Sarah Moore Health Care Center Inc

“Effective august 1, 2014, oprs communities (oprsc) became the sole member of sarah moore health care center, inc. Pursuant to a consummated member substitution agreement whereby oprsc replaced the existing board of directors as the member of sarah moore.”

“Oprs communities is the sole member of sarah moore health care center, inc. 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.”

“Directors of sarah moore health care center, inc. Will be appointed by the sole member, oprs communities, through its board of directors, at the annual meeting of the sole member. Nominees to the board of directors of sarah moore health care center, inc. Will be selected and appointed by the oprs communities board of directors based upon their ability to contribute in terms of expertise and time and their commitment to the oprs mission statement.”

“Effective august 1, 2014, oprsc became the sole member of sarah moore health care center, inc. Pursuant to a consummated member substitution agreement whereby oprsc replaced the existing board of directors as the member of sarah moore.”

“On august 1, 2014, the reporting organization had been acquired by oprs communities and the board of the reporting entity had been dissolved. Oprs communities has implemented a process, going forward, which includes the release of the form 990 to the oprs communities board for their review. The ceo and cfo of oprs communities have approved this process. A draft of the form 990 is posted to the online board portal prior to filing and each board member is granted access to review and comment. Due to timing of preparation, complicated by sole member substitution during the tax reporting year, and need to file by extension due date, oprsc standard process was not able to be implemented. Cfo/treasurer of oprsc board approved the transition year process.”

“In connection with any actual or possible conflict of interest, all interested persons (director, officer, etc.) must disclose the existence of any financial interest/conflict and be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest/conflict and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. In addition, each interested person shall annually sign a statement which affirms that such person has read, understands, and is in compliance with the policy.”

“Although a policy is not yet in place for the review of officer compensation, the board has been informed of such practices and is working towards developing a policy, which would include independent approval, comparability data, and contemporaneous substantiation of the decision-making process.”

“The governing documents, conflict of interest policy and financial statements are available to the public upon request.”

“Change in fair value of swap agreement -290,365. Revaluation of assets due to oprsc acquistion -1,732,538.”