Capital Area Health Associates

“There is a management agreement between caha and its affiliate, messiah lifeways, for certain management functions, including accounting, hr, administration, information services, etc.”

“Messiah home d/b/a messiah lifeways at messiah village ("messiah village") is the sole member of capital area health associates.”

“In accordance with the bylaws of capital area health associates (caha), the member (messiah village) shall hold an annual meeting to elect the directors of caha.”

“Messiah village, the sole member of the corporation, must approve the following: - borrowings over $10,000; - entering into any leases which would obligate the corporation to make rental payments in excess of $10,000/year; - undertaking any capital expenditures in excess of $5,000; - amending the corporation's articles of incorporation or the bylaws; - selling, relinquishing or otherwise authorizing a change in control of more than 10% of the assets of the corporation; - authorizing fundamental changes to the corporation, including the adoption of a plan of dissolution of the corporation.”

“Management reviewed the form 990 in detail. The form 990 was then posted on the board website for member access and review. During their november meeting of the finance & shared services committee of the messiah lifeways board, the forms 990 of messiah lifeways and each of its controlled entities were reviewed before being filed with the irs. The review was led by the cfo.”

“Annually board members and executive team affirm in writing their awareness and compliance with the code of ethics and conduct policy and conflict of interest policy. All are asked to disclose any conflicts of interest and agree to refrain from participating in any deliberations, decisions, or voting relating to the matter. The policy is monitored by management of messiah lifeways (karl brummer, vp of hr, css & enrichment) by verifying all forms are completed and signed annually. Any violations of the policy will be handled as deemed necessary in accordance with the policy. Any member who intentionally violates the policy may be removed from the board.”

“The messiah lifeways board of directors has a "presidential relations committee" which conducts an annual review of the president. This committee has the same composition as the executive committee. In addition to establishing this committee the board has established a policy to guide the work of the committee. The purpose of the committee is to conduct the annual performance evaluation of the president, review past goals and establish future goals, share a summary of the evaluation with the full board, and recommend terms of compensation to the full board. In determining compensation, the board reviews salary data from various sources such as trade association and healthcare alliances. Regarding other officers of the organization, the president conducts an annual performance evaluation. In determining the officers' compensation, the president reviews salary data from appropriate trade associations and alliances. The board of directors gives final approval of the compensation of these officers indirectly through review and approval of the annual budget.”

“The organization's governing documents and conflict of interest policy are available for inspection upon request. The organization's financial statements are available on its website (www.messiahlifeways.org), and upon request. Additionally the financial statements are incorporated into the disclosure statement prepared for messiah home and messiah family services, as required by the department of insurance. Messiah also posts the audited statements out to the emma website (www.emma.msrb.org)”