The House of the Holy Comforter

“Heath alliance for care executive committee the executive committee shall consist of seven (7) members, including the president, vice-president, secretary, treasurer, assistant secretary, assistant treasurer, and immediate past president. Five (5) members shall constitute a quorum for the transaction of all business. The executive committee shall meet to transact emergency business between board meetings as is necessary. The executive committee shall have all powers and duties of the board except it shall not have the power to remove or elect a trustee or the ceo or to approve or disapprove the operating or capital expense budgets. However, in times deemed by them to be of emergency, the executive committee may approve expenditures not in the budgets but not to exceed such amounts as currently established by the board. The secretary of the board shall keep minutes of all meetings of the executive committee and send copies of said minutes to all board members. The executive committee meets at the call of the president or upon written request of any other two members thereof.”

“The parent corporation of the house of the holy comforter, heath alliance care, provides board management oversight. Heath village, a related non-profit, also provides accounting services. These services are performed by the cfo (anthony puccio) and business office staff.”

“The corporation shall have one corporate member (the "member") which shall consist of heath alliance for care, inc., a new jersey not-for-profit corporation, or its successor, as long as such corporation shall qualify as an organization described in code section 501(c)(3) or an entity to which contributions may be deductible under code section 170(c)(2).”

“The member's board of trustees shall appoint the trustees of the corporation. Unless otherwise provided by the bylaws of the member, any trustee position not filled at the member's annual meeting and any vacancy, however caused, occurring in the corporation's board of trustees may be filled by the affirmative vote of a majority of the executive committee of the member or the full board of trustees of the member. Unless otherwise provided by the bylaws of the member, any trustee position to be filled by reason of an increase in the number of trustees shall be filled by the member's board of trustees by election at an annual meeting or at a special meeting called for that purpose. The member shall appoint the chairperson. A chairperson vacancy shall be filled by the member.”

“Aside from appointing trustees and the chairperson, heath alliance for care, as the corporate member, shall also determine by resolution the term of office each new trustee who is appointed to the board of trustees of the house of the holy comforter. The member may also remove any officer by a sixty-six and two-thirds vote of the member's trustees. Any changes to the certificate of incorporation and the bylaws are subject to the member's approval. If, for any reason, the board of trustees does not act, its duties may be performed by the member's board of trustees or by an appropriate committee of the member, as determined by the member's board of trustees.”

“The senior accountant, cfo, and secretary/treasurer review the form 990 then the final form is distributed to the board of trustees for their review. The board of trustees then approve the form via email prior to filing.”

“All board members and officers are required to complete the disclosure of possible conflict of interest form on an annual basis. The nominating and corporate governance committee is responsible for distributing, collecting and reviewing all disclosure statements on an annual basis. Board members are required to refrain from discussing, as well as voting on, such matters in which a conflict of interest exists. In some instances, the individual has been respectfully asked to resign from their position on the board as a result of a disclosed conflict. In instances where a conflict or potential conflict of interest exists, the board of trustees must determine by a majority vote of the disinterested trustees present, that the transaction or arrangement is in the organization's best interest and for its own benefit, is fair and reasonable to the organization, and that the organization cannot obtain a more advantageous transaction or arrangement with reasonable efforts. The ceo also reviews the completed forms and retains a file of completed forms after the process of collecting and reviewing them is completed each year.”

“The heath alliance for care board of trustees employs a chief executive officer who is responsible for the management and operation of all affiliates, including this entity, and he is compensated by another affiliate. The ceo's compensation is determined as follows per an executed employment agreement: employee's base salary in each subsequent year of the period of employment shall be reasonably adjusted and the reasonability of such adjustment shall be made based upon the alliance board's evaluation of the employee's performance together with reference compensation data obtained via guidestar for like organizations in the northern new jersey area, and such other relevant salary surveys that may be available from time to time from other independent industry and professional organizations. Upon consideration of relevant salary data of employees performing services commensurate with those performed by employee and the percentage increase given to village management, the nominating and corporate governance committee, or any successor committee (the "committee") of the alliance board, in its sole discretion, subject to approval by the alliance board, may adjust such base salary increases. In addition, his incentive bonus is also compared in the same manner. The director of human resources provides the board with information for similar facilities from guidestar. This was last provided to the board on 6/7/24 for the ceo's last annual review completed at a board meeting on 7/9/24.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“During the fiscal year ending june 30, 2024, the facility served 5 residents. The facility closed on july 17, 2023.”

“Transfer from affiliate 200,000.”