Waverly Heights Ltd

“The executive committee shall consist of the chair of the board, vice-chairs, secretary, treasurer, and one additional trustee who is not an officer who shall be elected by the board at the annual meeting for a term of one year. At least one member of the executive committee shall be a trustee who is a resident of waverly heights. The executive committee shall have full authority to manage and control the business and affairs of the waverly heights between meetings of the board, with all of the powers of the board itself, except that it shall not have the power or authority as to the following: (a) the approval of any action requiring the approval of the board on a matter traditionally reserved to a board of trustees of a not-for-profit corporation without voting members under the laws of the commonwealth of pennsylvania, including, without limitation, any transaction governed by the entity transactions law (15 pa cons. Stat. Ann. Sec. 311 et. Seq.); (b) the creation of or filling of vacancies in the board; (c) the adoption, amendment or repeal of these bylaws; (d) the amendment or repeal of any resolution of the board; and (e) action on matters committed by a resolution of the board to another committee of the board. The executive committee was eliminated as of july 1, 2023.”

“Waverly senior services, a related public charity, provides management services to waverly heights effective july 1, 2023. The management fee paid during this period was $828,108.”

“The organization filed articles of amendment to change its name from waverly heights, ltd. To waverly heights, effective july 1, 2023. The bylaws were amended effective july 1, 2023. Here is a list of the significant changes: 1. The sole member is waverly senior services. (article iii, section 1) 2. Approval of the sole member is required for any of these actions (article iii, section 2): 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 the 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 (as that term is defined in article xii of the bylaws); 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). 3. The maximum number of trustees was decreased from 21 to 15. (article iv, section 3) 4. Trustees are elected by the member. Previously, trustees were elected by the board. (article iv, section 5). 5. The member shall have the power to remove any trustee. Previously, the board had the power to remove trustees. (article iv, section 10). 6. The maximum number of residents of the corporation's waverly heights facility who can serve on the board was decreased from 7 to 5. (article iv, section 12) 7. The election of the chair and vice chair is subject to the approval of the sole member. (article v, section 1) 8. The treasurer, secretary and president/chief executive officer positions are now defined as corporate officers rather than board officers. The corporation's chief financial officer is defined as a corporate officer. All corporate officers are elected by the board; the election of the president/chief executive officer and chief financial officer are subject to approval by the sole member. An individual may hold multiple offices, except that the president/chief executive officer, the chief financial officer, and the secretary shall be separate persons. (article vi, section 1). 9. Unless another date is specified by the board at the time of election, each board officer shall serve for a term of one (1) year beginning on january 1 following election and until a successor is elected or until his or her earlier death, disability, resignation or removal. Officers shall be eligible for re-election. The term of any officer who is an employee of the corporation shall not extend beyond such officer's employment by the corporation. (article vi, section 2) 10. Any off”

“Effective july 1, 2023, trustees are elected by the sole member.”

“Effective july 1, 2023, waverly senior services, a related public charity, elects the board.”

“Effective july 1, 2023, the approval of waverly senior services, a related 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 (as that term is defined in article xii of these bylaws); (i) the election or removal of any of the corporation's board officers (as hereinafter defined), 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 2023. 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.”