IRS 990 Nonprofit Profile

Somerville Hospital

Until its merger with and into its sister entity whidden memorial hospital, inc. (see part iv, line 31 disclosure below), somerville hospital was a wholly-owned subsidiary of the cambridge public health commission d/b/a cambridge health alliance ("cha"), a public health system created by and existing pursuant to special act of the massachusetts legislature. the organization provided management and support personnel to and held real estate for its parent, cha, in furtherance of cha's mission. cha was and is the legal entity that is licensed to operate healthcare facilities and provide health related services to the communities it serves. part i, lines 3 & 4 and part vi, lines 1a & 1b: somerville hospital does not have any independent board members since all of the board members were compensated by a related organization and appointed by cambridge public health commission d/b/a cambridge health alliance ("cha"). cha is a public instrumentality created by and existing pursuant to special act of the massachusetts legislature and was the sole corporate member of the organization. part iii, line 3: effective january 1, 2020, somerville hospital (the "organization") merged with and into whidden memorial hospital, inc. ("wmhi") with wmhi as the surviving corporation. wmhi was and is a wholly-owned subsidiary of cambridge public health commission d/b/a cambridge health alliance ("cha") and a supporting organization of cha, providing management and support personnel to and holding real estate for its parent, cha, in furtherance of cha's mission. wmhi and the organization served mirror functions in support of cha, each providing personnel to and holding real estate for cha. upon the merger of the organization with and into wmhi, wmhi as the surviving corporation changed its name to cha general services, inc. on the january 1, 2020 effective date of the merger, by operation of law all assets and employees of the organization became assets and employees of cha general services, inc. as the successor to the organization, cha general services, inc. continues to carry on the organization charitable purpose. cha general services, inc. continues to be a wholly-owned subsidiary and supporting organization of cha. cha general services, inc. employs the personnel previously separately employed by the organization and wmhi and provides such personnel to cha. cha general services, inc. holds the real estate previously separately held by the organization and wmhi and holds this real estate for cha. part iii, line 4a: until its merger with and into its sister entity whidden memorial hospital, inc., somerville hospital (the "organization") was a wholly-owned subsidiary of the cambridge public health commission d/b/a cambridge health alliance ("cha"). the organization is a supporting organization of cha. cha's mission is to improve the health of the communities its serves. cha operates (a) two hospital campuses and (b) a network of ambulatory care clinics in the massachusetts communities of cambridge, somerville, malden, revere, and everett. cha also provides public health services and programs in its service area. cha qualifies as a disproportionate share hospital under medicare and medicaid, and the majority of its patients are uninsured or under-insured. part vi, line 1b: somerville hospital did not have any independent members. however cambridge public health commission d/b/a cambridge health alliance has individuals on its board of trustees who are independent. part vi, line 2: all officers, directors, trustees, and key employees were also employees of cambridge public health commission or its other wholly-owned subsidiaries, and therefore had a business relationship. part vi, line 6: cambridge public health commission d/b/a cambridge health alliance was the sole corporate member of somerville hospital. part vi, line 7a: cambridge public health commission d/b/a cambridge health alliance had the right to appoint, and did appoint, all members of the somerville hospital board of directors. part vi, line 7b: as set forth in the bylaws of somerville hospital (the "organization"), certain actions of the organization's board of directors were required to be approved by cambridge public health commission d/b/a cambridge health alliance ("cha"), the organization's sole corporate member. these actions requiring cha approval included adoption of the organization's budget, any merger, consolidation, joint venture, or affiliation; any capital transaction or incurrence of debt greater than $500,000; amendments to the organization's bylaws or articles of organization; the sale or other disposition of or mortgage or grant of a security interest in all or substantially all of the organization's assets; and dissolution or liquidation of the organization. cha had authority to approve or deny any such decision made by the organization's board of directors. items could be recommended to the board of cha or its committees for review and approval. part vi, line 11: somerville hospital's form 990 was prepared with the assistance of its outside tax accountants and paid preparer (ernest & young llp). somerville hospital's internal management and cambridge public health commission d/b/a cambridge health alliance ("cha") employees reviewed the form 990 and provided comments and changes. once the return was updated, the form 990 was presented for review to each voting members of the cha finance committee. ernst & young llp then finalized the form 990 based on the review and feedback of the cha finance committee. copies of the completed form 990 were distributed in electronic or paper form to members of the somerville hospital governing body prior to filing with the irs. part iv, line 12c: the organization had a conflict of interest policy for its directors and one for its officers and key employees. the organization regularly and consistently monitored and enforced compliance with these conflict of interest policies by annually surveying each of its directors, officers, and key employees. officers, directors, and key employees are also given a copy of the applicable conflict of interest policy along with the annual survey and are reminded of their obligation to promptly report any new potential conflicts that arise. the compliance officer reviews the responses. if a conflict of interest is determined, the applicable individual is precluded from participating in deliberation on or decision making regarding the topic giving rise to the conflict. each conflict policy contains disciplinary provisions to address violations of the policy. part vi, line 14: the organization has an active document retention and destruction policy approved by management. this policy had not been approved by the board or a committee of the board as of december 2019. part vi, line 15a: the compensation committee of the board of trustees of the organization's sole member, cambridge public health commission d/b/a cambridge health alliance ("cha"), was the authorized body for reviewing the compensation of the cha ceo. the committee is composed of independent persons. the cha ceo served as the president of the organization. the committee relied upon comparability data obtained by an independent consultant when approving the ceo's 2019 compensation, discussed its finding with the cha board of trustees, and documented its decision in the board minutes. part vi, line 15b: the compensation committee of the board of cambridge public health commission d/b/a cambridge health alliance ("cha") was and is the "authorized body" for reviewing compensation of all officers of cha and its subsidiaries, including somerville hospital (the "organization"). the compensation committee also reviews the compensation of clinical department chiefs and those key employees of cha and its subsidiaries (including the organization) who are "disqualified persons" under section 4958 of the internal revenue code. the compensation committee consists of independent members and reviews and recommends compensation based on market data and benchmarks provided by independent consultants. part vi, line 19: the governing documents, conflict of interest, and financial statements are made available to the public either by mail or in person at the organization's office, depending on the form of request.

Filing year

2019

Total revenue

$117.6M

Total expenses

$117.6M

Program expenses

$99.3M

Administration

$18.3M

Fundraising

$0

Program share of expenses

84%

EIN

42103852

Location

Malden, MA