Wrc Pennsylvania Memorial Home

“Doing business as: wrc pennsylvania memorial home does business as clifton mckinley health center, the laurels, highland oak at water run, edgewood heights, laurelbrooke personal care, and ridgemont.”

“The service line director shall be an ex-officio, non-voting member of all committees.”

“The board of this corporation shall be comprised of the directors serving on the board of directors of ph-wrc, including any ex-officio directors of that board. Such directors shall assume office in accordance with the procedures of the bylaws of ph-wrc. Unless restricted otherwise in these bylaws, ex-officio directors shall have the same rights as elected directors. The service line director of senior living services shall attend and participate in meetings of the board, but shall not be entitled to vote. The chief executive officer, chief operating officer, and chief medical officer of phh shall be invited to attend all meetings of the board as guests. Newly elected board members will participate in the board member orientation program. Ph-dubois shall be responsible for developing, implementing, and overseeing compliance with the board orientation program. The board shall meet at least annually at dates and timesestablished by the board. The meeting immediately preceding the close of the corporation's fiscal year or such other time as the board may designate by resolution shall be the annual meeting of the board. A review of the bylaws will be conducted at the annual meeting. Special meetings shall be called by the secretary upon the order of the chair or at the written request of a number of directors constituting a quorum of the directors then in office and entitled to vote. All meetings of the board shall be held at the registered office of this corporation unless otherwise designated in the notice. Vacancies occurring on the board of this organization by death, resignation, refusal to serve or otherwise shall be filled by any replacement directors nominated and elected to the board of directors of ph-wrc in accordance with the bylaws of ph-wrc. Each director so elected shall serve the remainder of the term of the director so replaced. The term of office of a director shall be the same as the term for which he or she serves as a director on the board of directors of ph-wrc.”

“See schedule o line 6 explanation above.”

“See schedule o line 6 explanation above.”

“Form 990 review process: the form 990 is prepared by an independent accounting firm based on the audited financial statements and information provided by the accounting department of the organization. The draft form 990 is reviewed by the cfo and the controller. After all suggested changes from the cfo and controller are made, the updated draft form 990 is provided for review to the full board. Any questions or comments from the board are addressed before filing.”

“Monitoring compliance with the conflict of interest policy: penn highlands healthcare, inc. (phh), maintains a conflict of interest policy which applies to all subsidiaries. The conflict of interest policy applies to board members, officers, executive employees, and any other manager or supervisor exercising substantial influence over operations. Each covered person will promptly and fully disclose all material facts of every actual or potential dual interest existing at the time when he/she becomes a covered person, and annually through each phh system entity's disclosure statement, which requests disclosure of relationships, investments, and transactions that may lead to an actual conflict of interest. All completed disclosure statements will be provided to the phh governance/nominating committee. This committee, in consultation with the chairperson or vice chairperson of each phh system entity's board, shall evaluate the completed disclosure statements and determine if there are any conflicts that are so pervasive as to render any covered person ineligible for service. The chairperson of each phh system entity's board will disclose to the full board of said phh system entity all dual interests reported to him or her under the policy and will also make the disclosure statements of all covered persons available to directors at any time during the year. If a potential dual interest arises as a result of a contemplated phh system entity board (or committee) action, the chairperson of said phh system entity's board or the interested person shall, or any other director may, raise the question of the interested person's dual interest. The disinterested members of the phh system entity's board (or committee) will evaluate the disclosures and the material facts relating to the transaction, arrangement, or policy giving rise to the dual interest to determine whether they involve actual conflicts of interest and may attempt to develop alternatives to remove the conflict from the transaction, arrangement, or policy. A covered person who has a dual interest shall not be present for or shall leave any portion of a meeting at which a phh system entity's board (or committee) is voting to determine whether a conflict exists, but may be present prior to the vote to make a presentation to said board (or committee), to disclose additional facts, or to respond to questions. If a phh system entity's board (or committee determines that an actual conflict of interest exists, the interested person shall be so advised and the chairperson of a phh system entity's board or committee shall, if appropriate, appoint a disinterested person or committee or direct management to investigate alternatives to the proposed transaction or arrangement, if this has not already been done. Any interested person who has an actual conflict of interest with respect to the transaction or arrangement does not participate in and is not present for the vote regarding any such transaction or arrangement. If an individual whose company or employer has a business relationship with a phh system entity, but the individual does not have an actual conflict of interest with respect to this business relationship, the individual may nonetheless voluntarily recuse him/herself from voting on any matters related to the relationship.”

“The penn highlands healthcare (phh) executive compensation committee consults with the healthcare consulting firm, yafee & company to obtain comparable data to make recommendations to the board of directors regarding executive compensation. The penn highlands healthcare board of directors is acutely aware of the heightened public scrutiny of executive compensation and the need to consider regulatory compliance when setting executive pay. Compensation reviews are done on a continuous basis. Compensation determinations of phh employed officers are made by the phh compensation committee. Compensation determinations of certain employed officers are also reviewed and aproved by the phh compensation committee and shared with the compensation committee or board. The compensation committee of phh strive to take the steps necessary to qualify for the "rebuttable presumption of reasonableness" under federal tax law. The phh executive compensation committees are responsible for (1) determining the overall total compensation strategy for all their respective corporate officers, (2) approving all compensation and benefits decisions for corporate officers, and (3) reporting such actions to the phh board on a continuous basis. In addition, the executive compensation committees, as applicable, expressly determine the reasonableness of total compensation and benefits for all corporate officers, and assures that all officer compensation decisions are made after thorough consideration of and comparison to the market practices of other similarly situated not-for-profit healthcare executives in comparable organizations. The executive compensation committees consist of board members who do not have material financial interests that could be affected by the officer compensation decisions made by the committees. The comparability data used to assist the executive compensation committees in their compensation deliberations are compiled by an independent, national compensation consulting firm that is retained by and reports directly to the executive compensation committees. The data collected by the consultant consists of market information for executives in functionally similar positions in similarly situated not-for-profit healthcare organizations. The deliberations and decisions of the executive compensation committees are contemporaneously documented, reviewed and approved by the executive compensation committees, and provided to the board of phh, as applicable.”

“Governing document availability: the organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Board member compensation: no directors receive any compensation for their director duties. Mark norman is compensated as chief operating officer of the penn highlands healthcare system. Greg bauer is compensated as chief business development officer of the penn highlands healthcare system.”

“Professional fees: program service expenses 4,769,087. Management and general expenses 414,703. Fundraising expenses 0. Total expenses 5,183,790.”

“Fixed asset valuation adjustment -5,741,544.”