Manor at Phillipstown Place Inc

“Effective 10/1/2014 the operations of the manor at phillipstown place d/b/a mayflower place were transferred to southern maine health care, ein 01- 0179500. The fifth article of the bylaws was amended to read as follows: "there shall be one or more classes of members, and the information required by 13-b mrsa sect. 402 is attached. See exhibit b."”

“Southern maine health care (smhc), ein 01-0179500, is the sole member of manor at phillipstown place, inc. Mainehealth, ein 01-0131680, as the sole member of smhc has the right to approve significant decisions of the governing body of smhc and its subsidiaries.”

“Mainehealth may elect the board of trustees from a slate of nominees submitted by the corporation.”

“The following powers are reserved to the sole member, southern maine health care, and where indicated, the sole member of the sole member, mainehealth: (a) the approval of the sole member and mainehealth shall be required for the exercise of the following powers by the board of the corporation: (i) adoption of the annual capital and operating budgets, including modifications thereof; (ii) approval of any business, marketing and strategic plans, including modifications thereof; iii) authorization for any debt incurred, assumed, or guaranteed by the corporation in excess of 500,000, other than incurred in the ordinary course of business or as provided for in annual capital and operating budgets; (iv) authorization for any acquisition, disposition, organization or investment by the corporation in any other corporation, partnership, limited liability company or joint venture; (v) authorization for any sale, capitalized lease, assignment, transfer, mortgage or encumbrance of any properties or assets having an aggregate value in excess of 500,000; (vi) 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. (vii) authorization for the institution of any bankruptcy, insolvency or reorganization preceedings; (viii) authorization for developing, implementing or terminating programs and services other than those included withing any approved strategic or financial plan; and (ix) any amendment or modification to the articles of incorporation of the corporation. (b) the approval of the sole member, but not mainehealth except where specifically indicated, shall be required for the exercise of the following powers by the board of the corporation: (i) authorization for the capital investment in any individual, entity or project in the form of cash or either tangible or intangible property of 25,000 or more that was not included in an approved budget; provided that authorization for capital investment in excess of 500,000 shall require the additional approval of the board of mainehealth; (ii) authorization for annual operating expense which would obligate the corporation in the amount of 25,000 or more that was not included in an approved budget; (iii) the initial and annual elections, evaluation and termination of the president/ceo; (iv) authorization for the commencement of the litigation other than routine collection actions; and (v) adoption of the corporation's bylaws and any amendments and modifications to the corporation's bylaws.”

“The cfo performs a detailed review prior to signing and filing the form 990. Management makes the form 990 available online for review by the board of directors.”

“Smhc requires current and former officers, directors, trustees and key employees to complete an annual questionnaire concerning any potential conflicts of interest. The organization reviews the responses to these documents and addresses any issues immediately. In addition, we have added another questionnaire that specifically addresses the concerns regarding transactions involving current and former officers, directors, trustees and key employees and certain parties that are related to these individuals.”

“The board of trustees of southern maine health care (the related organization) approves the compensation for the ceo after careful review of compensation information, including but not limited to, independent compensation consultants and compensation surveys. These are then presented to the board with a recommendation. The committee reviews the data and then acts upon any recommendation.”

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

“Provide patient care in an assisted living facility. The manor at phillipstown place, inc. Is committed to providing care to all individual's in need of assisted living without discrimination through residential and assisted living care at mayflower place.”

“(continued from page 2) mayflower place is committed to encouraging independence in all activities of daily living while providing assistance with meals, medication, laundry, housekeeping and assistance with transportation to medical appointments as well as personal care. Mayflower place encourages community involvement and resident participation in activities such as church services, area shopping trips, york county community action transportation services, visiting nurse clinics, camp waban visits and special education programs. Students from surrounding high schools frequently volunteer at the facility.”