Hebrew Home & Hospital

“Hebrew home & hospital ("the hospital") has only one member. The sole member of the organization is hebrew health care, inc., a connecticut nonstock corporation.”

“Pursuant to the bylaws, the board shall have fourteen (14) ex-officio trustees. The persons who hold the following offices or positions shall be the ex-officio trustees of the home at all times while serving in such offices or positions, automatically and without the need for any action by the member or the other trustees: (i) the chairperson of the board of trustees of the hebrew health care foundation, inc., a connecticut nonstock corporation; (ii) the chairperson of the board of trustees of hebrew community services, inc., a connecticut nonstock corporation; (iii) the chairperson of the board of trustees of hebrew life choices, inc., a connecticut nonstock corporation, (iv) the president of the auxiliary of the hebrew home and hospital, incorporated (the "auxiliary"); (v) the immediate past president of the auxiliary; (vi) the president elect of the auxiliary; (vii) the president of the home; (viii) the immediate past chairperson of the board of trustees of the home; (ix) the chairperson of the board of trustees of hebrew health care, inc.; (x) the president of hebrew health care, inc.; (xi) the senior vice president of hebrew health care, inc.; and (xii) the secretary of hebrew health care, inc.; (xiii) the vice chairperson of finance of hebrew health care, inc.; and (xiv) the assistant vice chairperson of finance of hebrew health care, inc. A person shall cease to be an ex-officio trustee immediately upon ceasing to hold the office or position from which his or her ex-officio trustee status derived, and his or her successor in such office or position shall automatically be an ex-officio trustee, without the need for any action by the member or the other trustees. The ex-officio trustees shall be counted for purposes of determining the presence of a quorum at meetings of the board of trustees and each ex-officio trustee shall have a vote on all matters that come before the board of trustees.”

“Pursuant to the bylaws, the member shall have the right to vote on all matters upon which members of a connecticut nonstock corporation are afforded the right to vote under the act. Without limiting the foregoing, each of the following matters shall require the approval of the member: (a) adoption of the home's annual budget for anticipated revenues and expenditures, both operating and capital; (b) unless adopted as part of the home's annual budget: (1) the sale, lease, exchange or other transfer or disposition (other than as provided for in subparagraph (b)(2) below) of any of the home's property of any nature having a value of more than $20,000 in one year; (2) the mortgage, pledge or other encumbrance of any of the home's property or assets of any nature that is not in connection with a planned giving or other charitable arrangement, including but not limited to the home's issuance of charitable gift annuities; (3) the incurrence by the home of indebtedness for borrowed money or the issuance by the home of a guaranty or other undertaking to become obligated for any debt or obligation of any party (in each case, other than in connection with a planned giving or other charitable arrangement, including but not limited to the home's issuance of charitable gift annuities); (4) the making of any loan by the home to any party in excess of $500; (c) any amendment or repeal of any provision of the bylaws of the home; (d) any change in the purposes or mission of the home; (e) any merger involving the home; (f) the dissolution of the home; (g) participation by the home in any joint venture, partnership or similar activity; (h) engaging in any transaction in which the home becomes a shareholder, member or equity owner of a corporation, limited liability company or other entity; (i) the annual appointment of a firm of public accountants to conduct an independent audit of the home's financial affairs; or (j) any amendment or repeal of any provision of the amended and restated certificate of incorporation of the home.”

“Form 990 is prepared by an independent accounting firm with the assistance of management. An electronic copy of the return was distributed to the board prior to filing.”

“This organization has adopted the policy of its sole member hebrew health care, inc. Regarding conflict of interest. Per the conflict of interest policy which applies to all organizations in the hebrew senior care system, officers, directors or trustees, and key employees have a duty to disclose any possible conflict of interest. Following disclosure of an actual or possible conflict, the other members of the board or committee will determine what further steps may be required to investigate the situation. The individual with the potential conflict will recuse themself from the discussion of the matter. The policy includes provisions for violation and failure to disclose which could lead to disciplinary and corrective action, including, but not limited to removal from the board or committee in accordance with the bylaws of the entity. The annual conflict of interest questionnaires are reviewed by the administrative secretary of hebrew home & hospital, a member of the hebrew senior care system.”

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

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