Cabrini of Westchester

“There shall be ex-officio members of the corporation who shall be divided into two classes, class a and class b, which may appoint additional members to a third class, class c, in accordance with subsections (b) (i) and (ii), as follows: (a) class a shall be comprised of that individual who holds the office of provincial (hereinafter the "class a member or "provincial ") of the missionary sisters of the sacred heart of jesus, stella maris province or its canonical successor (hereinafter the "religious institute"). The class a member shall be a voting ex-officio member of the corporation. Class b shall be comprised of those individuals who hold the office of provincial councilors (hereinafter the "class b members or the "councilors") of the religious institute. The class b members shall be voting ex-officio members of the corporation. The class a members and the class b members are collectively referred to as "ex-officio members." (b) the ex -officio members may from time to time by a majority vote appoint members of class c as follows: (i) a non-council member of the religious institute may be appointed to sit as a voting member of this corporation for a term to be set by the appointing ex-officio members, which term shall be stated in the appointing resolution. The class c member so appointed (hereinafter the "class c missionary sister member") may be removed, with or without cause, during said term by a resolution adopted by the ex-officio members; and (ii) in addition to the class c missionary sister member, the ex-officio members ex-officio members may, from time to time, appoint a trustee, including honorary trustees, as a voting member of class c (hereinafter referred to as "class c trustee member. ") if the ex -officio members adopt a resolution providing for a class c trustee member, the ex-officio members may appoint a class c trustee member with a vote for a one (1) year term. If the ex -officio members exercise the right to appoint a class c trustee member pursuant to the provisions of this subsection (b) (ii), the appointment shall be made and become effective at an annual meeting of the members pursuant to article v, section 1 of these bylaws and shall terminate at the end of the business day immediately prior to the next annual meeting following the effective date of office in the appointing resolution. (c) the ex-officio members, the class c missionary sister member, if appointed pursuant to subsection (b) above; and the class c trustee member, if appointed pursuant to subsection (b) above, collectively shall be referred to in these bylaws as the "members." (d) the provincial and the provincial councilors shall serve as ex-officio members of the corporation during their term in office as provincial and members of the provincial council of the religious institute. Members ceasing to function as provincial or as members of the provincial council shall cease to be ex-officio members of the corporation. A certified resolution of the secretary of the religious institute naming the validly elected and canonically installed provincial and provincial council shall be binding in this matter. The appointment or reappointment of either or both of the class c missionary sister member and/or the class c trustee member shall require the affirmative action's of the ex-officio members at each annual meeting. Failure of the ex-officio members to take action by resolution annually shall mean that there is no class c missionary sister member or class c trustee member, as the case may be, for the year following the annual meeting at which the appointment or its renewal was to have been taken by a resolution. For purposes of taking corporate action for appointing members pursuant to section l(b), all power shall be vested solely in the ex-officio members.”

“The missionary sisters of sacred heart of jesus have the power to elect members of the governing body after the nominating committee sends them a nomination for the board.”

“The members have the right to amend the by-laws and certificate of incorporation, and approve substantial transactions.”

“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, it is electronically sent to the board members of the organization for any comments. Any comments are then grouped, summarized and provided to the outside accountants. Each issue is documented and addressed until the return is finalized and approved for filing.”

“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 ccnr. 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 ccnr and the advancement of its purpose.”

“In august of 2015 cabrini of westchester joined with 18 corporate entities comprising 28 total long term care facilities to participate in an executive compensation and benefits survey conducted by sullivan, cotter and associates. All participants are not-for-profit and all are members of the continuing care leadership coalition. (cclc), the long term care arm of greater new york hospital association (gnyha). Data gathered was for july, 2015. The report of the survey was received in october, 2015 and shared with the trustees of the cabrini of westchester (cw) at the december meeting of the board on december 16, 2015. The purpose for providing the sullivan cotter report and the current salaries of executive staff of cw was to provide the trustees with a comparison of salaries for the ceo, cfo, and coo/administrator positions in organizations similar to cabrini of westchester so that the board could perform its duty to annually review and approve the salaries of the ceo and cfo. Other salaries were provided for information only. The comparison group indicated for cabrini of westchester was for organizations with net revenue in the $40-60 million range. The ceo and coo's compensation falls below the 25th percentile and the cfo's compensation falls below the 75th percentile. In addition, any increase for these positions, if given, are limited to the same percent increase granted to all non-union staff and must be approved by the board of directors. Such approval is documented in the minutes of the board meeting.”

“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 and 1023 are also available for public inspection upon written request at 115 broadway, dobbs ferry, ny 10522. 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.”

“The organization's governing documents, conflict of interest policy and financial statements are available for public inspection upon written request at 115 broadway, dobbs ferry, ny 10522.”

“Sponsored by the missionary sisters of the sacred heart of jesus, cw is comprised of st. Cabrini nursing home, st. Cabrini long term home health care program, st. Cabrini certified home health agency, monsignor terrence attridge adult day health program 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 oversight of the audit of its financial statements and selection of an independent accountant. This process did not change from the prior year.”