Mira Bella

“Mirabella's board delegates management duties to pacific retirement services, inc.”

“The organization has one member, pacific retirement services, inc.”

“Pacific retirement services, inc. Has the right to vote on the election of directors for the board of mirabella.”

“The member has the exclusive power to take the following actions: (a) adopt, amend or restate the articles of incorporation or bylaws of the organization; (b) adopt, amend or restate the organization's annual budget, long-range plan, strategic plan, or mission statement; (c) approve any merger or consolidation of the organization with another entity, or any partial or total liquidation of the organization's assets; (d) approve the organization's incurring any debt, making any expenditure, or enter into any contract not contemplated by the annual budget, if the dollar amount of such debt, expenditure or contract exceeds the sum of $100,000; (e) make any gifts or gratuitous transfers in excess of $5,000 in any calendar year; (f) create a taxable or tax-exempt subsidiary or affiliated organization; (g) acquire a controlling interest in another entity; (h) appoint outside auditors; (i) appoint a manager to manage the operations of the organization's continuing care retirement community; (j) elect or appoint the organization's directors (including a resident director nominated by the resident council), including the filling of vacancies caused by the death, removal or resignation of a director; (k) elect or appoint a director to be the prs representative director; and (l) remove any of the organization's directors or officers.”

“The form 990 was reviewed by the cfo, assistant controller and the board of directors.”

“The conflict of interest policy and questionnaire are sent to all board members and key employees annually. There are two policies related to conflicts of interest: 1) board of directors; 2)key employees, which identify the purpose, definitions, and procedures. If a conflict is self-identified by a board member or key employee in the questionnaire and/or meeting, procedures are followed and documented according to the policy.”

“A compensation committee of the prs board exists to determine compensation for the executive director of each community. This committee is comprised of the officers of the prs board of directors. The committee has a charter that outlines its duties and responsibilities. It also has agenda elements that describe the activities that the committee undertakes during the year. The vp of human resources provided salary studies from the following resources to the committee relative to executive director compensation: salary.com, payscale.com, 990 review (like size organizations), cemo (chief executive officers of multi-facility organizations) salary study results, and industry state association salary study results based on geographical location. The recommendation for base compensation and bonus are provided by the executive director's direct supervisor (coo or vp of operations).”

“All requests go through corporate counsel.”

“Note that steve brudnick and john larson are leased employees of pacific retirement services, inc. And perform services on behalf of mirabella pursuant to a management services agreement between mirabella and pacific retirement services, inc. Under the management services agreement, their compensation is reimbursed by mirabella. Compensation has been reported in form 990, part vii, section a in order to highlight amounts paid by mirabella, notwithstanding that they are leased employees of pacific retirement services, inc.”

“Change in value of interest rate cap/swap agreement 2,382,621. Changes in interest in net assets of foundation 51,176.”