Hendorn Inc. Cole Manor

“Business relationships: the following officers and directors are employed by cole memorial, a related organization: - edward pitchford, president, ceo & assistant secretary - ron rapp, vp of finance - michael callahan, do, physician/director - jason tronetti, do, physician/director - christan caramia, md, physician/director”

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

“Governing documents: effective march 1, 2018 an amendment to the bylaws for hendorn, inc. Was adopted by the board of directors pursuant to an affiliation agreement with upmc. Article iii: the sole member of this corporation shall be charles cole memorial hospital, also known as "upmc cole" ("the member"), a pennsylvania nonprofit corporation. The member shall have the rights and powers of a member as set forth in the nonprofit corporation law. In addition, the member shall have those rights and powers set forth in the bylaws or the articles. The rights are further described in the narrative in this form 990, part vi, section a, lines 6, 7a & 7b. Article iv: the business, property and affairs of the corporation shall be managed and controlled by the board of directors, subject to the reserved powers of the member. The board of directors shall be composed of no fewer than six (6) nor more than twelve (12) active directors, who shall be selected for their experience, relevant areas of interest and expertise, and ability and willingness to work in furtherance of the purposes of the corporation, and to participate effectively in fulfilling the boards responsibilities. Other than the ex-officio director, directors shall be elected by the sole member, provided that such election shall be subject to the further approval of upmc, which approval shall not be unreasonably withheld. Any vacancy on the board which results from a resolution to increase the number of directors shall be filled by an election by the upmc cole board of directors. Article v: the officers of the corporation shall be chairperson, vice chairperson, immediate past-chairperson, treasurer, and secretary. The board shall additionally appoint a senior executive who shall be the senior executive of the member. Article vi: the board of directors may, by resolution adopted by a majority of the directors in office and approved by the board of directors of the member, establish one or more committees, each committee to consist of two or more directors of the corporation (and may include non-directors). Article viii: bylaws shall be reviewed yearly by the board, a committee of the board, or the board's designees, to consider any amendments which may be appropriate. During the integration period, all amendments are effective upon joint approval by the member and upmc. Following the integration period, all amendments are effective upon approval by upmc. Article x: any member, director, officer, or committee member having an existing or potential interest in a contract or other transaction shall make a prompt, full, and frank disclosure of interest to the board or committee prior to its acting. The body to which such disclosure is made shall determine, by majority vote, whether the disclosure shows that the non-voting and non-participation provisions must be observed. If so, such person shall not vote on, nor use his or her personal influence on, nor participate in the discussions or deliberations with respect to such contract or transaction.”

“Members: charles cole memorial hospital, also known as "upmc cole," a federally tax exempt 501(c)(3) nonprofit corporation, is the sole member of hendorn, inc. Other than the ex-officio director, directors shall be elected by the sole member, provided that such election shall be subject to the further approval of upmc, which approval shall not be unreasonably withheld. Any vacancy on the board which results from a resolution to increase the number of directors shall be filled by an election by the upmc cole board of directors. The member shall have the following rights and powers: during the integration period, the decisions and actions specified in paragraphs (i) - (viii) below shall require the approval of both the member and upmc. Such decisions and actions may not be taken by the corporation without the separate concurrence of the member and upmc. The member and upmc shall together have the power and authority to make any such decisions and initiate and implement any such actions (and they may, but need not seek, the concurrence or approval of the board of the corporation). (i) approval of operating and capital budgets of the corporation; (ii) entering into new or materially changing existing joint venture arrangements of the corporation; (iii) approval of the terms of any management arrangements with an unrelated third party; (iv) any change in the corporate structure of the corporation; (v) the sale, lease, transfer or joint venture, whether within the system or external thereto, involving substantially all of the assets of the corporation; (vi) the merger, consolidation, divestiture or dissolution of the corporation; (vii) any amendment of the articles of incorporation or the bylaws of the corporation; (viii) sale of any real estate of the corporation; if the member and upmc fail to agree on any of the above matters, the process described in section 10.8 of the integration agreement will be followed. At the conclusion of the integration period, the power to make decisions with respect to those matters described in section 3.2.a above, shall vest exclusively with upmc, except as expressly limited by sections 10.1-10.9 of the integration agreement. The member and upmc may look to the board of directors to provide governance and oversight with respect to matters which may include developing and implementing the goals and objectives of the corporation in the four key areas of (1) quality performance; (2) financial performance; (3) planning performance; and (4) governance performance.”

“990 review process: the form 990 is prepared by an independent accounting firm based on information supplied by upmc cole. The draft 990 is then reviewed by the finance department. It is then presented to the board of director's executive committee for review who upon review and approval submits the full 990 draft to the board of directors prior to filing.”

“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 and are required to complete a conflict of interest statement. The policy and statement were most recently reviewed in july of 2017. The levels at which actual conflicts are reviewed are the compliance officer and governance oversight committee (goc) of the board of directors or president and ceo. Restrictions include: a member of the board/board committee must disclose the existence of his/her financial interest after which a determination of conflict of interest will be made. A voting member of the board of directors or a voting member of any committee whose scope of responsibilities includes compensation, directly or indirectly, is precluded from voting on matters pertaining to that member's compensation. 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. Cole's contracting policy contains a provision for disclosure of a financial interest on the contract routing form. Additionally, the bylaws state that any member, director, officer, or committee member having an existing or potential interest in a contract or other transaction shall make a prompt, full, and frank disclosure of interest to the board or committee prior to its acting. The body to which such disclosure is made shall determine, by majority vote, whether the disclosure shows that the non-voting and non-participation provisions must be observed. If so, such person shall not vote on, nor use his or her personal influence on, nor participate in the discussions or deliberations with respect to such contract or transaction.”

“Compensation determination: a review was conducted in 2017 for president and ceo ed pitchford by yaffe and company in towson, md. The board approved an increase as 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 christan caramia 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. The mission at cole manor is to provide our residents with the highest quality of care possible and 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: $874,469 transfer from exempt related parties”