Providence Rest

“The members of the corporation shall be the provincial of the sponsor ("the provincial"), the provincial council of the sponsor, and the provincial treasurer of the sponsor. Each member of the corporation must be a member in good standing of the congregation of sisters of st. John the baptist (the sponsor).”

“The members of the corporation shall have the sole and exclusive authority for the election and removal with or without cause of the board of directors or any individual director of the corporation. The board of directors shall have the authority to remove a director for cause.”

“The members of the corporation shall have the sole and exclusive authority with regard to the following actions: (a) amendment or revision of the name or mission of the corporation (b) election and removal with or without cause of the board of directors or any individual director of the corporation. The board of directors shall have the authority to remove a director for cause. (c) amendment of the certificate of incorporation of the corporation (d) adoption, amendment and repeal of the by-laws of the corporation (e) approval of a strategic plan for the operations and programs of the corporation and approval of any activity outside the scope of such strategic plan in consultation with the board of directors of the corporation (f) approval of any changes to the annual operating and / or capital budgets proposed by the board of directors to the extent that the same are inconsistent with the mission and philosophy of the corporation. (g) approval, authorization and/or inducement of any sale, assignment, transfer, exchange, encumbrance, mortgage, insurance or guaranty of any indebtedness, or creation of any other liens on any assets of the corporation outside the ordinary course of business or in excess of the thresholds established from time to time for alienation of ecclesiastical goods in accordance with canon law of the roman catholic church (h) approval, authorization and/or inducement of the dissolution, liquidation, merger or consolidation of the corporation. (i) the appointment and dismissal of the administrator/ceo of the corporation.”

“Form 990 review process includes the following: 1) once the form 990 is completed and ready to be filed it will be electronically sent to the cfo for review. 2) no later than two (2) weeks prior to the filing date it will be emailed to the board of directors. Any questions or concerns will be directed to the cfo. 3) no later than three (3) days prior to the filing date, the board will meet to document and formalize their participation in the review process. Once the form 990 has been approved by the board, it will be filed with the internal revenue service.”

“Compliance officer obtains disclosure from each board member prior to a director's first attendance at a board meeting and from all board members at least every two years. Board members are in-serviced annually on the policies and procedures of the corporate compliance program. Employees are in-serviced on the policy and corporate compliance program during orientation and annually during the month of july. They are required to disclose potential conflicts of interest to the administrator and to avoid participating in any decisions or deliberations related to an institutional or business transaction in which a potential or actual conflict of interest exists. An employee who fails to disclose a conflict may be disciplined and/or discharged. In addition, under the corporate compliance program anyone can report a suspected violation of the conflict of interest policy. The compliance officer and/or compliance committee will investigate the allegation to determine its validity. The compliance officer conducts a comprehensive investigation including interviews with appropriate staff, vendors, review of documents, consultation with legal counsel if necessary. The compliance officer keeps the administrator and chairman of the board apprised of the progress of the investigation. At the conclusion of the investigation a report is prepared for the administrator. If the investigation revealed a violation had occurred the officer will recommend corrective action. Appropriate action may include disciplinary action, dismissal (board member), communications to employees, staff, contractors and board members. Audits are conducted during the year to ensure employees, consultants and contractors are adhering to the policy. This includes a review of each new contractor and/or vendor prior to business being conducted.”

“The governance and compensation committee of the board will obtain research and information to make a recommendation to the full board for the compensation (salary and benefits) of the executive officers of providence rest based on a review of comparability data. The human resources director will assist the board in obtaining such information. This includes securing data that documents compensation levels and benefits for similarly qualified individuals in comparable positions at similar organizations. This data may include the following: 1. Salary and benefit compensation studies by independent sources; 2. Written job offers for positions at similar organizations; 3. Documented telephone calls about similar positions at both nonprofit and for-profit organizations; and 4. Information obtained from the irs form 990 filings of similar organizations. To approve the compensation for the ceo, administrator and other highly compensated employees, the board documents how it made its decisions, including the data on which it relied, in minutes of the meeting during which the compensation was approved. Documentation includes: 1. A description of the package and the date it was approved; 2. The members of the board who were present during the discussion about compensation and benefits; and the results of the vote; 3. A description of the comparability data relied upon and how the data was obtained; and 4. Any actions taken (such as abstaining from discussion and vote) with respect to consideration of the compensation by anyone who is otherwise a member of the board but who had a conflict of interest with respect to the decision on the compensation and benefits. 5. Written performance reviews of executives. The chairman of the board's governance and compensation committee, who is a volunteer and not compensated by providence rest, will operate independently without undue influence from the chief executive officer or administrator. No member of the governance and compensation committee will be a staff member, the relative of a staff member, or have any relationship with staff that could present a conflict of interest. The administrator and ceo's salaries were reviewed/recalibrated in june 2010 in accordance with the policy when we changed management structure. The salaries of the managers have remained the same since january 2011. Compensation paid to the ceo and director of purchasing: please note that both the ceo and director of purchasing as religious members of the congregation of sisters of st. John the baptist have taken a vow of poverty and are provided with zero (0) compensation from the home. All compensation that would have been paid to the ceo, director of purchasing or any other sister working within the home on behalf of services provided to the home is instead paid to the sisters of st. John the baptist, inc. (the order), rather than the individuals. For 2013, the home paid the order an amount of $255,928 for services the ceo and director of purchasing provided to the home. Total payments in 2013 to the order from the home for services provided by all the sisters working within the home amounted to $479,407 for salaries, $147,603 for pension, and $58,202 for benefits.”

“The organization makes its form 1023 and form 990 available to the general public upon request. The organization's form 990 is also available on guidestar and other similar websites.”

“Providence rest makes its governing documents, conflict of interest policy and finacial statements available to the general public upon request. The organization also files an annual cost report with the new york state department of health which contains financial statements and related note disclosures, which is available to the public upon request.”

“Effect of pension liability adjustment 184,431.”

“The finance committee of the board of directors assumes the responsibility for oversight of the audit and selection of the independent accounting firm. This process has not changed from the prior year.”