2024-05-15T14:02:40-05:00 2023-06-30 FORVIS LLP 910 E ST LOUIS 200/PO BOX 1190 SPRINGFIELD MO 658062523 990 2022-07-01 251490887 CONNEAUT VALLEY HEALTH CENTER INC % RENATO SUNTAY CONN 8143335000 1034 GROVE STREET MEADVILLE PA 16335 RENATO SUNTAY CFO 8143335000 2024-03-15 true RENATO SUNTAY 999009999 Brian D Todd P00422601 4178658701 3 2022 2023-04-26 12:10:37Z GABRIELLE PIERCE 751 LIBERTY STREET MEADVILLE PA 16335 0 false X WWW.MMCHS.ORG X 1985 PA DURING FISCAL YEAR 2017, CVHC TRANSFERRED ITS ACTIVITIES TO RELATED ORGANIZATION, MEADVILLE MEDICAL CENTER. 7 7 0 7 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 TO PROVIDE QUALITY HEALTH AND HUMAN SERVICES IN RESPONSE TO IDENTIFIED NEEDS IN OUR SERVICE AREA AND TO PROVIDE FOR THE BASIC HEALTH AND HUMAN SERVICE NEEDS OF ALL PERSONS, REGARDLESS OF ABILITY TO PAY. false false 0 0 NONE 0 true false false false false false false false false false false false false false false false false true false false false false false false false false false false false true false false false false false false false false false false false false false true false false false true 0 0 0 false false false false false false false false false false false false X 7 7 false false false false true true true true true false false true true true true true true false false false X RENATO SUNTAY 8143335000 751 LIBERTY STREET MEADVILLE PA 16335 X RENATO SUNTAY CFO 0.0 43.0 X 0 448822 89396 GABRIELLE PIERCE CEO 0.0 41.0 X 0 302878 21417 CLARK HOFFMAN CHAIR 1.0 1.0 X X 0 0 0 RANDY GORSKE VICE CHAIR 1.0 0.0 X X 0 0 0 DIANE CRAVEN DIRECTOR 1.0 0.0 X 0 0 0 GINA MCCAULEY SECRETARY/TREASURER 1.0 0.0 X X 0 0 0 ALLEN CLARK DIRECTOR 1.0 0.0 X 0 0 0 DOROTHY LUCKOCK DIRECTOR 1.0 0.0 X 0 0 0 WANDA MIHOCI DIRECTOR 1.0 0.0 X 0 0 0 0 751700 110813 0 false true false 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 0 0 0 0 0 0 0 0 0 X X false true X true false X false true false false false false false false false RENATO SUNTAY CFO 0 444582 0 0 0 4240 0 62283 0 27113 0 538218 0 0 GABRIELLE PIERCE CEO 0 302626 0 0 0 252 0 16240 0 5177 0 324295 0 0 SCHEDULE J, PART I, LINE 3 COMPENSATION DETERMINATION: MEADVILLE MEDICAL CENTER, A RELATED ORGANIZATION, USES A COMPENSATION COMMITTEE, WRITTEN EMPLOYMENT CONTRACT, INDEPENDENT COMPENSATION CONSULTANT, COMPENSATION SURVEY OR STUDY, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE TO ESTABLISH THE COMPENSATION OF THE ORGANIZATION'S CEO. SCHEDULE J, PART I, LINE 4B SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN: THE FOLLOWING SCHEDULED 457(F) CONTRIBUTIONS WERE MADE ON BEHALF OF MEADVILLE MEDICAL CENTER EMPLOYEES: $43,983 RENATO SUNTAY FORM 990, PART VI, LINE 1A DELEGATION OF BOARD AUTHORITY: CVHC'S BOARD IS NOW AN ADVISORY BOARD UNDER MMC AS THE RHC'S ARE NOW UNDER MMC'S EIN. FORM 990, PART VI, SECTION A, LINES 6, 7A, & 7B MEMBERS: THE ORGANIZATION'S PARENT ORGANIZATIONS, MEADVILLE MEDICAL CENTER (MMC) AND COMMUNITY HEALTH SERVICES (CHS) ARE THE ORGANIZATION'S MEMBERS. MMC SHALL HAVE THE POWER TO NOMINATE AND ELECT ALL OFFICERS AND DIRECTORS, REMOVE AT ANY TIME, WITH OR WITHOUT CAUSE, ANY AND/OR ALL SUCH OFFICERS AND DIRECTORS OF THE ORGANIZATION, AND APPROVE OR DISAPPROVE ANY CHANGE IN THE NUMBER OF DIRECTORS. THE PRESIDENT OF MMC SHALL HAVE THE EXCLUSIVE AUTHORITY TO APPOINT, SUPERVISE, AND, WITH THE CONCURRENCE OF MMC BOARD OR EXECUTIVE COMMITTEE, REMOVE THE CHIEF EXECUTIVE OFFICER OF THE ORGANIZATION. CHS SHALL HAVE THE POWER TO TAKE THE FOLLOWING ACTIONS FROM TIME TO TIME WITH RESPECT TO CVHC: (I) APPROVE OR DISAPPROVE ALL OPERATING AND CAPITAL BUDGETS AND AMENDMENTS THERETO; (II) APPROVE OR DISAPPROVE ALL AFFILIATIONS, MERGERS, AND OTHER TRANSACTIONS NOT IN THE ORDINARY COURSE OF BUSINESS AND ALL EXPENDITURES IN EXCESS OF THRESHOLDS DETERMINED BY RESOLUTION OF THE BOARD OF DIRECTORS OF CHS; (III) APPROVE OR DISAPPROVE ALL AMENDMENTS TO ARTICLES OF INCORPORATION AND/OR BYLAWS; (IV) DIRECT THE CORPORATION TO MAKE CHANGES IN ITS ARTICLES OF INCORPORATION AND/OR BYLAWS AND IN THE ABSENCE OF SUCH ACTION BY THE CORPORATION, AMEND THE CORPORATION'S ARTICLES OF INCORPORATION AND/OR BYLAWS ON ITS OWN MOTION; (V) APPROVE OR DISAPPROVE ALL LONG RANGE PLANS; (VI) APPROVE OR DISAPPROVE ALL INDEBTEDNESS (I) WHICH INDIVIDUALLY EXCEEDS AN AMOUNT ESTABLISHED BY THE CHS OR (II) IF SUCH INDIVIDUAL INDEBTEDNESS IS LESS THAN SAID AMOUNT, SUCH INDEBTEDNESS WHICH, WHEN ADDED TO THE AGGREGATE UNPAID BALANCE OF ALL OF THE CORPORATION'S OUTSTANDING INDEBTEDNESS (EXCLUSIVE OF MORTGAGED REAL ESTATE), CAUSES THE CORPORATION'S AGGREGATE INDEBTEDNESS TO EXCEED AN AMOUNT ESTABLISHED BY CHS FROM TIME TO TIME; AND EXERCISE WHATEVER OTHER POWERS OR PERFORM SUCH OTHER TASKS AS ARE RESERVED TO OR REQUIRED OF THE CHS BY VIRTUE OF ANY OTHER PROVISIONS OF THE BYLAWS OR CHS'S OR BY BOARD RESOLUTIONS ENACTED BY CVHC OR CHS FROM TIME TO TIME. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW PROCESS: THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM BASED ON THE AUDITED FINANCIAL STATEMENTS AND INFORMATION PROVIDED BY THE ACCOUNTING DEPARTMENT OF THE ORGANIZATION. THE 990 IS INITIALLY INTERNALLY REVIEWED IN-DEPTH BY THE CFO AND CONTROLLER OF MEADVILLE MEDICAL CENTER. AFTER THIS REVIEW, IT IS PRESENTED BY THE CFO AND CONTROLLER TO THE ADVISORY BOARD OF DIRECTORS AT THE MONTHLY ADVISORY MEETING, PROVIDING OPPORTUNITIES FOR QUESTIONS, COMMENTS, OR CHANGES BEFORE THE FINAL FORM 990 IS FILED. FORM 990, PART VI, SECTION B, LINE 12C MONITORING COMPLIANCE WITH CONFLICT OF INTEREST POLICY: THE ORGANIZATION HAS AN ANNUAL CONFLICT OF INTEREST DISCLOSURE STATEMENT. ANY ACTUAL OR POTENTIAL CONFLICTS ARE EVALUATED AND DEEMED TO EITHER MAKE THE INTERESTED PERSON DISQUALIFIED OR INELIGIBLE TO SERVE. THROUGHOUT THE YEAR, EACH AFFECTED PERSON IS ALSO OBLIGATED TO FILE A SUPPLEMENTARY DISCLOSURE STATEMENT IF THERE IS A CHANGE IN CIRCUMSTANCES WHICH COULD CREATE CONFLICT. DETERMINATION OF ACTUAL CONFLICT WILL BE CONDUCTED BY THE BOARD OF DIRECTORS. ANY DIRECTOR, OFFICER OR DISQUALIFIED PERSON WHO IS DEEMED BY THE BOARD TO BE DISQUALIFIED BECAUSE OF AN ACTUAL OR APPARENT CONFLICT OF INTEREST ON ANY MATTER (I) SHALL NOT VOTE OR USE HIS OR HER PERSONAL INFLUENCE ON THE MATTER, (II) SHALL ABSTAIN FROM VOTING (ALTHOUGH UPON INVITATION OF THE CHAIRMAN, HE OR SHE MAY PARTICIPATE IN BOARD DISCUSSIONS) AND (III) SHALL NOT BE COUNTED IN DETERMINING THE QUORUM FOR THE MEETING, EVEN WHEN PERMITTED BY LAW. THE MINUTES OF THE MEETING SHALL REFLECT THAT A DISCLOSURE WAS MADE, THE ABSTENTION FROM VOTING, AND THE EFFECT ON THE QUORUM. AN INDIVIDUAL WHO HAS A RELATIONSHIP WITH AN ENTITY THAT IN THE BOARD'S VIEW MAKES IT DIFFICULT OR IMPOSSIBLE FOR THAT INDIVIDUAL OR ANY OF THE REMAINING DIRECTORS TO DISCHARGE HIS OR HER RESPONSIBILITIES MAY BE DECLARED INELIGIBLE TO SERVE AND SHALL EITHER RESIGN OR MAY BE REMOVED BY A MAJORITY VOTE OF ALL REMAINING DIRECTORS IN OFFICE. FORM 990, PART VI, SECTION B, LINE 15A & 15B COMPENSATION DETERMINATION: THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF MEADVILLE MEDICAL CENTER (MMC), WHICH IS COMPRISED OF INDEPENDENT BOARD MEMBERS DETERMINED TO BE FREE OF ANY CONFLICT OF INTEREST, IS CHARGED WITH DETERMINING EXECUTIVE COMPENSATION AND ESTABLISHING PERFORMANCE CRITERIA ACCORDING TO AN APPROVED COMPENSATION PHILOSOPHY. THE COMMITTEE WORKS WITH AN INDEPENDENT EXECUTIVE COMPENSATION CONSULTING AND ADVISORY FIRM, MERCER, THAT PROVIDES MARKET SURVEY DATA CONCERNING COMPENSATION AND BENEFIT LEVELS FOR FUNCTIONALLY COMPARABLE HEALTHCARE EXECUTIVES IN SIMILAR HOSPITALS ACROSS THE REGION AND THE NATION BASED ON SEVERAL FACTORS INCLUDING SIZE, GEOGRAPHY, HOSPITAL TYPE AND COMPLEXITY. THE COMMITTEE REVIEWS AND APPROVES THE COMPENSATION OF THE SENIOR EXECUTIVES AND ENSURES THAT ALL FORMS OF EXECUTIVE COMPENSATION ARE REASONABLE, APPROPRIATE AND CONSISTENT WITH ITS COMPENSATION PHILOSOPHY. THE COMMITTEE CONTEMPORANEOUSLY DOCUMENTS ITS DECISIONS IN MEETING MINUTES AND REPORTS ITS DECISIONS TO THE FULL BOARD OF DIRECTORS. THE MOST RECENT COMPENSATION REVIEW WAS COMPLETED IN JUNE OF 2023. MEADVILLE MEDICAL CENTER (MMC) ALSO HAS A PHYSICIAN COMPENSATION COMMITTEE THAT REVIEWS PHYSICIAN'S COMPENSATION WHEN THE CONTRACT COMES DUE. THE COMMITTEE REVIEWS THE COMPENSATION IN COMPARISON WITH MGMA DATA. DATA. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENT AVAILABILITY: UPON REQUEST, PHOTOCOPIES OF GOVERNING DOCUMENTS, THE CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE FOR PICKUP BY THE REQUESTING PERSON. FORM 990, PART VII, SECTION A CEO COMPENSATION: GABRIELLE PIERCE IS THE CEO OF RELATED ORGANIZATIONS MEADVILLE PHYSICIAN SERVICES AND FRENCH CREEK INTERNAL MEDICINE. SHE DID NOT SPEND ANY EXTRA TIME PERFORMING THE CEO DUTIES OF CONNEAUT VALLEY HEALTH CENTER (CVHC). DUE TO THIS, HER COMPENSATION IS ALLOCATED TO MPS AND FCIM AND IS REPORTED ON PART VII, SECTION A, COLUMNS (E) AND (F) AS BEING FROM RELATED ORGANIZATIONS. FORM 990, PART XII, LINE 1 ACCOUNTING METHOD USED TO PREPARE THE FORM 990: IN FISCAL YEAR 2017, CVHC TRANSFERRED ITS ACTIVITIES TO RELATED ORGANIZATION, MEADVILLE MEDICAL CENTER. AS A RESULT, NO FINANCIAL ACTIVITY OCCURRED IN FISCAL YEAR 2023 FOR CVHC. NEITHER THE CASH NOR THE ACCRUAL METHOD OF ACCOUNTING WAS USED AS NO FINANCIALS WERE PREPARED. 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