The Antonian Ltd Co Catholic Senior Housing

“The members of the antonian, ltd. Shall be the bishop of the diocese of allentown, the vicar general, and the secretary for clergy.”

“The members have the right to appoint the members of the board of directors and officers of the corporation and to remove the members of the board of directors and officers for any reason or for no reason.”

“The following powers are reserved exclusively to the members of the antonian, ltd. (the corporation), and no exercise or attempted exercise of any such powers by anyone other than the members shall be valid or of any force or effect whatsoever: (1) to determine the policies of the corporation as they relate to its mission; (2) to amend, revise, or otherwise modify the bylaws and articles of incorporation of the corporation; (3) to purchase, sell, lease, mortgage, transfer, and/or encumber all buildings and real estate in which the corporation has equitable or legal title; (4) to consolidate, affiliate, merge, liquidate, or dissolve the corporation and in the event of liquidation or dissolution, to distribute the assets remaining after all debts and expenses have been paid or provided for, to one or more organizations qualifying for the exemption afforded by section 501(c)(3) of the internal revenue code of the members shall determine; (5) to borrow and/or lend money; (6) to a ppoint the members of the board of directors and officers of the corporation and to remove the members of the board of directors and officers for any reason or for no reason; (7) to appoint the nursing home administrator for holy family manor and to remove the nursing home administrator for holy family manor for any reason or for no reason; and (8) in the event of a dispute, litigation, and/or arbitration concerning the interpretation of the bylaws, the articles of incorporation, or the management and/or governance of the corporation, the sole and exclusive authority to interpret, resolve, decide, and/or settle the same sh all be vested in the members of the antonian, ltd.”

“The draft form 990 will be reviewed on a very detailed basis by the ceo/cfo. The finance committee will present to the board and recommend approval.”

“The board of directors of holy family senior living ("hfsl") have voting rights on matters that come before the governing body. However, the three members of hfsl have the final determination of the vote. The three members of the organization include the bishop of the diocese of allentown, the vicar general, and the secretary for clergy. The board of directors of hfsl are subject to the powers reserved by the three members even though each member on the board of directors has the ability to vote.”

“The antonian, ltd. Annually requires its board members, officers, and key employees to complete a conflicts of interest form. Forms are reviewed by the administrative secretary for any potential conflicts. During board meetings, if an interested party has a conflict, he/she recuses themselves from voting.”

“The antonian, ltd has a compensation committee that meets regularly to deliberate and decide the compensation of the chief executive officer. The compensation committee sets a total pool of funds to be used for salary adjustments for the organization. The ceo implements a process to award salary adjustments throughout the organization. The organization utilizes the leading age salary survey for evaluating compensation to ensure salaries do not exceed fair market value.”

“The financial statements are available to the general public upon request, as well as the organization's governing documents and conflicts of interest policy.”

“The filing entity is an affiliate in a group of which hfsl is considered a common pay agen t for w-2 reporting. Hfsl reports all employees on its form w-3, however each affiliate has employees allocated to that entity. Per irs instructions, employees listed on part v line 2, are those who are employees of this organization. The antonian does not, however, report these employees on a separate w-3 under its own ein.”

“The organization has a finance committee that is responsible for overseeing the audit of the financial statements and selection of an independent accountant. This process has not changed from the prior year.”