St Mary'S Villa Nursing Home

“James F. Loftus IV and Renee Loftus, who both served on the Villa's Board of Directors during the period covered by this Form 990, share a family relationship.”

“St. Mary's Villa Nursing Home ("the Corporation") has two classes of Members: the Class A Members and the Class B Member. The Class A Members are persons who, from time to time, serve as General Superior and Council of the Poor Sisters of Jesus Crucified and the Sorrowful Mother ("the Congregation"), and the Class B Member shall be Covenant Health Systems, Inc., a Massachusetts non-profit corporation. The Class A Members shall hold office for so long as she serves as the General Superior or member of the Council of the Congregation. The Class B Member shall serve without limitation unless it shall be removed as such through the amendment of the Corporation's Bylaws.”

“Covenant Health Inc., the Class B Member of the Nursing Home ("the Corporation"), retains the right to elect the Directors of the Corporation and to remove them with or without cause, to increase or decrease the number of Directors, and to fill any vacancy in the Board of Directors.”

“St. Mary's Villa Nursing Home ("the Corporation") has two distinct classes of members: Class A Members and the Class B Member. Both classes of membership retain different rights and powers over the Corporation's governance decisions. Rights and powers retained by the Class A Members over the Corporation's governance decisions are as follows: 1. To approve any change in the written statements of philosophy and mission of the Corporation; 2. To amend and to repeal the Articles of Incorporation and the Bylaws of the Corporation; 3. To approve all plans of merger, consolidation, reorganization or dissolution of the Corporation; 4. To approve the Board approved acquisition, sale or encumbrance by the Corporation of any real estate valued in excess of the amount set by the Class A Member; 5. To approve all debt of the Corporation, not part of the approved budget, in excess of limits set by the Class A Members; and, 6. To ratify the appointment and the removal of the Chief Executive Officer. Rights and powers retained by the Class B Member over the Corporation's governance decisions are as follows: 1. To elect the Board of Directors of the Organization and to remove them with or without cause; 2. To appoint and to remove the Chief Executive Officer; 3. To ratify the Board of Directors' election of the chairperson; 4. To approve all Board-approved long-range strategic plans of the Corporation before their implementation; 5. To approve all Board-approved capital budgets of the Corporation and non-budgeted expenses which are in excess of the amount set by the Class B Member, and to approve all Board-approved operating budgets; and 6. To appoint the Corporation's auditors. Additionally, both classes of membership shall have the right to vote with respect to all matters which by law, by the Corporation's Articles of Incorporation, or by the Corporation's Bylaws require action by the Members, and the Corporation shall not affect any such matters without the approval of both classes of Members.”

“The Form 990 is provided to the governing body for their review and approval prior to filing.”

“This process is the responsibility of the Compliance Officer. A conflict of interest disclosure form is submitted to all leadership, board members, board committee members, employed physicians, medical directors and certain employees in key positions annually to be completed. Reminders are sent to all persons of interest to ensure that all conflict of interest disclosure forms are completed and collected.”

“Any compensation paid to the trustees, directors, officers or key employees of the Organization is subject to the oversight and decisions of Covenant Health, a related tax-exempt organization. Every two-to-three years the Compensation Committee of the Covenant Health Board of Directors engages an external consultant to provide competitive market data from various survey sources, which is then used to develop recommendations for changes to the compensation program. Since 2003, the Compensation Committee has engaged a human resources consultant to conduct this analysis. Objectives of the analysis are to assess the compositeness of the total cash compensation levels of the senior leadership team, develop market based competitive salary ranges for all executive positions, and ensure that the annual incentive opportunities, if there are any, are competitive and reasonable.”

“The Organization's Form 990, governing documents, conflict of interest policy, and financial statements are made available to the public upon request. The Organization's Form 990 is also made available on the website of its parent organization, Covenant Health, at the following web address: https://www.covenanthealth.net/financials”

“Under the guidance of the mission committee, St. Mary's Villa Campus over donated nearly 250 hours of employee time as well as over 2,100 pounds of produce to charitable and community causes, and to food pantries and hunger relief efforts. The donated produce was grown by the Villa on its own campus and through the efforts of staff, volunteers, and residents. The Villa is unable to determine or assign any estimate of value or cost to the donated food, and has therefore reported "$0" on Form 990, Part IX, Lines 1-3, and has also not prepared Schedule I, Grants and Assistance Paid to Individuals and Entities, with this Form 990. The Villa is providing this additional explanation and context for transparency purposes, and to disclose the Villa's continued efforts to mitagate and address health concerns facing its community.”

“The audit process has not changed from the previous year.”