Birch Bay Retirement Village

“Mount Desert Island Hospital, a corporation duly organized under the laws of the State of Maine, is the sole corporate member of the Organization.”

“Mount Desert Island Hospital, the Organization's sole corporate member, has the authority to elect or remove the trustees of the Organization.”

“The following governance decisions are reserved to the authority or subject to the approval of Mount Desert Island Hospital: 1. Amend or restate the Articles of Incorporation of the Corporation; 2. Amend or restate the Corporate Bylaws of the Corporation; 3. Approve any merger or consolidation involving the Corporation, or to approve the dissolution and related distribution of assets of the Corporation; 4. Approve any sale, mortgage, lien, pledge, or security interest in all, or substantially all, of the assets of the Corporation; 5. Approve any fundraising activity conducted by the Corporation; 6. Approve the selection of an auditor for the Corporation; 7. Approve the commencement of any new venture, or major capital acquisitions, by the Corporation; 8. Approve any capital or operating budgets of the Corporation; and 9. Approve the selection or dismissal of the President of the Corporation and establish the compensation and other terms and conditions of employment for the President.”

“The Form 990 is prepared by an outside independent accounting firm with input and assistance from Finance Department staff of Birch Bay Retirement Village (BBRV) and its member organization, Mount Desert Island Hospital (MDIH). The Form 990 is presented by the CFO & VP of Finance to the full Board of BBRV before filing with the IRS. Board members of both BBRV and MDIH are provided with a copy of the Form 990 and given the opportunity to review and discuss.”

“Birch Bay Retirement Village monitors and enforces compliance with the conflict of interest policy by requiring Trustees to disclose any adverse or personal interests that arise, direct or indirect, either orally or by a Trustee's written statement. After disclosing a potential conflict of interest and answering any questions that might be asked concerning such interest, the affected Trustee shall withdraw from any meetings, deliberations, votes, or other matters concerning the conflict. The affected Trustee shall not be counted in establishing a quorum for purposes of voting on such matter and, should the matter be brought to a vote, his vote shall not be counted in satisfying any voting requirements under the Organization's Bylaws or Articles of Incorporation.”

“The President & CEO of Birch Bay Retirement Village (BBRV) is compensated by a related organization, Mount Desert Island Hospital (MDIH). The process used by MDIH for determining the President & CEO's compensation includes a review and approval by the governing body of the organization. The governing body uses market data from an independent source to compare compensation models of similarly sized organizations within like demographic and geographic areas to align compensation packages. The compensation of other officers and key employees, including the Executive Director of BBRV, is reviewed by the Human Resources Department using the same market data guidelines to compare and establish compensation for these positions.”

“The annual report and Form 990 are available to the public on the website of Mount Desert Island Hospital. Governing documents, the conflict of interest policy, and the financial statements are available upon request.”

“Equity Transfer from Affiliate 17,296.”

“The audit process has not changed from the prior year.”