Umh Management Services Corp

“Umh management services corp., federal id# 16-1486032, is one of nine entities of a group of brother / sister related and affiliated organizations (see schedule r), governed by a common board of directors. The nine brother / sister related entities operate under the brand name "united methodist homes". The bylaws of 8 of the organizations except for united methodist homes foundation provide that the directors of the corporations shall be the members of the board of directors. The board of directors of the 8 organizations provide for no more than 27 directors, elected by the directors, and divided into three classes of nine each. This arrangement provides for the election of nine directors each year. A director may serve two consecutive three-year terms and must remain off the board for one year before becoming eligible for an additional term. The board meets four times per year and the executive finance committee eetings are held eleven times per year. No meetings are held in july. The executive finance committee, when meeting between board meetings is authorized to exercise all authority of the board except to hire, discharge or fix the salary of the president / ceo, to approve the annual budget or modifications thereto resulting in an amount exceeding the total amount of the budget or to commit an entity to any major construction or establishment of a new facilty or the purchase, mortgage or sale of any real property. Six members of the executive finance committee constitute a quorum and one of the six members must be either the chairperson or the vice chairperson of the board.”

“Board members, william and sharron lewis, are husband and wife.”

“The bylaws of umh ny corp provided that the board of directors of umh ny corp. (the supported organization) shall serve as the board of directors of umh management services corp. As such, the board of umh ny corp. Has the power to elect or appoint all members of the governing body.”

“The process by which the organization's officers, directors, board committee members, and management reviewed the prepared form 990 is as follows: the board did require that the form 990 for all 9 brother / sister related and affiliated organizations be prepared from information compiled by internal staff. A draft copy was prepared by an independent public accounting firm with specific expertise in not-for-profit tax return preparation and the form 990 was then provided to the organization's management and board members. A detailed review of the form 990 is conducted for any changes or corrections. After review by all of the aforementioned individuals, the independent public accounting firm conducts their final review, signs as paid preparer and assists with the electronic submission of the form 990. Utilizing this methodology, a copy of the form 990 is provided to each voting member of the organization's governing body for review and comment prior to the form 990 being filed.”

“Upon election to the board of directors, all directors are required to complete a written conflict of interest form in connection with the organization's conflict of interest policy. The organization also follows the practice of updating officers and directors' conflict of interest information in writing annually. The assistant to the ceo monitors the distribution and receipt of the board's written conflict of interest forms. When the completed forms have been received, the assistant to the ceo records and reports conflicts if any, to the board chair and ceo for their review and further action. All board members and employee personnel are subject to the organization's conflict of interest policies. All employees are required to act independently and without a conflict of interest in the performance of their job duties. In addition, as part of the board member's and employee personnel's training any potential conflict of interest prohibitions and situations are covered and discussed. The organization has established an "oversight compliance committee" composed of directors of the board and staffed by the corporate compliance officer and compliance personnel. All potential conflicts of interest are initially reviewed by the corporate compliance officer, compliance personnel and the management compliance committee and an initial determination of potential conflicts is made. The potential conflict of interest and the initial determination is then reported to, and discussed with the oversight compliance committee of the board which makes the final termination with regards to whether a conflict of interest does, or does not exist. Any person, including board members, officers, directors, key employees and / or managers and all employee personnel are prohibited by the board conflict of interest policy from participating in any transaction in which the oversight compliance committee has determined that a conflict of interest exists. The oversight compliance committee provides reports of its activities directly to the board of the organization. Any person found to have knowingly violated the organization's conflict of interest policy is subject to disciplinary action and / or dismissal. Board members are generally reminded from time-to-time at board and committee meetings of the organization's conflict of interest policy. Board and committee members are asked to disclose any issue or matter in which they have a conflict as indicated above. They are also asked to abstain from voting on such matters. Employees are reminded about potential conflicts of interest through our corporate and mandatory training programs.”

“All nine entities are under common control and follow the same compensation process. The board of directors has established a management and personnel committee comprised of board members having no conflict of interest with respect to compensation and benefit matters to be established for all senior executives employed by the organization. The board committee utilizes study data as to comparable compensation for similarly qualified persons in functionally comparable positions in similarly situated organizations in its deliberations. Data has been compiled using an industry job description / classification compensation study which focuses on multi-organization, multi-location, multi-level care senior living service organizations in the united states for comparative compensation information which is compared to the united methodist home's senior executive compensation levels. United methodist home's key employee and executive compensation levels are reviewed annually by the management and personnel committee and are subsequently incorporated, upon approval by the board, into the organization's annual budget. These discussions are documented in the committee minutes.”

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

“As previously disclosed in schedule o, the board of directors is a common board. The time spent as reported on part vii is for this organization as well as the related organizations reported on schedule r.”

“Forms 1099 for each of the related united methodist homes entities are issued by umh ny corp., federal i.d. 24-0856145, which acts as the common accounts payable arm of the system. The number reported on this line reflects the number of forms 1099 filed by umh ny corp. No forms 1099 have been filed directly by this entity.”

“All w-2s are issued by umh management services corp., ein #16-1486032 which acts as the common paymaster for all related entities operating under the brand name "united methodist homes".”

“Consulting and management services: program service expenses 120,250. Management and general expenses 282,090. Fundraising expenses 0. Total expenses 402,340. Contracted services: program service expenses 0. Management and general expenses 720,619. Fundraising expenses 0. Total expenses 720,619. Other professional services: program service expenses 0. Management and general expenses 27,414. Fundraising expenses 0. Total expenses 27,414. Purchased services: program service expenses 0. Management and general expenses 25,669. Fundraising expenses 0. Total expenses 25,669.”

“Change in fair value of derivative instruments 25,103. Equity transfer from affiliates 1,453,429.”