Waverly Heights

“Waverly senior services, a related public charity, provides management services to waverly heights effective july 1, 2023. The management fee paid during this year was $1,972,694.”

“Waverly senior services, a related public charity, is the sole member of waverly heights.”

“Trustees are elected by the sole member.”

“The approval of waverly senior services, sole member and public charity, is required for: (a) the adoption of the corporation's operating and capital budgets, including any deviations therefrom or revisions or amendments thereto; (b) the incurrence of any material indebtedness that is not included in the corporation's operating or capital budgets approved by the member, or any other indebtedness, whether or not included in such budgets, which would require the guaranty or surety of the member; (c) the election or removal of trustees of the board; (d) the amendment, adoption, or repeal of the articles or these bylaws; (e) the approval of a plan of merger or consolidation, conversion, or division, or any other transaction within the scope of the pennsylvania entity transactions law, 15 pa. Cons. Stat. Ann. Sec. 311 et seq.; the creation or acquisition of any subsidiary organization; the acquisition of all, or substantially all, of the assets or business of another entity; or the participation in any alliance, joint venture, affiliation, or other relationship with another entity which would result in a change in control of the corporation or such entity; (f) the sale, pledge, lease, relinquishment, transfer, or other disposition of all, or substantially all, of the corporation's assets; and any changes to the corporation's organizational structure or corporate purpose; (g) the authorization and designation of the corporation's officers to: execute a deed of assignment for the benefit of creditors; file a voluntary petition in bankruptcy; file an answer consenting to the appointment of a receiver; or file an answer to an involuntary petition in bankruptcy; (h) the determination to indemnify a representative; (i) the election or removal of any of the corporation's board officers, the president/chief executive officer or the chief financial officer; or (j) the authorization, approval, amendment, or termination of any management contract(s).”

“The form 990 is prepared by an independent accounting firm and then reviewed by the cfo and controller. The audit committee of the board performs a final review with the independent accounting firm and a then a copy is provided to all members of the board of trustees before filing with the internal revenue service.”

“Waverly heights' conflict of interest policy is reviewed annually to provide guidance to governing board members. All new members sign off on this policy upon appointment to the board. Any possible conflict of interest on the part of the governing board members is required to be timely disclosed upon realization of the potential conflict to the other members of the board and made a matter of record when the conflict becomes a matter of board action. The board makes the decision as to whether a potential conflict is an actual conflict. Any governing board members having a conflict of interest shall not vote or use their personal influence on the matter, even where permitted by law. The minutes of the meeting shall reflect the disclosure, abstention and the quorum.”

“Compensation for the president & ceo, other officers, and key employees of waverly heights is determined by waverly senior services executive evaluation & compensation committee based on the recommendations from an independent consultant. The consultant bases their information on survey data from similar life plan communities and external data. Additionally, any significant adjustments for change and annual adjustments are reviewed and recommended by the waverly senior services executive evaluation & executive compensation committee to the board of trustees. This process was reviewed and approved in 2024. The deliberation and final decision were documented in the board and committee minutes with specific details documented in confidential employee files.”

“The governing documents, conflict of interest policy, and financial statements are made available to the public upon request.”

“Equity transfer from waverly senior services 1,377,167.”