Saint Josephs Manor

“MaineHealth (EIN #01-0238552) is the organization's sole member.”

“Elected Trustees shall be elected annually by the MaineHealth Board of Trustees, acting as the sole corporate member.”

“The exercise of the following powers by the Board of Trustees of the Corporation shall be subject to the approval of the corporate member and additionally the corporate member's sole corporate member, MaineHealth Services: 1. adoption of the annual capital and operating budgets, including modifications thereof; 2. approval of any business, marketing and strategic plans, including modifications thereof; 3. authorization for debt incurred, assumed, or guaranteed by the Corporation in excess of $1,000,000, other than as provided for in annual capital and operating budgets; 4. authorization for any acquisition, disposition, organization or investment by the Corporation in any other corporation, partnership, limited liability company or joint venture; 5. authorization for any sale, assignment, transfer, mortgage or encumbrance of any properties or assets of the Corporation having an aggregate value in excess of $1,000,000, including capitalized leases exceeding $1,000,000 in debt obligation; 6. authorization for any merger or consolidation involving the Corporation as a constituent entity or any sale or other disposition of substantially all of the assets of the Corporation; 7. authorization for the institution of any bankruptcy, insolvency or reorganization proceedings; 8. authorization for the capital investment in an individual, entity or project in the form of cash or either tangible or intangible property in excess of $1,000,000; 9. adoption of any amendments and modifications to the Articles of Incorporation of the Corporation. The approval of the corporate member but not MaineHealth Services shall be required for the exercise of the following powers by the Board of Trustees of the Corporation: 1. authorization for debt incurred, assumed, or guaranteed by the Corporation in excess of $100,000 (but not exceeding $1,000,000), other than as provided for in annual capital and operating budgets; 2. authorization for any sale, assignment, transfer, mortgage or encumbrance of any properties or assets of the Corporation having an aggregate value in excess of $100,000 (but not exceeding $1,000,000), including capitalized leases exceeding $100,000 in debt obligation; 3. authorization for the capital investment in an individual, entity or project in the form of cash or either tangible or intangible property in excess of $100,000 (but not exceeding $1,000,000); 4. authorization for developing, implementing, or terminating programs and services other than those included within any approved strategic or financial plan; 5. selection of the individual serving as Administrator; 6. adoption of the Corporation's Bylaws and any amendments and modifications to the Corporation's Bylaws; 7. authorization for the commencement of litigation other than routine collection actions; and 8. initial entry into or renewal of any management services agreement.”

“The 990 was reviewed by the Board Treasurer and made available to the full Board prior to filing.”

“The Organization has adopted a policy which sets forth the Organization's conflict of interest policy and processes. Annually, all those serving the Organization in a fiduciary capacity, including directors, officers and key employees receive a copy of the policy and annual disclosure statement to be completed. Disclosures of financial interest or other reportable circumstances as defined in the policy are submitted and reviewed by the Organization's CEO and board's chair. Summary information is reported to the entire board and available to the board throughout the year which may rise to the level of an actual or apparent conflict. The determination of whether a disclosed financial or other interest constitutes a conflict of interest is made by the board or an appropriate committee thereof compromised of disinterested persons and without the participation of the affected individual except to respond to questions about the disclosure. The policy further addresses the procedure for the board's further consideration of the proposed transaction/matter without the participation of the affected person and the documentation of the proceedings. Lastly, the policy addresses potential disciplinary action for the violations of the policy.”

“The Organization has adopted a process for determining compensation. The board has an independent committee review and approve all elements of remuneration for key management. The board/committee has an established compensation philosophy statement which details the objectives of market positioning and pay elements. The committee engages with external consultants to provide market data comparing organization's roles to similarly sized health systems utilizing both title and job content comparisons. The committee reviews the market analysis, approves any salary adjustments for the executive population, considers both reasonableness and effectiveness of all remunerative programs and approves the detailed performance expectations which are incorporated into the at-risk plan. All of these discussions and decisions are documented through the provision of meeting minutes.”

“Documents that are required to be open for public inspection are made available upon request.”

“Contract Services - Medical: Program service expenses 3,716,415. Management and general expenses 0. Fundraising expenses 0. Total expenses 3,716,415. Contract Services - Pastoral Care: Program service expenses 0. Management and general expenses 2,936. Fundraising expenses 0. Total expenses 2,936.”