Waverly Care Associates

“Waverly heights, a related public charity, provided management and administrative support services to waverly care from january 1 june 30, 2023. The management fee paid during that period was $580,462. Waverly senior services, a related public charity, provided management and administrative support services to waverly care beginning july 1, 2023. The management fee paid during that period was $461,074.”

“The bylaws were amended effective july 1, 2023. Here is a list of the significant changes: 1. The sole member was changed from waverly heights, ltd., to waverly senior services. (article ii, 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 minimum number of trustees was increased from 3 to 5. (article iii, section 4) 4. Trustees are elected by the member. Previously, directors were elected by the board. (article iii, section 5). 5. The member shall have the power to remove any trustee. Previously, the board had the power to remove trustees. (article iii, section 10). 6. The election of the chair and vice chair is subject to the approval of the sole member. (article iv, section 1) 7. The president, vice president and director of operations, treasurer, and secretary 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 and chief financial officer are subject to approval by the sole member. An individual may hold multiple offices, except that the president, the chief financial officer, and the secretary shall be separate persons. (article v, section 1). 8. 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 v, section 2) 9. Any officer may be removed by the board. Removal of the president/chief executive officer and chief financial officer are subject to approval by the sole member. (article v, section 3).”

“Waverly heights, a related public charity, was the sole member from january 1 - june 30, 2023. Waverly senior services, a related public charity, is the sole member effective july 1, 2023.”

“Trustees are elected by the sole member.”

“The bylaws may be amended or repealed, in whole or in part, or new bylaws may be adopted, either (a) by the sole member or (b) except with respect to matters that are by statute committed exclusively to the sole member, by the board of directors, subject to the authority of the sole member to change any such action by the board of directors.”

“The organization does not have any committees with the authority to act on behalf of the governing body.”

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

“Waverly care's 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.”

“Waverly care does not compensate any individual that meets the irs definition of top management official, officer, or key employee.”

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

“Equity transfer to waverly heights -1,200,000.”