Otterbein St. Marys

“The executive committee is authorized to act for the board of directors between regular and/or called sessions of the board. The executive committee has authority to make all decisions without having to wait and bring the action to the full board.”

“The sole member of the corporation is otterbein lsc, llc.”

“Members of the board of directors shall be elected by the member of the corporation upon nomination by the corporation's board of directors.”

“The following corporate powers and actions may only be taken with the approval of the member after giving consideration to the concerns of the board of directors: 1. The determination and adoption of the corporation's annual operating and capital budgets. 2. The expenditures for non-budgeted items in excess of $25,000 3. Determining corporation administrative and operating staff compensation and benefits. 4. Determining all building programs and the making of certificate of need applications 5. Determining to add or terminate any services 6. The execution of any contract or agreement for financial commitments in excess of that approved in the annual budget 7. The appointment of auditors and legal counsel 8. Employing, evaluating, disciplining or discharging the president and/or treasurer of the corporation 9. The adoption of long-range plans and management objectives, including the execution of any agreement with consortiums, alliances or other organizations. 10. Taking membership in or joining any organization 11. The sale, lease, mortgaging, encumbering. Lease or other disposition of any real property or any personal property of a value in excess of $10,000 12. The management and administration of all legal matters involving the corporation 13. The management and administration of all insurance for the corporation 14. The establishment of uniform employment practices and policies 15. The development and implementation of marketing, public relations and fundraising efforts on behalf of the corporation without prior notification to and approval from an officer of the member unless approved in the annual budget 16. The assumption or issuance of any long-term or short-term debt in excess of an amount determined from time to time by the member 17. The approval of any voluntary merger or consolidation of the corporation of the sale, assignment, mortgaging, encumbering, pledging, leasing or transfer of all or substantially all of the assets of the corporation or the transfer of control of the corporation.”

“The form is provided to and reviewed by the chief financial officer before the form is filed. A complete copy of the 990 is also provided to the board of directors for review prior to filing.”

“In accordance with the by-laws, any possible conflict of interest on the part of any board member, corporate executive, executive director, or adminitrative staff member, or committee members, who are not members of the board of trustees of otterbein homes shall be disclosed to the board and made a matter of record, either through an annual procedure or when the interest becomes relevant to a matter of board action.”

“The independent executive committee of the otterbein homes board of trustees has the responsibility for determining the annual compensation for the officers by the use of industry specific data such as salary surveys from leading age and leading age ohio. The salaries of the key employees are determined by the officers using industry comparative data such as salary surveys from leading age and leading age ohio. The deliberations and decisions regarding compensation are documented. This process was last performed in 2020.”

“The annual report is provided to the public which includes the audited financial statement summary. The governing documents and conflict of interest policy are available upon request.”

“The parent company, otterbein homes, (fein 31-0549058) processes accounts payable payments for all related entities. As a result, the organization is unable to determine the number of 1099s reported by entity. As a result, all 1099s are issued and reported out of the parent company.”

“Change in value of split interest agreement -42,195. Change in minimum pension liability -443,113.”

“The selection and oversight process has not changed.”

“The parent company, otterbein homes, has allocated a portion of the tax exempt bonds that were issued to the parent company. The details of the tax exempt bonds issued to otterbein homes are contained on the schedule k that is filed with the form 990 for the parent company (fein 31-0549058). There is no schedule k for this tax return. This treatment is consistent with prior years.”