Ohio Living Communities

“Effective august 1, 2014, oprs communities (oprsc), of which ohio presbyterian retirement services is the sole member, 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. As a result, the bylaws of ohio presbyterian retirement services have been updated to reflect this change.”

“Ohio presbyterian retirement services (oprs), an ohio nonprofit corporation, is the sole member of oprs communities (oprsc) 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 oprs communities will be appointed by the sole member, ohio presbyterian retirement services (oprs), through its board of directors, at the annual meeting of the sole member. Nominees to the board of directors of oprsc will be selected and appointed by the oprs board of directors based upon their ability to contribute in terms of expertise and time and their commitment to the oprs mission statement.”

“The code of regulations of oprsc 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 oprsc may also be amended in the same manner. Notwithstanding the foregoing, all amendments to this code of regulations and the articles of incorporation of oprsc must be ratified by oprs 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 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 governing board and all employees of oprsc 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 oprs, a related entity, in conjunction with the oprs 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 oprs parent board, the finance, audit, ethics & compliance committee chair and the human resources 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 is discussed and approved during executive sessions of the oprs parent board meetings. This process is updated annually and reviewed throughout the year during quarterly meetings. The ceo, executive officers (excluding the foundation president), and key employees are paid from and receive w-2's from oprs communities, and are subject to the above process.”

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

“Transferred program funds from oprs foundation 1,092,249. Transferred capital purchases from oprs foundation 1,226,703. Cash transferred to foundation -131,824. Book entry to close out cumulative intercompany accounts to net assets -6,017,252.”