Cabrini of Westchester

“The organization entered into a member-substitution agreement in 2024 which resulted in the carmelite sisters inc. Becoming the sole member of the organization and the carmelite sisters for the aged and infirm becoming the sponsor of the organization. The bylaws were amended to reflect the new member and sponsor of the organization as well as detail their powers.”

“The sole member of the corporation shall be the carmelite system, inc., and the sponsor of the corporation is the carmelite sisters for the aged and infirm.”

“The sole member shall appoint the directors of the board, the officers of the corporation, and the members of the finance and audit committee of the corporation, provided however, that the chair of the sponsor shall appoint two directors of the corporation.”

“The sole member shall have the following rights: 1. Approve strategic plans for the organization 2. Appoint and remove the board members, officers, or finance and audit committee members of the organization 3. Approve significant financial transactions the sponsor shall have the following rights: 1. Amend or modify the certificate of incorporation or the by-laws 2. Approve the acquisition, sale, lease, pledge, mortgage or other encumbrance or disposition of any assets of the corporation 3. Approve any plan of merger, consolidation or reorganization of the corporation structure, corporation, organization or program, of the dissolution of the corporation 4. Approve any change in licensure, level of care, bed capacity and types of service of the corporation in conformance with the mission and philosophy of the corporation and the directives.”

“Cabrini of westchester has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the form 990 has been prepared, reviewed by management and is ready to be filed with the internal revenue service, any comments are grouped, summarized, and provided to the outside accountants. Each issue is documented and addressed until the return is finalized and approved for filing. A copy of the return is electronically sent to the board members after the return is filed with the internal revenue service.”

“The conflict of interest policy is applicable to directors, officers, and to all employees who can influence the actions of the organization. Annually, each director, officer, and management employee has to complete a conflict of interest disclosure statement, which will inform the organization of any potential or actual conflicts a person may have. If anything should change after signing the policy, the person is required to notify the ceo or board chair regarding the conflict. Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed: 1. The conflicting interest is fully disclosed; 2. The person with the conflict of interest is excluded from the discussion and approval of such transaction; 3. A competitive bid or comparable valuation exists; and 4. The [board or a duly constituted committee thereof] has determined that the transaction is in the best interest of the organization. Disclosure in the organization should be made to the chief executive officer (or if she or he is the one with the conflict, then to the board chair), who shall bring the matter to the attention of the audit committee of the board. Disclosure involving directors should be made to the board chair, (or if she or he is the one with the conflict, then to the board vice-chair) who shall bring these matters to the audit committee of the board. The audit committee of the board shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to cabrini of westchester. The decision of the audit committee of the board on these matters will rest in their sole discretion, and their concern must be the welfare of cabrini of westchester and the advancement of its purpose.”

“Cabrini of westchester, along with 19 other organizations, participated in an executive compensation and benefits survey conducted by sullivan cotter and associates. All participants are members of the greater new york hospital association and are continuing care organizations. The comparison group indicated for cabrini was local non-profit health care organizations with annual revenues of under $60 million. The survey report was received in may of 2022 and shared with the executive committee of cabrini of westchester. The purpose of providing the report and current salaries of the executive staff was to provide the committee with a comparison of salaries for key positions with similar organizations so the committee could perform its duty to annually review and approve salaries for the ceo and cfo. Other salaries in the report were for management purposes. The results were as follows. Ceo salary compensation falls below the 25 percentile. Cfo salary compensation falls below the 75 percentile and below the mean salary. The coo salary compensation falls below the 75 percentile and less than 2% above the mean. On an annual basis, the executive committee reviews and approves the ceo salary.”

“The organization's form 990 is available for public inspection as required under internal revenue code section 6104. It is posted on guidestar.org and other similar websites. Forms 990 are also available for public inspection upon request. The organization also files an annual cost report with the new york state department of health which contains financial statements and related note disclosures. This cost report is available to the public upon request.”

“Sponsored by the missionary sisters of the sacred heart of jesus, cabrini of westchester is comprised of st. Cabrini nursing home, st. Cabrini home care programs, and cabrini immigrant services. In keeping with the legacy of mother cabrini, each of the programs and services offered by cw are focused on meeting the needs of society's most vulnerable and underserved: the growing population of frail elders and our vast immigrant population.”

“The organization has a committee that assumes responsibility for the oversight of the audit of its financial statements and the selection of an independent accountant. This process did not change from the prior year.”