Birch Hill Terrace

“The executive committee shall consist of the chair, the vice-chair, the treasurer, the secretary, and the executive director who shall serve as an ex-officio non-voting member. The executive committee shall have and exercise the power and authority of the board of directors (the board), subject to trwg's reserved powers, in the management of affairs of bh during intervals between meetings of the board; provided, however, it may not: (a) approve dissolution, merger or the sale or transfer of all or substantially all of bh's assets; (b) elect, appoint or remove directors or fill vacancies on the board or on any of its committees; (c) adopt, amend or repeal the charter or the bylaws of bh. The executive committee shall report its deliberations at the next board meeting. The executive committee shall meet at the call of the chair or of any two (2) directors thereof. Members of the board of trustees will not receive compensation for their services as trustees; however, a member of the board of trustees may receive reimbursement of direct out-of-pocket expenses for efforts made on behalf of bh.”

“The riverwoods group (trwg), a related party, provides oversite to the overall framework of bh. Trwg primarily provides administrative services to bh which do not involve any significant managerial decision making, but trwg does have ultimate authority and responsibility for bh's budget. For the year ended june 30, 2019 bh paid trwg a management fee of $325,083 and it fees of $152,000 for all services rendered during the tax year.”

“Trwg, an irc section 501(c)(3) supporting organization, is the sole member of bh.”

“The board of trwg has the right to appoint one-third of the trustees of bh and to elect two-thirds of the directors which have been nominated by the bh board.”

“Trwg has the following reserved powers over bh: (a) determine the compensation for the ceo, based on input from the board and the trwg ceo and subject to the terms of any employment agreement; (b) recruit in conjunction with the board and select or approve the selection of a successor ceo; (c) approve the termination of the ceo if recommended by the board; (d) terminate the ceo after obtaining input from the board and, if the board objects, upon a two-thirds vote of the trwg's board; (e) reallocate "available assets", after the opportunity for objection by the board and, if the board objects, upon a two-thirds vote of the trwg's board the following actions by bh must be approved by the trwg's board before they can become effective: (f) removal of a member of the board of directors; (g) final adoption of, and any approval of a material deviation from the annual and any revised operating and capital budgets; (h) transfer to any person or organization with or without consideration, during any twelve (12) month period of any tangible, intangible or mixed assets with a value in excess of $100,000, other than permanently restricted funds; (i) any single incurrence, or cumulative incurrences in any twelve (12) month period, of indebtedness in excess of $100,000 unless included in an approved budget; (j) sale, lease or exchange of all or substantially all of the assets of, or the statutory merger, consolidation, corporate division, dissolution, or liquidation of bh or any subsidiary; (k) appointment of a firm of independent public accountants to conduct an independent audit of bh's financial statements or a special project which materially impacts assets, revenues or operations; (l) acquisition by bh of substantially all of the assets of another entity; (m) affiliation or participation by bh in a key strategic relationship, with an organization that is not affiliated trwg; (n) elimination or addition of any line of business or any service or program with actual or projected revenues in excess of one percent (1%) of the total budgeted revenue; (o) amendment of the articles of agreement, bylaws or other governing documents or financial impact on another participant organizations or the system as a whole, or impact the obligations of bh under any agreement between participant organizations; and (p) the exercise of bh's reserved powers over its subsidiaries”

“The form 990 is prepared by an independent accounting firm. Bh has authorized review of the form 990 to the trwg audit committee. Draft copies were distributed and reviewed by trwg audit committee prior to filing at the meeting which was held on october 31, 2019. After review by trwg's audit committee, a full copy of the final form 990 was posted to bh's board portal, providing the bh board the opportunity to review final drafts prior to filing.”

“Each member of the board, prior to taking his or her position on the board and annually thereafter, shall complete the "pecuniary benefit transaction questionnaire and submit it to the chair of the board or his designee. The chair and appropriate employees of bh and its subsidiaries shall become familiar with the contents in order to recognize those persons or business entities which would present issues under this policy. If bh or a board officer or director becomes aware of a potential or proposed pecuniary benefit transaction between bh or a subsidiary and the director or relative or related business, the director or bh shall examine the proposed transaction to determine if it is covered by the policy.”

“Executive director compensation is reviewed by the ceo of trwg and approved by the bh board during the annual budgeting process. This process and final determinations are timely documented in the board minutes. The trwg ceo uses salary surveys, form 990s of other like organizations and internal equity to set the salary proposal. Compensation was formally reviewed through a salary survey in 2018.”

“Bh's governing documents, conflict of interest policy and financial statements are available upon request.”

“Change in the fair value of interest rate swap agreements -418,236.”