Community Nurses Home Health & Hospice Inc

“Penn highlands healthcare (phh), penn highlands elk (ph- elk) and community nurses, inc (cni) hold certain reserved powers, including the approval of the election and removal of officers and directors and approval of any and all amendments to the bylaws or other organizational/governance documents. Phh, ph-elk, and cni shall have the following powers with respect to the election and removal of directors: the board of this corporation shall be comprised of the directors serving on the board of cni, including any ex-officio directors. Such directors shall assume office in accordance with the procedures of the bylaws of cni. Ph-elk is responsible for oversight and compliance with the board orientation program. An officer's term of office shall automatically terminate upon resignation or removal as an officer at cni. Any vacancies shall be filled by any replacement officer elected or appointed to the office in accordance with the bylaws of cni. Subject to the approval of phh, ph-elk, and cni as set forth in the bylaws, the articles and the bylaws may be altered, amended, or repealed and new bylaws or articles may be adopted by the affirmative vote of two-thirds (2/3) of the board. Written notice of the intent to amend the bylaws or the articles and a draft of the proposed change shall be sent to all directors, by the secretary, at least five (5) days prior to any meeting at which amendment of the bylaws or the articles is intended.”

“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.”

“Question 15a and 15b are answered "no" in accordance with the form instructions as the filing organization does not directly compensate officers or key employees. Compensation of the officers and key employees of the filing organization is handled by the parent organization, penn highlands healthcare, inc. 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.”

“Mission: community nurses home health and hospice, inc. Is a home health licenses, medicare certified organization providing skilled nursing, therapy, nutritionist, social work, home health aide, and hospice services to those in need of health services in order to remain in the comfort of their homes. Nurses specially trained in iv, wound, and hospice, along with physical, occupational, and speech therapists utilize the latest technology in telehealth, inr, wound care, and sonogram to provide for patients of all ages. After discharge, contact is maintained with the patient through post-discharge phone calls and our senior outreach program. Our hospice staff provides for end-of-life care whether the patient decides to remain in the home, hospital, or nursing home setting. Support and bereavement services are also provided for the family, along with group bereavement events, such as the butterfly release memorial service and camp flutterby, a two-day grief camp for children. These services are provided by dedicated staff twenty-four hours per day, and no one is turned away because of inability to pay.”

“Program service accomplishments: additional community outreach programs include the annual flu injection clinics at the area senior centers and the senior outreach program to provide contact with isolated seniors and also common household supplies if the client so needs.”

“Contract labor: program service expenses 2,939,237. Management and general expenses 363,277. Fundraising expenses 0. Total expenses 3,302,514. Outside services: program service expenses 65,478. Management and general expenses 8,093. Fundraising expenses 0. Total expenses 73,571.”

“Default payroll -9,519. Transfer to affiliates -10,450,000.”