Hendorn Inc. Cole Manor

“Management duties: cole memorial, the organization's parent company, provides management services to the organization.”

“Significant changes to bylaws: the following significant changes were made to the organization's bylaws during the fiscal year: the bylaws now state the corporation has no members. The following powers are reserved to the board of directors of cole memorial hospital: - to elect and remove, with or without cause, any and all directors of the corporation. - to fill vacancies with respect to any and all officers of the corporation. - to address conflict of interest issues and ethics policies of the corporation. - to approve all annual operating and capital budgets of the corporation (including all amendments thereto) and all unbudgeted expenditures in excess of $50,000. - to approve all strategic plans and investment policies of the corporation. - to select and oversee the work of the independent auditors and legal counsel of the corporation. Specific duties of the president and ceo were removed and are now shown as "such duties and authority as are customarily required by that position". The president and chief executive officer of cole memorial is specified to also serve as the president and chief executive officer of hendorn. The governance oversight committee was formed and is responsible for, among other functions: - overseeing audit and finance functions. - providing independent judgment and serving as an objective body to monitor the corporation's financial reporting process and internal and external auditing processes. - reviewing and evaluating the audit efforts of the corporation's independent accountants. Specifics regarding the conflict of interest policy have been removed from the bylaws. The bylaws now state the board of directors shall complete a conflict of interest statement annually. Specific instructions have been removed regarding the dissolution of property in the event that the corporation is dissolved, but cole memorial is specifically listed as having the rights to determine the distribution of assets upon dissolution.”

“Members: the directors are elected by the board of cole memorial. Additionally, cole memorial's board reserves the right to approve any amendments to the bylaws, among other powers.”

“990 review process: the form 990 is prepared by an independent accounting firm based on the audited financial statements and information provided by the accounting department of the organization. The 990 is then reviewed by the accounting department and the controller. It is then presented to the governance oversight committee for review. After the governance oversight committee has reviewed, a full copy is distributed to the board of directors prior to the ceo's final signature. The oversight committee will report their review of form 990 to the board of directors.”

“Monitoring compliance with conflict of interest policy: members of the board of directors; board committees; management employees; and medical staff with administrative responsibilities are covered under the conflict of interest policy. The levels at which actual conflicts are reviewed are the compliance officer and governance oversight committee of the board of directors. Restrictions include: a member of the board/board committee must disclose the existence of his/her financial interest. A voting member of any committee whose scope of responsibilities includes compensation matters and who receives compensation, directly or indirectly, from the hospital for services is precluded from voting on matters pertaining to that member's compensation. Physicians who receive compensation, directly or indirectly, from the hospital, whether as employees or independent contractors, are precluded from membership on any committee whose primary scope of responsibilities includes compensation matters. A management employee, or a medical staff member with administrative responsibilities must disclose to the senior leader the existence of the financial interest and all related material facts.”

“Compensation determination: a review was conducted in 2013 for president & ceo edward pitchford by 3c compensation consulting consortium, llc, located in pittsburgh, pennsylvania. The board would have to approve any increase recommended by the governance oversight committee.”

“Document availability: the organization's conflict of interest policy and governing documents can be viewed onsite through a written request to the organization's corporate compliance officer. Requests for financial statements and 990's are forwarded to the finance / accounting department and are open for public inspection.”

“Board member compensation: no board members receive any compensation for their director duties. Michael callahan, jason tronetti and kalliopi nestor are compensated by cole memorial, a related organization, as physicians.”

“Organization's mission: hendorn, inc provides assisted living for older adults in coudersport, pa, through the operation of cole manor, a residential facility. In-home personal care is also provided through the homemaker program. Our mission at cole manor is to provide our residents with the highest quality of care possible. To enhance our resident's quality of life by creating a home-like setting that fosters independence, dignity and choice. We continually strive to improve and are committed to our vision: to be the personal care home of choice in the community we serve by delivering quality services in a warm, friendly and home-like setting.”

“Other changes in net assets: $173,765 transfer from cole memorial”

“Governance oversight committee: a governance oversight committee was formed in february 2015. This committee is comprised of at least five voting members of the board with the vice chair of the board serving as chair of the committee. The committee is responsible for, among other functions: -overseeing audit and finance functions. -providing independent judgment and serving as an objective body to monitor the corporation's financial reporting process and internal and external auditing processes. -reviewing and evaluating the audit efforts of the corporation's independent accountants.”