Riddle Village

“The executive committee shall have and exercise the authority of the board, to the extent permitted by applicable law, between meetings of the board. Meetings of the executive committee may be called at any time by the chair of the committee, by the chair of the board or by any two members of the committee. Notice of special meetings of the executive committee shall be given at least two days before such meeting, but written notice shall not be required. Not standing committee, shall have any power or authority as to the following: (a) the filling of vacancies on the board; (b) the adoption, amendment or repeal of the bylaws or the articles of incorporation; (c) the amendment or repeal of any resolution of the board; or (d) action on matters committed by the bylaws or by resolution of the board to another committee of the board.”

“One director shall be nominated by the riddle health care foundation, and provided that such nominee is otherwise qualified under these bylaws and applicable law, such nominee shall be elected by the board to serve for a term of one year, and shall be eligible for succeeding one-year terms without limit. At all times, a majority of all of the directors shall be non-residents of riddle village. No director, except the director nominated by the riddle health care foundation, may serve more than two consecutive full terms.”

“The form 990 is prepared by an independent accounting firm and then the controller and the president of the board review the form 990 prior to the filing with the internal revenue service.”

“Currently, all members of the board, and directors review the conflict of interest statement on an annual basis. If conflicts arise between the annual meeting they would be brought to the attention of the board at that time. They confirm that they have no such conflict if appropriate. If conflict were to exist, the board as a whole would review each potential conflict and determine the appropriateness of the action. Any board member involved in a conflict would be unable to vote on any action, purchase or decision being made. In addition, each senior management representative signs a similar statement. Directors with a potential conflict are excluded from decision making in that area.”

“Riddle village has a compensation committee as part of the riddle village board of directors. The committee is made up of several independent members of the board who review salary surveys, work performance, completion of annual goals and job descriptions in determining a fair wage for the ceo. They also review coo and cfo positions related to the same areas to give final approval of the ceo's recommendation of their salaries. This process was last performed in october 2024.”

“The organization does not make its governing documents or conflict of interest policy available to the public. The organization's financial statements are distributed to residents and filed with the pa insurance department. The financial statements are also made available to the public upon request.”

“Change in fair value of interest rate swap agreement -1,043,850.”