D'Youville Senior Care Inc

“The organization's management duties are performed by a related organization, d'youville leadership solutions, inc. D'youville leadership solutions, inc. Provides management and administrative support services as follows: management oversight, all business office functions, human resources, marketing, information technology, admissions, and maintenance.”

“The sole member of the corporation is d'youville life and wellness community, inc., ("dlwc") a massachusetts nonprofit corporation recognized as exempt from federal income tax pursuant to section 501(c)(3) of the internal revenue code.”

“Two of the corporation's directors must be members of the general council of the carmelite sisters of the aged and infirm, inc. (the "carmelite sisters"), and are selected by the carmelite sisters. The corporation's sole member, dlwc, elects the corporation's remaining directors and its president, who serves ex-officio as a director.”

“As sole member of the corporation, dlwc has all powers reserved to it by state law. In addition, dlwc holds the following reserved powers: (a) to approve any change to the philosophy and mission of the corporation or any subsidiary of the corporation, and to monitor compliance with same; (b) to amend the articles of organization and bylaws of the corporation, and to approve the adoption or amendment of the charter and the bylaws (or other governing instruments) of any subsidiary of the corporation; (c) to elect the directors of the corporation (other than the directors appointed by the carmelite sisters of the aged and infirm, inc.) and to remove them with or without cause; (d) to appoint and remove the president of the corporation in consultation with the board of directors; (e) to ratify the board of directors' election of the chairperson of the board of directors; (f) to approve all plans of merger, consolidation, reorganization or dissolution of the corporation or any subsidiary of the corporation, or the sale, lease, assignment or transfer of substantially all of the assets of the corporation or any subsidiary of the corporation, or the purchase or acquisition by the corporation or an subsidiary of the corporation of an interest in any corporation, partnership, joint venture or other entity, whether newly created or previously existing, which interest, in the case of a for profit entity, represents twenty-five percent or more of the voting power thereof or equity interest therein, or, in the case of a non-profit entity, represents twenty-five percent or more of the voting power thereof or membership interest therein; (g) to approve the acquisition, sale, transfer or encumbrance of any real estate, or the construction or destruction of any improvements thereon, by the corporation or any subsidiary of the corporation valued in excess of an amount set by the member from time to time; (h) to approve all debt of the corporation or any subsidiary of the corporation for borrowed money in excess of an amount set by the member from time to time before such debt is incurred, and to approve all changes to the terms of any such debt; (i) to approve the sale, assignment or transfer by the corporation or any subsidiary of the corporation of any equity interest or membership interest in any subsidiary of the corporation, to approve any reclassification or other change of any capital stock or other equity security of any subsidiary of the corporation, or any recapitalization of any subsidiary of the corporation; and to approve the issuance of, or the creation of any obligation to issue, any equity security of any subsidiary of the corporation, or any increase or decrease in the total number of shares of authorized capital stock or other equity security of any subsidiary of the corporation; (j) to approve all long-range strategic plans of the corporation and any subsidiary of the corporation before their implementation; (k) to approve all capital and operating budgets of the corporation and any subsidiary of the corporation and non-budgeted expenditures by the corporation or any subsidiary of the corporation in excess of an amount set by the member from time to time; (l) to appoint the corporation's auditors and the auditors of any subsidiary of the corporation; (m) to approve the engagement of legal counsel for the corporation and any subsidiary of the corporation; (n) to approve the engagement of money managers for the corporation and any subsidiary of the corporation; (o) to approve the lending of funds or the making or receipt of gifts or donations by the corporation or any subsidiary of the corporation in excess of an amount set by the member from time to time; (p) to approve contracts by the corporation or any subsidiary of the corporation which are in excess of an amount set by the member from time to time; (q) to approve any change in licensure, level of care, bed capacity and type of service of the corporation or any subsidiary o”

“The finance committee reports to the board of directors regarding the review of the form 990. A complete copy of the form 990 is provided to the board prior to filing with the irs.”

“Each employee is given the conflict of interest policy at orientation and is required to review this policy on an on-going basis. Directors are given the policy at orientation and review changes as they occur. The policy covers all employees and board members and potential conflicts are reviewed by management on an on-going basis to assure compliance. Identified issues are discussed at the board level and an appropriate course of action is taken based on the violation. To prevent trade conflict, all material expenditures need a minimum of three bids from contractors.”

“The dlwc compensation committee consults with ray anstiss, jr, cpa, principal of anstiss and company, pc, for industry information relating to the compensation of the dlwc president/ceo and cfo positions. Ray anstiss also maintains records of the compensation committee decisions for future reference”

“The organization's governing documents, conflict of interest policy and financial statements are available upon request.”

“D'youville senior care, inc. Employees are paid by a related entity, d'youville leadership solutions, inc. (ein 27-4675543). The salaries and related expenses for these employees are allocated back to d'youville senior care, inc.”

“Professional services: program service expenses 3,198,808. Management and general expenses 385,478. Fundraising expenses 0. Total expenses 3,584,286.”

“The carmelite system, inc. Approves the engagement of the independent auditors for the corporation. The system audit committee meets with the system's management and the independent auditors to review the engagement proposal, results of the audit, draft audit report and management letters. The audit committee may meet with the independent auditors in an executive session before concluding its review and acceptance of the annual audit report. The audit committee reports its findings and makes its recommendation to the board of directors.”