Congress and the Internal Revenue Service (IRS) are taking a close look at the Internal Revenue Code (IRC) as it applies to Catholic institutions' activities. Although most Catholic institutions' exempt status is secured by reserved power organizational characteristics, it would behoove healthcare leaders to become familiar with the tax system and the IRS operation and, if necessary, make appropriate accommodations. They should understand what triggers an IRS audit and the audit process itself. The IRS subjects exempt institutions to organizational and operational tests. It deems that a healthcare entity is organized exclusively for an exempt (and charitable) purpose when that entity's articles of incorporation: 1. Limit the organization's purposes to charitable purposes. 2. Limit the organizations's activities to those which further its exempt purposes only, with other purposes furthered in only an insubstantial way. 3. Limit activities to those specified in IRC Section 501(c)(3). 4. Limit distribution of the organization's assets on dissolution to another organization with a like or similar exempt purpose. 5. Limit legislative and bar political activities Although most Catholic healthcare entities are "tax managed" conservatively, from an operational perspective, they often enter into transactions that the IRS considers "red flags." Some of these "red flag" transactions involve: Joint venture operations. Physician recruitment and physician handling plans. Rental/lease arrangements. Defined compensation plans. Hospital productivity plans. Profit-sharing plans. Contingent compensation arrangements. Acquisition, mergers, and divestitures. Taxable subsidiaries and unrelated business income.