0 4063906 5261092 0 2327583 2692195 32842 39390 6424331 7992677 5762432 2323945 0 587688 637529 0 162207 256200 -338049 6606320 2623425 -181989 5369252 28705679 34943541 975059 476044 27730620 34467497 SEE SCHEDULE O false false 2338691 2323945 0 Coronado Hospital Foundation provided support to Sharp Coronado Hospital and Healthcare Center by soliciting donations from the community, grants, and other contribution sources and contributing them to SCHHC to aid in the operations, upkeep and capital improvements of the hospital to ensure continuation of quality healthcare for the Coronado Community. 2338691 true true false false false false false false true true false false true false true true false false false false false false false true false false true false true false false false false false false false false true true false false false false false false false true X 9 0 true 5 false false false false false true true false false false false false false X 26 23 false true false false true true true true true false false true true true true false false false false false CA X Jennifer Gardyne 8584995150 8695 Spectrum Center Blvd San Diego CA 92123 Jane Braun TREASURER 1.0 0 X X 0 0 0 Judy Weisman VICE CHAIR 2.0 0 X X 0 0 0 Lyndsey Arendsee SECRETARY 2.0 0 X X 0 0 0 Sydney Stanley CHAIR 3.0 0 X X 0 0 0 William Littlejohn SVP, CEO FOUNDATIONS 2.0 0 X X 730673 0 21724 Arlene Inch DIRECTOR 1.0 0 X 0 0 0 Berenice Zamaro DIRECTOR AS OF 10/01/2021 2.0 0 X 0 0 0 Bill Huck DIRECTOR AS OF 10/01/2022 2.0 0 X 0 0 0 Carol Sommer DIRECTOR 1.0 0 X 0 0 0 Charlie Ahern DIRECTOR 2.0 0 X 0 0 0 Charlie Pinkus DIRECTOR AS OF 10/01/2022 2.0 0 X 0 0 0 Clifford Bee DIRECTOR 1.0 0 X 0 0 0 Dan Gensler DIRECTOR 1.0 0 X 0 0 0 Gloria Aberasturi DIRECTOR 2.0 0 X 0 0 0 Gregory Apel MD DIRECTOR 1.0 0 X 7125 0 0 Jane Simeral DIRECTOR 2.0 0 X 0 0 0 Kitt Williams DIRECTOR AS OF 10/01/2022 2.0 0 X 0 0 0 Lee Cargill DIRECTOR AS OF 10/01/2022 2.0 0 X 0 0 0 Marcia Hall DIRECTOR AS OF 10/01/2022 2.0 0 X 0 0 0 Michael Woiwode DIRECTOR 2.0 0 X 0 0 0 Nora Allen DIRECTOR/CHF DIR DEVELOPMENT 40.0 0 X 166411 0 22596 Pat Flynn DIRECTOR 2.0 0 X 0 0 0 Paula Bingham-Couture DIRECTOR 2.0 0 X 0 0 0 Sue Belmonte DIRECTOR 2.0 0 X 0 0 0 Susan Stone DIRECTOR THRU 01/01/2023, SVP HEALTH SYSTEM OPS AND SYSTEM CHIEF NURSING EXEC 2.0 0 X 800011 0 21103 William Perkins DIRECTOR 2.0 0 X 0 0 0 William S Evans DIRECTOR, SVP MARKET CEO AS OF 11/01/2022 2.0 0 X 1194031 0 22231 Sandra Gross SR DEVELOPMENT OFFICER 40.0 0 X 117570 0 21407 3015821 0 109061 0 false false true 0 240000 249720 20000 4751372 30835 5261092 0 0 0 0 0 652767 652767 0 0 9788371 1338928 9072472 15399 715899 1323529 2039428 2039428 58639 249720 38774 19865 19865 9940 175 9765 9765 CHF MEMBERS SOCIAL 900099 9320 9320 Discount revenue 900099 440 440 0 0 0 0 9760 7992677 0 0 2731585 2323945 2323945 144629 8678 40496 95455 362488 21749 101497 239242 16294 978 4562 10754 78944 4737 22104 52103 35174 2110 9849 23215 14701 882 4116 9703 14300 14300 39413 39413 19989 1199 5597 13193 41786 2507 11700 27579 18913 1135 5296 12482 1526 92 427 1007 -545844 -32751 -152836 -360257 326 20 91 215 Dues, Food, & Other 56841 3410 15915 37516 0 0 0 0 2623425 2338691 122527 162207 198820 300857 315952 89999 2838784 2460802 0 0 0 0 0 15119 8319 8443 20571 68695 10024 68971 58671 21440666 26353461 0 0 3818924 5650861 28705679 34943541 147393 199372 281823 276672 0 0 545843 0 975059 476044 X 21100151 25863200 6630469 8604297 27730620 34467497 28705679 34943541 5369252 1367625 0 0 X false true X true false X 3717097 2821110 4612660 4063906 5261092 20475865 0 0 0 0 0 0 0 0 3717097 2821110 4612660 4063906 5261092 20475865 5856016 14619849 499680 529128 547386 551589 652767 2780550 0 0 0 0 11924 13247 22081 32842 39390 119484 23375899 0 0.6254 0.5992 X Schedule A, Part II, Line 10 EXPLANATION FOR OTHER INCOME: FUNDRAISING EVENTS GAMING ACTIVITIES Schedule A, Part II, Line 10 Other Income DESCRIPTION - , COLUMN A - 11924.0, COLUMN B - 13247.0, COLUMN C - 22081.0, COLUMN D - 32842.0, COLUMN E - 39390.0, COLUMN F - 119484.0; RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 17556594 1333504 2150861 0 21040959 20649151 1333615 -3695500 730672 17556594 17125503 1333946 2555522 365820 20649151 14888156 1349563 1573947 686163 17125503 13527946 1334306 645052 619148 14888156 0.999 0.001 0.0 false false 58535 58535 10160 10024 136 58671 DEFERRED PLANNED GIFTS 337435 LONG-TERM RECEIVABLE FROM SHARP HEALTHCARE FOUNDATION 5313426 5650861 LONG-TERM LIABILITY TO SHARP HEALTHCARE FOUNDATION 0 0 X 9368481 1367627 8641 38949 1415217 7953264 39413 0 39413 7992677 2631605 8641 38952 47593 2584012 39413 0 39413 2623425 Schedule D, Part V, Line 4 Intended uses of endowment funds Coronado Hospital Foundation holds one board designated endowment fund comprised of unrestricted funds intended to fund some or all of their annual operating expenses. Coronado Hospital Foundation holds one permanent endowment that is restricted for senior health needs. Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote The Foundation is exempt from federal and state income taxes under Section 501 (c)(3) of the Internal Revenue Code and Section 23701(d) of the California Franchise Tax Code. Accordingly, no provision for current or deferred income tax expense is recorded in the financial statements. The Foundation adopted the provisions of FASB ASC Topic 740-10, "Income Taxes" regarding accounting for uncertain tax positions. Management is not aware of any tax positions that are more likely than not to change in the next 12 months, or that would sustain an examination by applicable taxing authorities. The Foundation recognizes accrued penalties and interest associated with uncertain tax positions as part of the statement of activities, when applicable. Management has determined that the Foundation has no uncertain tax positions at September 30, 2023 and therefore no amounts have been accrued. The federal and state income tax returns of the Foundation are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. Schedule D, Part XI, Line 2(d) Other revenues in audited financial statements not in form 990 Direct expenses on Fundraising Events & Gaming - 38949 Schedule D, Part XII, Line 2(d) Other expenses in audited financial statements not in form 990 Direct expenses on Fundraising Events & Gaming - 38949 Rounding - 3 Golf 308359 249720 58639 8277 13585 16112 800 0 0 308359 249720 58639 8277 13585 16112 800 38774 19865 true Sharp Coronado Hospital & Healthcare Center 8695 Spectrum Center SAN DIEGO CA 921231489 950651579 501(c)(3) 2323195 PROGRAM SERVICE SUPPORT 1 0 Schedule I, Part I, Line 2 Procedures for monitoring use of grant funds. THE ORGANIZATION RAISES FUNDS ON BEHALF OF AND PROVIDES ASSISTANCE TO SHARP CORONADO HOSPITAL AND HEALTHCARE CENTER. THE FUNDS RAISED MAY BE RESTRICTED BY THE DONOR FOR A SPECIFIC PURPOSE OR MAY BE UNRESTRICTED. SHARP CORONADO HOSPITAL AND HEALTHCARE CENTER SUBMITS REQUESTS FOR SUPPORT BASED ON THE AVAILABILITY OF THESE SPECIFICALLY DESIGNATED FUNDS. THE ORGANIZATION MAY ALSO UTILIZE UNRESTRICTED FUNDS TO PROVIDE ADDITIONAL SUPPORT. IN THESE INSTANCES, THE HOSPITAL SUBMITS PROPOSALS TO THE ORGANIZATION FOR REVIEW AND CONSIDERATION. THE ORGANIZATION'S MANAGEMENT AND GOVERNING BOARD REVIEW THE PROPOSALS AND DETERMINE WHICH TO FUND. THE HOSPITAL SUBMITS DOCUMENTATION VERIFYING COMPLETION AND PAYMENT OF THE PROJECT AND IS SUBSEQUENTLY REIMBURSED BY THE ORGANIZATION. ADDITIONALLY, THE MANAGEMENT TEAM EVALUATES REQUESTS FOR CONTRIBUTIONS FROM OUTSIDE ORGANIZATIONS TAKING INTO ACCOUNT HOW THEY ALIGN WITH THE ORGANIZATION'S MISSION. false false false false false false false false false William Littlejohn SVP, CEO FOUNDATIONS 509226 0 174210 0 47237 0 0 0 21724 0 752397 0 0 0 Susan Stone DIRECTOR THRU 01/01/2023, SVP HEALTH SYSTEM OPS AND SYSTEM CHIEF NURSING EXEC 583865 0 184772 0 31374 0 11108 0 9995 0 821114 0 0 0 William S Evans DIRECTOR, SVP MARKET CEO AS OF 11/01/2022 827620 0 312163 0 54248 0 0 0 22231 0 1216262 0 0 0 Nora Allen DIRECTOR/CHF DIR DEVELOPMENT 141012 0 25218 0 181 0 8535 0 14061 0 189007 0 0 0 Gregory Apel MD DIRECTOR 7125 0 0 0 0 0 0 0 0 0 7125 0 0 0 Sandra Gross SR DEVELOPMENT OFFICER 114514 0 0 0 3056 0 6365 0 15042 0 138977 0 0 0 Schedule J, Part II #1 Nora Allen is on the Coronado Hospital Foundation board. Nora Allen is a Director and the Director of Development. Her compensation for her role is paid by Sharp HealthCare, an unrelated organization to Coronado Hospital Foundation. Schedule J, Part II #2 SUSAN STONE, WILLIAM EVANS, AND WILLIAM LITTLEJOHN ARE ON THE CORONADO HOSPITAL FOUNDATION BOARD. THEIR COMPENSATION FOR THEIR ROLES IS PAID BY SHARP HEALTHCARE, AN UNRELATED ORGANIZATION TO CORONADO HOSPITAL FOUNDATION. Schedule J, Part II #3 Sandra Gross is a highest compensated employee. Her compensation for her role is paid by Sharp HealthCare, an unrelated organization to Coronado Hospital Foundation. Schedule J, Part II COMPENSATION FROM AN UNRELATED ORGANIZATION OR INDIVIDUAL NAME - WILLIAM LITTLEJOHN, COMPENSATION FROM UNRELATED ORGANIZATION - 752397.000000, NAME OF UNRELATED ORGANIZATION - SHARP HEALTHCARE, TYPE OF COMPENSATION - Schedule J, Part II COMPENSATION FROM AN UNRELATED ORGANIZATION OR INDIVIDUAL NAME - SUSAN STONE, COMPENSATION FROM UNRELATED ORGANIZATION - 821114.000000, NAME OF UNRELATED ORGANIZATION - SHARP HEALTHCARE, TYPE OF COMPENSATION - Schedule J, Part II COMPENSATION FROM AN UNRELATED ORGANIZATION OR INDIVIDUAL NAME - WILLIAM S EVANS, COMPENSATION FROM UNRELATED ORGANIZATION - 1216262.000000, NAME OF UNRELATED ORGANIZATION - SHARP HEALTHCARE, TYPE OF COMPENSATION - Schedule J, Part II COMPENSATION FROM AN UNRELATED ORGANIZATION OR INDIVIDUAL NAME - NORA ALLEN, COMPENSATION FROM UNRELATED ORGANIZATION - 189007.000000, NAME OF UNRELATED ORGANIZATION - SHARP HEALTHCARE, TYPE OF COMPENSATION - Schedule J, Part II COMPENSATION FROM AN UNRELATED ORGANIZATION OR INDIVIDUAL NAME - GREGORY APEL, MD, COMPENSATION FROM UNRELATED ORGANIZATION - 7125.000000, NAME OF UNRELATED ORGANIZATION - SHARP CORONADO HOSPITAL & HEALTHCARE CENTER, TYPE OF COMPENSATION - Schedule J, Part II COMPENSATION FROM AN UNRELATED ORGANIZATION OR INDIVIDUAL NAME - SANDRA GROSS, COMPENSATION FROM UNRELATED ORGANIZATION - 138977.000000, NAME OF UNRELATED ORGANIZATION - SHARP HEALTHCARE, TYPE OF COMPENSATION - X 6993 Market value X 3 23692 Market value X Gift Certificate 1 150 Market value 0 false true false Schedule M, Part I PART 1, COLUMN B THE NUMBER OF CONTRIBUTIONS IS BASED ON THE NUMBER OF DONATED GIFTS OR GIFT PACKAGES. Schedule M, Part I Explanations of reporting method for number of contributions Other - Gift Certificate Contribution Form 990, Part III, Line 1 Organization's Mission The corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. The specific purposes of the corporation are to (i) raise money, solicit donations, and disburse the principal and income therefrom at reasonable, regular intervals for the benefit of the Sharp Coronado Hospital and Healthcare Center, a California nonprofit public benefit corporation which is tax-exempt within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Hospital"); (ii) to hold title or a master leasehold interest in the real property (including the buildings) located at 250 Prospect Place, Coronado, California 92118 and used for hospital and related purposes (the real property and buildings are collectively referred to as "Facilities"); (iii) to lease the Facilities to Hospital, which will operate the Facilities for the benefit of the communities served by Hospital; (iv) and to pursue any and all charitable activities related to the foregoing specific purposes. Form 990, Part V, Line 2a PRIOR TO 1/1/2022 CORONADO HOSPITAL FOUNDATION EMPLOYEES' SALARIES AND WAGES WERE PAID UNDER SHARP CORONADO HOSPITAL AND HEALTHCARE CENTER'S TAX ID NUMBER (EIN 95-0651579), AND AS SUCH WERE ALSO REPORTED ON SHARP CORONADO HOSPITAL AND HEALTHCARE CENTER'S FORM 990. STARTING WITH 1/1/2022 CORONADO HOSPITAL FOUNDATION EMPLOYEES' SALARIES AND WAGES ARE PAID UNDER SHARP HEALTHCARE'S TAX ID NUMBER (EIN 95-6077327), AND AS SUCH ARE ALSO REPORTED ON SHARP HEALTHCARE'S FORM 990. Form 990, Part VI, Line 13 PART VI, LINE 13 CORONADO HOSPITAL FOUNDATION ("CHF") IS OPERATED UNDER A MANAGEMENT AGREEMENT WITH SHARP HEALTHCARE FOUNDATION (FEIN 95-3492461). PER THE MANAGEMENT AGREEMENT, SHARP HEALTHCARE FOUNDATION IS TASKED WITH MANAGING THE DAY TO DAY OPERATIONS OF CHF INCLUDING THE ADMINISTRATION OF ALL POLICIES AND PROCEDURES. IN THE EVENT THE CHF DOES NOT HAVE A SPECIFIC POLICY THAT HAS BEEN ADOPTED BY CHF'S GOVERNING BODY, SHARP HEALTHCARE FOUNDATION ADMINISTERS THE POLICY UNDER WHICH IT IS GOVERNED. SHARP HEALTHCARE FOUNDATION HAS A WRITTEN WHISTLEBLOWER POLICY WHICH HAS BEEN REVIEWED AND APPROVED BY THE SHARP HEALTHCARE FOUNDATION GOVERNING BOARD. THE SHARP HEALTHCARE FOUNDATION WRITTEN WHISTLEBLOWER POLICY HAS BEEN IMPLEMENTED BY CHF. Form 990, Part VI, Line 14 PART VI, LINE 14 CORONADO HOSPITAL FOUNDATION ("CHF") IS OPERATED UNDER A MANAGEMENT AGREEMENT WITH SHARP HEALTHCARE FOUNDATION (FEIN 95-3492461). PER THE MANAGEMENT AGREEMENT, SHARP HEALTHCARE FOUNDATION IS TASKED WITH MANAGING THE DAY TO DAY OPERATIONS OF CHF INCLUDING THE ADMINISTRATION OF ALL POLICIES AND PROCEDURES. IN THE EVENT THE CHF DOES NOT HAVE A SPECIFIC POLICY THAT HAS BEEN ADOPTED BY CHF'S GOVERNING BODY, SHARP HEALTHCARE FOUNDATION ADMINISTERS THE POLICY UNDER WHICH IT IS GOVERNED. SHARP HEALTHCARE FOUNDATION HAS A WRITTEN DOCUMENT RETENTION AND DESTRUCTION POLICY WHICH HAS BEEN REVIEWED AND APPROVED BY THE SHARP HEALTHCARE FOUNDATION GOVERNING BOARD. THE SHARP HEALTHCARE FOUNDATION WRITTEN DOCUMENT RETENTION AND DESTRUCTION POLICY HAS BEEN IMPLEMENTED BY CHF. Form 990, Part VI, Line 15 PART VI, LINE 15 THE TOP MANAGEMENT OFFICIAL OF CORONADO HOSPITAL FOUNDATION IS WILLIAM S. LITTLEJOHN, SVP/CEO FOUNDATION FOR SHARP HEALTHCARE. SHARP HEALTHCARE FOUNDATION MANAGES CORONADO HOSPITAL FOUNDATION UNDER A MANAGEMENT SERVICES AGREEMENT EXECUTED IN EARLY FISCAL 2010. AS SUCH, THE TOP MANAGEMENT OFFICIAL OF CORONADO HOSPITAL FOUNDATION IS NOT COMPENSATED BY THE ORGANIZATION. Form 990, Part VI, Line 3 Delegation of management duties CORONADO HOSPITAL FOUNDATION IS OPERATED UNDER A MANAGEMENT AGREEMENT WITH SHARP HEALTHCARE FOUNDATION. PER THE MANAGEMENT AGREEMENT, SHARP HEALTHCARE FOUNDATION IS TASKED WITH MANAGING THE DAY TO DAY OPERATIONS OF CORONADO HOSPITAL FOUNDATION. Form 990, Part VI, Line 6 Classes of members or stockholders CORONADO HOSPITAL FOUNDATION MEMBERSHIP IS COMPRISED OF ANYONE WHO CONTRIBUTES $1000 OR MORE DURING THE FOUNDATION'S FISCAL YEAR. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body MEMBERS OF CORONADO HOSPITAL FOUNDATION VOTE EACH YEAR TO SEAT THE CORONADO HOSPITAL FOUNDATION GOVERNING BOARD. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders AS OUTLINED IN THE CORONADO HOSPITAL FOUNDATION BYLAWS, DECISIONS SUCH AS CHANGES TO THE BY-LAWS REGARDING BOARD MEMBERS (I.E. CHANGING THE NUMBER OF DIRECTORS ON THE GOVERNING BOARD) REQUIRE APPROVAL OF CORONADO HOSPITAL FOUNDATION MEMBERS. Form 990, Part VI, Line 11b Review of form 990 by governing body THE FINAL FORM 990 IS SENT FOR REVIEW AND COMMENT TO ALL MEMBERS OF THE GOVERNING BODY. THE REVIEW PROCESS INCLUDES MULTIPLE LEVELS OF REVIEW INCLUDING KEY CORPORATE AND ENTITY FINANCE DEPARTMENT PERSONNEL COMPRISED OF THE ACCOUNTING MANAGER, VICE PRESIDENT OF FINANCE, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, AND ENTITY CHIEF FINANCIAL OFFICER. ADDITIONALLY, THE ORGANIZATION CONTRACTS WITH ERNST & YOUNG, AND AN INDEPENDENT ACCOUNTING FIRM, FOR REVIEW OF THE FORM 990. Form 990, Part VI, Line 12c Conflict of interest policy THE CONFLICT OF INTEREST POLICY IS DISTRIBUTED ANNUALLY TO THE ORGANIZATION'S DIRECTORS, PRINCIPAL OFFICER, AND MEMBERS OF COMMITTEES WITH BOARD DELEGATED POWERS. THE ORGANIZATION'S ADMINISTRATIVE STAFF CONFIRMS THAT ALL ANNUAL DISCLOSURES ARE COMPLETED AND RETURNED. INDIVIDUALS WHO FIND THEY MAY HAVE A CONFLICT OF INTEREST DUE TO A FINANCIAL INTEREST OR WHO MAY NOT OTHERWISE MEET THE REQUIREMENTS OF THE POLICY, SHALL IMMEDIATELY MAKE FULL WRITTEN DISCLOSURE OF THE NATURE AND DETAILS OF THE POTENTIAL CONFLICT TO THE OFFICERS, DIRECTORS AND MEMBERS OF COMMITTEES WITH BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER DISCLOSURE TO THE BOARD OR COMMITTEE, OF THE FINANCIAL INTEREST AND AFTER DISCUSSION WITH THE BOARD OR COMMITTEE, THE INTERESTED PERSON SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON BY THE REMAINING BOARD OR COMMITTEE MEMBERS. THE INTERESTED PERSON SHALL TAKE ALL NECESSARY ACTIONS TO ELIMINATE THE POTENTIAL CONFLICT OR OBTAIN A WRITTEN ACKNOWLEDGMENT OF THE CONFLICT FROM THE BOARD. ANY TRANSACTION OR ARRANGEMENT IN WHICH AN INDIVIDUAL HAS A MATERIAL INTEREST MAY ONLY BE MADE BY MAJORITY VOTE OF THE DISINTERESTED PARTICIPANTS WHEREBY: (I) THE TRANSACTION OR ARRANGEMENT IS IN THE CORPORATION'S BEST INTEREST AND FOR ITS OWN BENEFIT; (II) THE TRANSACTION IS FAIR AND REASONABLE TO THE CORPORATION AT THE TIME THE CORPORATION ENTERED INTO THE TRANSACTION; AND (III) PRIOR TO CONSUMMATING THE TRANSACTION OR ANY PART OF THEREOF, THE BOARD AUTHORIZED OR APPROVED THE TRANSACTION IN GOOD FAITH BY A VOTE OF A MAJORITY OF THE DIRECTORS THEN IN OFFICE WITHOUT COUNTING THE VOTE OF THE INTERESTED PERSON(S), AND WITH KNOWLEDGE OF THE MATERIAL FACTS CONCERNING THE TRANSACTION AND THE DIRECTOR'S INTEREST IN THE TRANSACTION, (IV) PRIOR TO APPROVAL, THE BOARD DETERMINES, IN GOOD FAITH AND AFTER REASONABLE INVESTIGATION, THAT THE CORPORATION COULD NOT HAVE OBTAINED A MORE ADVANTAGEOUS ARRANGEMENT WITH REASONABLE EFFORT UNDER THE CIRCUMSTANCES. ANY TRANSACTION BETWEEN THE CORPORATION AND ANOTHER ENTITY WITH A COMMON DIRECTOR SHALL BE MADE ONLY WHERE: (I) THE BOARD KNEW THE MATERIAL FACTS OF THE TRANSACTION AND OF THE COMMON DIRECTORSHIP; (II) THE BOARD, IN GOOD FAITH, APPROVED THE TRANSACTION WITHOUT THE VOTE OF THE COMMON DIRECTOR; AND (III) THE TRANSACTION IS JUST AND REASONABLE AS TO THE CORPORATION AT THE TIME THE BOARD APPROVED IT. IF APPROPRIATE, THE CHAIRPERSON OF THE BOARD OR COMMITTEE MAY APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT AND EXERCISE DUE DILIGENCE TO 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 OF INTEREST. THE DISCLOSURES REQUIRED BY THIS POLICY SHALL BE MADE A MATTER OF RECORD IN THE MINUTES OF THE BOARD AND ALL COMMITTEES WITH BOARD DELEGATED POWERS AND SHALL CONTAIN: A. THE NAMES OF THE PERSONS WHO DISCLOSED A FINANCIAL INTEREST IN CONNECTION WITH AN ACTUAL OR POTENTIAL 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; B. THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION THEREWITH. A VOTING MEMBER OF ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY FROM THE CORPORATION FOR SERVICES, SHALL BE PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBER'S COMPENSATION. PHYSICIANS WHO RECEIVE COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE CORPORATION, WHETHER AS EMPLOYEES OR INDEPENDENT CONTRACTORS, SHALL BE PRECLUDED FROM MEMBERSHIP ON ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS. NO PHYSICIAN SHALL BE PROHIBITED FROM PROVIDING INFORMATION TO ANY COMMITTEE REGARDING PHYSICIAN COMPENSATION. PARTICIPANTS WHO FAIL TO DISCLOSE CONFLICTS OF INTEREST AS REQUIRED UNDER THIS POLICY OR WHO FAIL TO ELIMINATE SUCH CONFLICTS OR TO OBTAIN THE WAIVER OR APPROVAL THEREOF BY THE CORPORATION SHALL BE AFFORDED AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF THE CORPORATION DETERMINES THAT THE PARTICIPANT HAS IN FACT FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, PARTICIPANT SHALL BE SUBJECT TO DISCIPLINARY ACTION, INCLUDING TERMINATION OR REMOVAL FROM OFFICE. IF THE BOARD OR A 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. IF AFTER HEARING THE RESPONSE OF THE MEMBER AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED BY 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 DISCIPLINARY AND CORRECTIVE ACTION INCLUDING DISMISSAL. Form 990, Part VI, Line 19 Required documents available to the public POLICIES AND PROCEDURES ARE CONSIDERED PROPRIETARY INFORMATION. FINANCIAL STATEMENTS, INCLUDING FORM 990, ARE AVAILABLE UPON REQUEST. OTHER GOVERNING DOCUMENTS, SUCH AS BYLAWS AND ARTICLES OF INCORPORATION, ARE AVAILABLE UPON REQUEST.