Heath Village Inc

“The heath alliance for care, inc. 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, as necessary, to transact emergency business between board meetings. The executive committee meets at the call of the president or upon written request of any other two members thereof. 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 sole member of heath village is heath alliance for care, inc., a related not-for-profit organization that is tax-exempt under section 501(c)(3) of the internal revenue code of 1986.”

“The sole member of heath village is heath alliance for care, inc. As the sole member of heath village, heath alliance for care, inc. Has all the rights of voting members. In addition, heath alliance has the following management powers: election of the corporation's trustees, approval of removal of the corporation's trustees and/or officers by the corporation's board of trustees, and removal of the corporation's trustees and/or officers with or without cause. All of the trustees of heath village shall be appointed by the board of trustees of heath alliance (the non-profit parent corporation). The chief executive officer of heath alliance shall be a trustee of heath village. The heath village resident council may nominate one resident voting member to the board of trustees for a three year term. A majority vote of the current trustees of the heath alliance shall be required for the appointment of said resident member. The president of the board of trustees of heath alliance shall appoint all officers of the board of trustees of heath village for a one-year renewable term from among the trustees of heath village. Vacancies in the board occurring between terms shall be filled for the unexpired portion of the term by a majority vote of the trustees of the heath alliance for care board.”

“The board of trustees of heath alliance for care has authority over the heath village board of trustees on various duties as identified in the heath village bylaws and articles of incorporation. Heath alliance for care is the non-profit parent corporation and sole member of heath village. All members of the board of trustees shall be appointed by the board of trustees of heath alliance for care. The president of the board of heath alliance shall appoint all officers of the board of trustees of heath village. Heath alliance shall employ an executive director of heath village. The executive director shall have full power and authority to administer the daily operations and business of heath village in periods between the regular meetings of the board of trustees. The executive director shall appoint and remove, employ and discharge and recommend the compensation of the employees of heath village, other than the executive director's own. The board shall review, on an annual basis, all consulting contracts or agreements pertaining to the affairs of heath village and present its findings to the appropriate committee of heath alliance with recommendations to renew or not to renew existing contracts or agreements. Any new contract or agreement entered into by heath village shall be presented to the proper committee of heath alliance for recommendation for approval or disapproval. However, should heath village board of trustees consider the legal aspects of such a nature in a given situation that involves more than routine matters, the matter shall be referred to the board of trustees of heath alliance for further legal action to be taken in conjunction with legal counsel. The recommendation of heath alliance shall be presented to the board of trustees of heath village for discussion and approval. If, for any reason, the heath village board of trustees does not act, its duties may be performed by the heath alliance board or by an appropriate committee of heath alliance, as determined by the heath alliance board. Heath alliance has authority to approve the following with respect to resident services: policy development for programs and services, guidelines for recognizing contributions of heath village, and any major changes and/or new policy recommendations including recommendations of bylaw changes. All amendments to the heath village bylaws and/or certificate of incorporation are subject to approval by the board of trustees of heath alliance. Heath alliance has the authority to approve the following with respect to facilities: changes, additions, alternations and expenditures that should be made to maintain the heath village property in good condition, expansion of the facilities, and the final formulation of master plan for heath village. As sole member of heath village, heath alliance has all the rights of voting members, as provided in the new jersey nonprofit corporation act. In addition, pursuant to n.j.s.a. 15a:5-19(b) and notwithstanding any statement to the contrary contained in the bylaws, the following management powers of the board of trustees shall be exercised by heath alliance for care as the sole member of the corporation, except to the extent such management powers are from time to time delegated by the member to the board of trustees of heath village: a. Adoption and amendment of the corporation's certificate of incorporation and/or bylaws; b. Election of the corporation's trustees; approval of removal of the corporation's trustees and/or officers by the corporation's board of trustees; and removal of the corporation's trustees and/or officer with or without cause; c. Approval and monitoring of the corporation's annual operating and capital budgets; d. Approval of any expenditure or incurrence of indebtedness (not included in the corporation's annual operating or capital budgets) in excess of $250,000 (individually or in the aggregate); and e. Approval of the corporation's strategic plans. Heath alliance shall deter”

“The senior accountant, cfo, and ceo review the form prior to filing. The heath alliance for care finance committee reviews the form and approves it via email. Then the final form is distributed to all members of the heath village board 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 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 heath alliance for care 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 the employee and the percentage increase given to village management, the nominating and corporate governance committee, or any successor committee of the heath alliance board, in its sole discretion, subject to approval by the alliance board, may adjust such base salary increases. In addition, her 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 6/4/25 for the ceo's last annual review completed at a board meeting on 7/15/25. No other employee's compensation is determined in this manner. The compensation for the cfo is determined by the ceo upon hire based on the salaries for that position in the area and experience in the field. Raises are awarded at the ceo's discretion upon completion of the annual performance review.”

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

“In addition, they work closely with local colleges and universities, hosting interns at the bachelor's and master's level who are interested in working in the field of social work or counseling within the senior population. The social services department continues to educate patients and residents about the polst (practitioner orders for life-sustaining treatment), advance directive and medical and financial poa. The social workers can assist residents and patients with preparing these documents. This allows the individual to be their own medical advocate, identifies medical treatments that they approve or disapprove of if they are unable to speak for themselves, and reduces the burden on family and caregivers. In addition, the social service department is available to assist patients with completing living wills and designating a medical power of attorney. They also assist residents with the medicaid application and assessment, and complete biopsychosocial assessments for medicare. The social service department continues to assist residents and their family members with staying connected by way of phone, video chat, or in-person visits. For in-person visitation, the department assists family members with obtaining an entrance access card for ease of entering the building for a visit in the long-term care area. The facility provides ipads as a means for residents in the skilled nursing and residential healthcare units to video chat with family members as requested. The health care center has embraced a wonderful enrichment program that incorporates bringing the "out of doors" inside. A dedicated staff of activity professionals enhances nursing care with a program designed to promote interest and enjoyment. During the summer months, residents enjoyed the beautiful courtyards. A fall fun festival was held in october that included a petting zoo, horse show and other entertainment. Other animals visited throughout the year including an employee's goats, various pet therapy dogs and cats, and reptiles and amphibians from zoophoria. Live entertainment continued to be very popular, which included a variety of professional singers, musicians, and dancers. Group activities are held regularly in each household residents gathered to play games, exercise, and participate in parties and special events. Residents also gathered for special lunches in the cafe and at local restaurants. Residents also enjoyed two different gardening activities during the year residents from the independent living area visited the health care center to help plant flower seeds and the garden club of long valley helped residents prepare flower arrangements. The meadows activities department continued it's beloved program called "resident of the month" in which they select a different resident each month to highlight during a social hour for the community. The honored resident gets to share about their life, family, career, marriage, etc. The staff wear the resident's favorite color and the dining room is decorated with that color as well. Their favorite dessert is also served. The activities department also introduced a lemonade party during the year, which adds a special spin to bingo, complete with lemonade and lemon bars. The facility continued to closely monitor local positivity rates and the guidelines and recommendations provided by the cdc and nj department of health concerning covid-19, enforcing the use of ppe, infection control protocols, testing and a screening process as required. Congregate dining and activities were discontinued when necessary in order to stop the spread of covid-19 when residents tested positive. Several vaccination clinics were held at the facility for residents and employees in order to keep everyone up-to-date on their covid-19 boosters. A clinic was also held for the flu vaccine which was open to all staff and residents. Heath village also serves the local community by hosting senior seminars throughout the year, all of which a”

“Change in fair value of derivative financial instruments -826,137.”