Washington and Jane Smith Community Beverly

“The organization has an agreement with washington and jane smith home to oversee its general operations. The initial term of this agreement was for a period of one (1) year. This agreement renews annually thereafter unless terminated in accordance with other terms and conditions contained therein. Furthermore, certain subordination and deferral provisions apply in connection with payment of compensation to washington and jane smith home. Under the terms of the agreement, the organization must compensate washington and jane smith home for services rendered. The agreement also contains a provision to compensate washington and jane smith home for supplemental services it may provide above and beyond those enumerated in the agreement. In addition, the organization must pay washington and jane smith home an additional sum on a monthly basis as reimbursement for washington and jane smith home's overhead expenses related to the organization. Expenses incurred by the organization under this agreement were $1,591,812.”

“In november 2016 the organization changed the bylaws to reduce the number of trustees needed for a quorum from 5 to 3.”

“Washington and jane smith community - beverly has a single class of voting members and the sole member of that class is washington and jane smith home, a related illinois tax-exempt organization, which shall continue from year-to-year as the sole member of the organization.”

“The organization must have approval of its sole member, washington and jane smith home, before electing or removing any of the organization's trustees and officers.”

“The organization shall not take any of the following actions without the approval of the sole member: (1) amendment of the articles of incorporation of this corporation. (2) amendment of the bylaws of this corporation. (3) merger, consolidation or dissolution of this corporation. (4) the creation of any subsidiaries or affiliates of this corporation. (5) adoption of the business plan approved annually by the board of trustees of this corporation. (6) adoption of the annual budget approved by this corporation and any actions taken by this corporation which would or could involve expenditures which exceed one hundred and ten percent (110%) of the approved budgeted amounts for such expenditures. (7) the selection of banking affiliations, accounting firms or legal counsel, as well as approval of the engagement of any consultants not specifically provided in an approved budget. (8) the selection and retention of the executive director of this corporation. (9) the making of capital expenditures or sale of any capital assets by this corporation in excess of fifty thousand dollars ($50,000) unless provided in the annual budget. (10) the selection of the manner and location of investment of any funds. (11) the extension of any loans by or any borrowing by this corporation.”

“The organization's internal management and the finance committee reviews the return with its paid tax preparer. After review, copies of the full form 990 are made available to all trustees prior to filing the return with the irs.”

“Annually all trustees and key personnel are required to complete a disclosure for conflicts of interest. The disclosures are reviewed by the cfo who determines if a potential or actual conflict of interest exists. If a potential or actual conflict of interest exists the trustee is required to recuse themselves from any voting, deliberation, or decision on the transaction at the board level. Furthermore, all vendor payment activity is reviewed by the cfo for vendors that may be related to the filing organization.”

“The organization relies on washington and jane smith home, a related tax-exempt organization to determine the compensation of the organization's top management officials. The compensation committee of washington and jane smith home evaluates and establishes compensation and reviews protocol for the organization's ceo and cfo. Annual compensation comparisons to industry professionals are gathered and reviewed on an annual basis. Decisions are documented in the compensation committee meeting minutes. The last compensation review was completed in november 2016. The ceo of washington and jane smith home determines the annual compensation of all other officers, with the exception of the cfo, by comparing the compensation of each officer and key employees to professionals performing similar services in similar industries on an annual basis. The last compensation review was completed in july 2016.”

“Financial statements are made available to the public. Governing documents and conflict of interest policies are not required disclosures pursuant to internal revenue code (irc) section 6104, and are not available to the public at this time.”

“Nursing management, pharmacy, other consulting: program service expenses 1,048,851. Management and general expenses 9,744. Fundraising expenses 0. Total expenses 1,058,595. Dining services: program service expenses 1,620,227. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,620,227. Rehabilitation services: program service expenses 869,396. Management and general expenses 0. Fundraising expenses 0. Total expenses 869,396. Marketing services: program service expenses 159,148. Management and general expenses 0. Fundraising expenses 0. Total expenses 159,148.”

“Loss on refinance of long-term debt -914,115. Change in fair value of interest rate swap 652,310.”