Fair Oaks Lodge Inc

“Tri-county health care (tchc) is the sole member of fair oaks lodge, inc.”

“Tri-county health care has various powers concerning the governance of fair oaks lodge, inc., including appointment and removal of directors of the corporation.”

“Tri-county health care has the power to approve corporation's decisions, as outlined in the bylaws. Powers reserved to the corporate member. The corporate member has reserved to itself the following powers concerning the governance of the corporation: (a) approval of the corporation's annual operating and capital budgets and financial policies; (b) approval of the grant of a security interest in all or substantially all of the corporation's assets, or the incurrence of indebtedness or the guaranty of any indebtedness; (c) approval of all strategic plans of the corporation; (d) appointment and removal of directors of the corporation; (e) ratification and approval of officers of the corporation; (f) approval of employee and executive compensation plans for the corporation, including criteria for incentive compensation arrangements; (g) approval of all risk management policies of the corporation; (h) approval of any transaction which may affect the corporation's status as an organization exempt from federal income taxation and approve any tax exempt financing; (i) approval of all accounting systems of the corporation; (j) approval of amendments to the articles of incorporation or bylaws of the corporation; (k) approval of any mission statement or statement of corporate purpose of the corporation; (l) approval of conflicts of interest policies of the corporation; (m) approval of alliances, joint ventures and acquisitions, new lines of business, all substantive live affiliations between the corporation and a third party, or the termination of any existing line of business; (n) entering into or amending all contracts of the corporation; (o) approval of any plans of merger or consolidation by the corporation with any foreign or domestic corporation, voluntary dissolution of the corporation, or sale, lease or transfer of the corporation's real estate or a significant portion of the operations or assets of the corporation; (p) exercise of material ownership or governance rights, including voting rights, that the corporation possesses as a member, shareholder or partner of any organization. "material" for this purpose shall be defined in a resolution adopted by the member, as modified from time to time; and (q) development of policies regarding the implementation of any of the reserved powers described above.”

“The form 990 was reviewed in detail by the officers of tch. The form 990 was then presented at a regular scheduled board meeting for review and approval by the full board prior to filing with the irs.”

“The board of directors and management personnel are the individuals covered under this policy. It is the continuing responsibility of the board and management to scrutinize transactions and make immediate disclosure to the chief executive officer or the board chair. Each potential conflict is scrutinized by the board (with the potential person with a conflict of interest being excluded) to determine if the contemplated transaction is just, fair and in the best interest of the organization.”

“The organization does not make its governing documents, conflict of interest policy or financials statements available to the public.”

“Effective may 1, 2012, the nursing home building and operations were sold. Fair oaks lodge provides a building for the state of minnesota for operating an intensive residential treatment services (irts) facility. This provides an avenue for continuity of care for those requiring mental health services in our community. On december 30, 2013, the board of directors of fair oaks lodge approved a resolution to suspend the operations of fair oaks lodge until further notice.”