Resurrection Nursing Home

“Members or shareholders the corporation has one member, resurrection ministries of new york.”

“Persons with authority to elect members of the governing body the corporations sole corporate member, resurrection ministries of new york, has the sole power to fix the number of, and elect, appoint, fill vacancies in and remove the directors of the corporation.”

“Decisions of governing body approval by members or shareholders presence chicago hospitals network (the "member"), through its board of directors, has certain reserve powers with respect to the following. General powers: the corporate member shall oversee the affairs of the corporation and assure that all actions of the corporation are consistent with the mission, philosophy and purposes of the sisters of the resurrection (chicago and new york provinces) and sisters of the holy family of nazareth (sacred heart province) and the ethical and religious directives. Exclusive powers: in furtherance of the exercise of its general powers, the corporate member shall have the exclusive power to: a) adopt, amend, or repeal the bylaws of the corporation. B) appoint and remove all officers of the corporation, other than the president, and all directors of the corporation. C) approve unbudgeted expenditures in excess of the limit established by the corporate member from time to time, solely to ensure that such expenditures conform with the mission and philosophy of the corporation. D) approve any sale, lease, mortgage, debt (other than debt necessary to finance the cost of compliance with operational or physical plant standards required by law) or encumbrance of property involving an amount in excess of limits established by the corporate member from time to time, which limits shall correspond to those required under roman catholic church law. E) direct and approve any contributions, donations or other asset transfers without consideration to the member or any affiliate. F) approve changes in the type of services rendered by the corporation, solely to ensure that services rendered by the corporation are consistent with the mission and philosophy of the corporation. G) approve all strategic plans of the corporation, provided that such right of approval shall not permit the member to exercise any of the governance authority under applicable regulations unless the member has received establishment approval from the public health council. H) approve any selection or modification of the business name or logo of the corporation or any program or division of the corporation. I) approve the job description and duties of the president. J) approve any material agreement or transaction with another affiliate. K) approve any affiliation with a medical school or other teaching or research facility. L) approve acceptance of a contribution which imposes a material obligation on this corporation. M) select independent auditors for the corporation. N) direct the board and its officers to act in accordance with the member's mission, philosophy and values. Approval and recommendation powers: none of the actions set forth below shall be deemed authorized unless and until approved by the corporate member. The board shall adopt resolutions approving any such proposed action, prior to submitting the matter to the corporate member for its approval. The actions set forth below may also be initiated by the corporate member in the absence of a recommendation by the board, subject to the board's subsequent approval and the corporate member's final approval. A) adoption, amendment or repeal of the articles of incorporation of the corporation. B) adoption of any plan of merger, consolidation or dissolution of the corporation. Rights to be advised and comment on significant matters: the board of directors shall give the corporate member at least two (2) weeks' advance notice (or shorter notice period as agreed to by the corporate member generally or from time to time with respect to specific matters) and the opportunity to comment on each of the following matters prior to their consideration by the corporation's board of directors: a) approval of capital or operating budgets, and long-term capital equipment plans. B) approval of contracts for management of the corporation's facilities. C) approval of material changes in insurance coverage, employee benefits or other mat”

“Form 990 review process the corporation provides a complete copy of its form 990 to all members of the governing body of its ultimate parent corporation, presence health network, for review prior to filing with the irs. The board of directors of the corporation and other subsidiary organizations within the presence health system are internal limited fiduciary boards which do not receive a completed copy of the form 990 prior to filing. As a result, the corporation answers "no", to form 990, part vi, line 11a.”

“Procedures for addressing conflicts of interest the purpose of the conflict of interest policy is to protect the interests of presence health network and all of its affiliated ministries (collectively "presence health") when it is contemplating entering into a transaction or arrangement that might benefit the private interest of any director, trustee, officer, corporate member appointee, member of a committee with board-delegated powers, senior leaders, and others in a recent position to exercise substantial influence over presence health ("interested persons"), and clarify the standards of conduct, duties and obligations of interested persons in the context of potential conflicts of interest by providing a method for disclosing and resolving such potential conflicts. No presence health entity will engage in any contract, transaction or arrangement involving a conflict of interest unless disinterested members of the applicable board of directors or other governing body determine by a majority vote that appropriate safeguards to protect the charitable mission of presence health have been implemented. To facilitate this policy, all interested persons have a continuing obligation to promptly disclose the existence and nature of any actual, apparent, or potential conflicts of interest he/she may have. All disclosures must be provided to the system compliance officer and general counsel in a written description of the material facts. Disclosure shall be on a conflicts of interest questionnaire or similar format as described in the conflicts of interest policy. All interested persons shall also complete a questionnaire based on the assumption of the board (or other relevant) position, and thereafter on at least an annual basis or when an actual, apparent, or potential conflict arises. At any time that an actual, apparent or a potential conflict of interest is identified to the corporations board of directors, whether through the voluntary submission of a disclosure statement by an interested person, or by a disclosure by a person other than the subject interested person, the corporations board or applicable committee shall review the matter and determine whether a conflict of interest exists. Once all necessary information has been obtained, only disinterested directors/committee members vote to determine whether a conflict of interest exists. If a conflict is found to exist the interested person will generally be required to recuse him or herself during any meeting in which the board of directors or applicable committee conducts the evaluation of the subject transaction, except to answer questions as may be necessary. To ensure that the presence health operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its exempt status, transactions involving interested persons are only approved if, after exercising reasonable due diligence, the board determines they are fair and reasonable, taking into account factors such as whether presence health could obtain a more advantageous contract, transaction or arrangement. However, lending money or guarantying an obligation of a director, officer, or employee of presence health (exclusive of customary insurance coverage for acts done in connection with such individuals service to or employment by presence health) is strictly prohibited.”

“Compensation and approval process for officers and key employees compensation for the corporations ceo and other officers and key employees is determined in accordance with written policies and procedures adopted by the board of directors of presence health network, the system parent corporation which shares a mirror board with presence care transformation corporation (pctc) and presence chicago hospitals network (pchn). Such policies and procedures are applied by the human resources committee of the system parent corporation, which consists wholly of independent directors. The system parent corporation uses market data compiled by an independent compensation consultant to establish base salaries and total cash compensation opportunities. The system parents human resources committee monitors executive total compensation and approves all components of executive total compensation, annually reviewing and approving compensation changes for each executive, and regularly reporting its activities to the system parents board. The corporation answers "no" to form 990, part vi, question 15a and 15b per the form 990 instructions as all compensation is paid by a related organization, presence care transformation corporation, the systems statutory employer.”

“Document availability the corporations articles of incorporation are on file with the state of illinois. The consolidated audited financial statements of the corporation, together with its affiliates, are available from the national dissemination agent as required by presence health systems bond documents. Conflicts of interest policies are not made available to the public; however a summary of the current policy is annually included in schedule o of the corporations form 990. Form 990, part xi, line 9 other changes in net assets transfer asset held for sale to presence chicago hospitals network fka prhcc: $2,148,241 write off of intercompany receivable from pchn: $8,913,624 ____________ total $11,061,865”

“Mission statement the corporation is part of the presence health system and acts in accordance with the presence health mission, which is as follows: inspired by the healing ministry of jesus christ and as part of presence health, a catholic health system, resurrection nursing home provides healthcare services in a compassionate, holistic manner in the spirit of healing and hope. Form 990, part iii, question 3 significant changes to program services effective august 1, 2011, presence senior services chicagoland ("senior services"), the parent of resurrection ministries of new york ("rmny"), entered into an agreement to sell substantially all of the assets and certain liabilities of and associated with resurrection nursing home, a subsidiary of rmny. Pursuant to the asset purchase agreement (apa), senior services agreed to sell substantially all assets of rmny including resident accounts receivable, fixed assets, and inventory. The net book value of rmny's assets that were purchased by the buyer at date of sale approximated $6,875,000. Accounts payable and accrued expenses assumed by the buyer at the date of sale approximated $195,000. Senior services has accepted an offer of $4,500,000 for the sale of rmny's assets. Senior services recognized a loss on the sale of $2,180,000 in the year ended june 30, 2011. Completion of the sale occurred as of october 1, 2015. As of march 18, 2012, financial responsibility for rmny operations was assumed by the purchaser, under a receivership arrangement approved by the new york department of health. As this change in activity was reported on resurrection nursing home's form 990 in 2012, this year's return answers part iii, line 3 "no".”

“Audited financial statements an independent accountant annually audits the consolidated financial statements of presence health network and its affiliates. The audit opinion is issued on the consolidated financial statements and each affiliate is not separately audited.”