Heath Village Inc.

“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.”

“Mary Alice Horn, Trustee on the Heath Village Board of Trustees is married to Norris Horn, Trustee on the Heath Alliance for Care Board of Trustees. Heath Alliance for Care is the non-profit parent corp of Heath Village. This was identified on the Conflict of Interest form completed by Mary Alice Horn on 6/14/16.”

“The sole member of Heath Village is Heath Alliance for Care, Inc. (the "Alliance"), a related not-for-profit organization.”

“All members of the Board of Trustees shall be appointed by the Board of Trustees of Heath Alliance (the non-profit parent corporation). 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 members of the Board of Trustees of Heath Alliance shall be required for the appointment of said resident member. The President of the Board of Trustees of Heath Alliance shall appoint both the Chairperson ("Chair") and the Vice-Chairperson ("Vice Chair") of the Board of Trustees of Heath Village for a one year renewable term from among the Trustees of Heath Village. Both positions shall be included in all counts of Trustees. 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 Heath Alliance.”

“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. Heath Alliance for Care is the non-profit Parent Corporation 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 the Chairperson and Vice-Chairperson of the Board of Trustees of Heath Village. Heath Alliance shall employ an Executive Director of Heath Village. The Executive Director shall report to the Chief Executive Officer of Heath Alliance. The Chief Executive Officer of Heath Alliance shall be a Trustee of Heath Village. Any new contract or agreement that involves an amount in excess of the limits currently established by the Board entered into by the Board of Trustees of Heath Village or Canterbury Village shall be presented to the proper Standing Committee for recommendation to the Board for approval or disapproval. They must also adopt an annual Capital Budget and Operating Budget, which limits any powers otherwise existing to disburse and to contract to disburse funds of Heath Village. If, for any reason, the Heath Village Board of Trustees does not act, its duties may be performed by the appropriate committee of Heath Alliance for Care. 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 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, alterations 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.”

“The Senior Accountant, Controller, and CEO review the form prior to filing. The Heath Alliance for Care Finance and Corporate Development Committee reviews the form at a board meeting. 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 Personnel and Policy 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 with reference to the annual compensation surveys produced by the American Association of Homes and Services for the Aging and the New Jersey Hospital Association 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 Personnel and Policy Committee, or any successor 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 also provides the Board with information for similar facilities from Guidestar. This was last provided to the Board on 6/20/16 for the CEO's last annual review completed at a board meeting on 7/12/16. This compensation determination process is documented in the board minutes. No other employee's compensation is determined in this manner. The compensation for the COO and Controller are both determined by the CEO upon hire. Raises are awarded at the CEO's discretion upon completion of their annual performance review.”

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

“The organization is working on developing a document retention and destruction policy. The organization hopes to have a final policy in place by 6/30/17.”

“Change in fair value of derivative financial instruments 60,085.”