Community Nurses Home Support Services Inc

“Management control: the organization's non-profit, exempt, parent organization, community nurses, inc., provides management services to community nurses home health support services, inc.”

“Members: elk regional health center, inc. (elk), and penn highlands healthcare (phh) hold certain powers over cni and its subsidiaries, including the election and removal of officers and directors and any and all amendments to the bylaws or other organizational/governance documents. Phh and elk shall have the following powers to respect to the election and removal of directors: prior to the end of phh's fiscal year, the phh board will meet to elect the directors, with the exception of ex-officio directors. At least sixty (60) days in advance of this meeting, elk shall provide to phh's governance/nominating committee (the phh governance/nominating committee) a list of one or more candidates (the number of candidates to be determined in the phh governance/nominating committee's discretion) for each expiring director position, with the exception of any ex-officio directors. The list of candidates shall have been developed by elk in consultation with the board of cni and its subsidiaries. The phh governance/nominating committee shall review each candidate in accordance with the criteria set forth in the phh bylaws, the criteria, if any, set forth in cnhss's bylaws or policies for which said candidate is being considered for board service, and the policies and rules of phh, including, without limitations, the conflict interest policy (all of which shall be referred to collectively herein as the eligibility criteria) and develop a list of one or more candidates for each open position (the number of candidates to be determined in the phh governance/nominating committee's discretion). Once the slate of candidates is nominated by the phh governance/nominating committee, the board of elk shall submit to the phh board for election such slate of candidates for the open board positions. The phh board may elect by a vote of the majority or refuse to elect each candidate submitted by the board of elk and may not elect any candidate not submitted by the board of elk and nominated by the phh governance/nominating committee. The board of phh has the power to remove such director at any time with or without cause. In the event that cnhss desires to fill a vacancy occurring on its board, the phh governance/nominating committee and the board of phh, at the request of elk, shall act to fill such vacancy. Subject to the approval of elk and phh as set forth in the bylaws, the articles and the bylaws may be altered, amended, or repealed and new bylaws or articles my 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.”

“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. A draft of the 990 is thoroughly reviewed by the cfo and ceo and the final return is presented, in its entirety, to the finance committee. It is then provided to the board of directors before being filed.”

“Conflict of interest policy compliance: every year, a questionnaire regarding business and family relationships is given to the board of directors and officers. These questionnaires are then reviewed and any conflicts are brought to the attention of the board. Any board member with a conflict of interest must abstain from voting on any issues related to that conflict.”

“Compensation determination: salaries are reviewed annually during the budget process, compared to the home care salary and benefits report produced by the national association of homecare for reasonableness, and approved by the board of directors. The ceo's and cfo's compensation are specifically approved by the board.”

“Governing document availability: the articles of incorporation are available on the pennsylvania department of state's website. All documents are available to the public upon written request.”

“Mission: community nurses home support services, inc. Is a private duty agency, dual-licensed in home health and home care in northwestern pa. They provide for limited home health services, such as l&d medication management, for those individuals finding it difficult to travel. They provide for home care services such as personal care/bathing, meal preparation, housekeeping, and medication reminders to allow patients to remain comfortably in their homes. For those that desire socialization, our audit day services provide for supervised care and activities to engage the clients both mentally and emotionally. Community nurses, inc. And its subsidiaries believe in providing services along the continuum of care to allow individuals of every age to remain in the comfort of their homes for as long as they so choose.”

“Other changes in net assets: $1,314,428 transfer from affiliate (440) change in beneficial interest in perpetual trusts ----------- $1,313,988”