Loomis Senior Living Inc

“There are two members of the corporation, known as corporators (per the bylaws, there is no limit to the potential number of corporators). Loomis house, inc. And loomis communities, inc., shall constitute the sole members of the corporation until further action by the members. The members may vote of a majority of the membership, elect from time to time additional members of the corporation.”

“The members elect the board of directors at the annual meeting of the corporation each may. The number of directors that shall constitute the whole board of directors shall be fixed annually by the members at the annual meeting. A director may be removed from office at any time with or without cause by a majority vote of the members.”

“Except with respect to those powers reserved to the members by law, the articles of organization, these by-laws and action at any time taken by the members of the corporation, the board of directors shall be responsible for the general control and management of the corporation and its property and may exercise all or any of its powers. Directors shall hold office until the next annual meeting of the membership and thereafter until their successors are chosen and qualified. The board of directors have decision-making and voting authority on issues including but not limited to the following: hiring or terminating the ceo; establishing salary and benefits for the ceo; approving operating and capital budgets and expenditures; engaging an independent auditor to conduct an annual audit; reviewing and approving the audit; establishing, reviewing, and approving policies; establishing and approving strategic plans; and conducting all other business as is deemed appropriate for the corporation.”

“The completed form 990 is reviewed by the finance committee of the board of directors. Any pertinent comments or recommendations are presented by those committees to the full board. Each member of the board receives a copy of the form 990; and it is posted on the organization's web site for access by members of the board, prior to filing.”

“In may of each year, following the annual meeting, each member of the board of directors receives a copy of the conflict of interest policy, and a form on which to indicate any known or potential conflicts or dualities of interest. Board members are asked to sign the policy itself, and to complete the form requesting any conflicts or dualities. At the board of directors meeting in june of each year, each board member receives a copy of every other board member's signed forms; if there are any conflicts or dualities, they are disclosed to the full board. If there is a board member with a conflict related to a particular discussion or vote, that board member excuses him or herself from the meeting.”

“The board of directors conducts an annual review of the ceo, both for performance and for compensation. The ceo submits a self-evaluation and reports on achievement of goals established for the prior year; all board members provide feedback. The compensation committee conducts a review of salaries and benefits for positions comparable to the ceo. Sources for the information include, but are not limited to: wage surveys from the organization's state and national membership organizations; local employers' association wage surveys; private wage surveys from consultants and colleagues; wages as reported on other organizations' form 990s; information from independent auditor. The compensation committee presents its recommendation for ceo salary and benefits to the full board for discussion and vote. The ceo presents annually to the full board of directors a spreadsheet with the current salaries and benefits of each member of senior management: cfo, director of human resources, director of development, and the executive directors of the organizations, along with recommendations for any changes in salaries and benefits. Comparable salaries for these positions are included, obtained from information as described above. The full board of directors votes to approve these salaries and benefits.”

“The organization makes its governing documents, conflict of interest policy, form 990, and financial statements available to the public upon request for the same period of disclosure as set forth in section 6104(d). In addition, the form 990 is available via guidestar and the massachusetts attorney general's website.”

“Consultants & management fees: program service expenses 236,808. Management and general expenses 901,360. Fundraising expenses 29,318. Total expenses 1,167,486. Outside labor: program service expenses 614,133. Management and general expenses 0. Fundraising expenses 0. Total expenses 614,133.”

“Change in value of split interest agreements 6,668. Net assets transfer from loomis house, inc. 517,937.”