Ohio Living Foundation

“Ohio living, an ohio nonprofit corporation, is the sole member of ohio living foundation and shall have and exercise all of the rights and privileges of members of a nonprofit corporation conferred under the laws of the state of ohio.”

“The ohio living board of directors has the power to appoint or remove the board of directors of the ohio living foundation.”

“The code of regulations of ohio living foundation may be amended by a majority vote of the directors present at any meeting at which there is a quorum in attendance, provided notice of the meeting and the proposed changes in the code of regulations have been given to all directors no fewer than twenty-one (21) days in advance of such a meeting. The articles of incorporation of ohio living foundation may also be amended in the same manner. Notwithstanding the foregoing, all amendments to this code of regulations and the articles of incorporation of ohio living foundation must be ratified by ohio living in its role as sole member.”

“After management performs a detailed review of the draft 990, the organization delegates the review of the 990 to a board member with sufficient experience to evaluate the content contained therein. The member then reports his/her review findings to the board and finance committee. A draft of the form 990 is posted to the online board portal and each board member is granted access to review and comment. The final issued form 990 is also posted to the board portal prior to filing.”

“The board inquires about conflicts prior to each meeting. Annually a written disclosure is circulated. In order to continue serving, a member must complete the written disclosure. The corporate secretary reviews disclosures for conflicts of interest. If a conflict arises, members must resolve the conflict or be removed from service. The governing board and all employees of ohio living foundation are bound by the conflict of interest policy. The corporate secretary is responsible for determining if a conflict of interest exists. If a conflict of interest arises or is discovered, the individual with the conflict must either resolve the conflict of interest or must not serve in the matter which gives rise to the conflict. Any members involved in a voting matter who have a conflict of interest with respect to that voting matter must excuse themselves by not voting on the matter.”

“The chief human resources officer of ohio living, a related entity, in conjunction with the ohio living executive compensation and evaluation committee (ecec) of the board oversee the compensation of the executive leadership personnel. The ecec is comprised of key board members who include the board chair from each subsidiary board, the board chair from the ohio living parent board, and the finance, audit, ethics & compliance committee chair. The ecec is governed by a charter and meets regularly. Resources used by the ecec include market surveys available through healthcare, long-term care, hospice and home health data collection clearinghouses, consultants such as aon hewitt and other available resources that are in compliance with anti-trust regulations. Decisions involving executive leadership pay are discussed and approved during executive sessions of the ohio living parent board meetings. This process is updated annually and reviewed throughout the year during quarterly meetings. The ceo, executive officers and key employees are paid from and receive w-2's from ohio living, and are subject to the above process.”

“The governing documents, conflict of interest policy, and financial statements are provided upon written request.”

“All w-2s and 1099s are issued from a related party, ohio living, a common paymaster.”

“Book entry to close out cumulative intercompany accounts to net assets -5,648,094. Annuity trust fees -27,652. Annuity fund distributions -337,428. Net assets released -1,528,252.”