Isabella Geriatric Center Inc.

“Isabella home is the sole member of the organization.”

“The board of directors of the corporation shall be appointed by the member at each annual meeting of the corporation. Vacancies occurring in the board of directors for any reason shall be temporarily filled by the board until the next annual meeting of the corporation at which time the vacancy shall be filled by the member and the directors so elected shall serve for the unexpired term of said vacancy.”

“Any director may be removed from office, with or without cause, by the member at an annual meeting or a special meeting of the corporation. No officer or employee of an agency contracting with this corporation or any of its subsidiaries may serve as a director while he/she is affiliated with the contracting agency, without the approval of three-fourths of the board of directors of the member. The following areas of the organization's by-laws cannot be amended without the approval of the member: - changing the member of the organization - changing the rules and requirements of the board of directors - changing the officers of the organization - changing which areas of the by-laws can be amended”

“Isabella geriatric center inc. Has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the form 990 has been prepared, reviewed by management and is ready to be filed with the internal revenue service, it is electronically sent to the finance committee of the organization for any comments. Any comments are then grouped, summarized and provided to the outside accountants. Each issue is documented and addressed until the return is finalized. After the finance committee's review, the form 990 will be presented to the full board with recommendation to approve and file the form 990.”

“The conflict of interest policy is applicable to any director, principal officer, or member of a committee; the policy is annually updated by the applicable persons. In connection with any actual or possible conflicts of interest, a person must disclose the existence of his or her conflict and must be given the opportunity disclose all material facts to the executive committee of the board of directors of the corporation. After disclosure of the conflict and all material facts, and after any discussion with the person, they shall leave the executive committee meeting while the determination of a conflict of interest is discussed and voted upon. The committee members shall decide if a conflict of interest exists. Procedures for addressing the conflict of interest an interested person may make a presentation at the executive committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. The chairperson of the executive committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the executive committee shall determine whether the corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the executive committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest and for its own benefit and whether the transaction is fair and reasonable to the corporation and shall make its recommendation as to whether to enter into the transaction or arrangement in conformity with such determination to the board of directors of the corporation who shall approve or disapprove the transaction based on a majority vote of disinterested directors. Any interested director shall not be present at the board meeting during which the decision on the transaction is made. If the board or executive committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or executive committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action, consistent with state law. The minutes of the executive committee shall contain the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, any alternatives discussed with respect to the proposed transaction or arrangement, and the committee's decision as to whether a conflict of interest in fact existed and the committee's recommendation to the board of directors. The minutes of the board of directors shall contain the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.”

“The isabella board of directors established an executive compensation review committee several years ago. The committee members of the board of directors are comprised of members of the board of directors and are assigned to this committee by the board chair. The committee membership is not limited in numbers and may be subject to change as directed by the board chair. The committee as well as the board is comprised of individuals that are independent and not employed or compensated by the isabella organization in any way. The committee oversight is intended for the president/ceo position as well as the vice president positions. The compensation oversight processes include obtaining a comprehensive salary survey from a high quality compensation consultant. The consultant obtains the participation of a representative sample of organizations comparable to isabella. The salary survey includes the salary information for the positions that the committee provides oversight for. In addition, other key department or program director positions are included in the survey in order to provide guidance to isabella management that compensation levels are competitive and fair. The salary survey results are stratified to obtain salary levels by percentile benchmarks. The stratification includes both salary and employee benefit information in order to obtain clear compensation levels. The stratified compensation survey allows for a relatively easy comparison process that is transparent to committee members. The last survey was completed and obtained in 2015 and is therefore current in its relevance. Based upon the survey, the isabella compensation levels were deemed to be well within the middle ground of the stratification levels.”

“The organization's governing documents, form 990, form 1023, conflict of interest policy and financial statements are 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. This cost report is available to the public upon request.”

“Change in interest of isabella foundation inc. -39,482.”

“The organization has a committee that assumes responsibility for oversight of the audit of its financial statements and selection of an independent accountant. This process did not change from the prior year.”