Methodist Retirement Communities

“Executive committee consists of 6 members of the governing board. The board of directors may from time to time designate members of the board of directors to constitute committees that shall have and may exercise such powers as a majority of the board of directors may determine in the resolution that creates the committee. Such committees shall include the chairperson and the president of the member or an appointee designated by the chairperson and the president of the member. The board of directors may appoint individuals who are not members of the board of directors to any committee; provided, however, that a majority of the committee members shall be members of the board of directors if such committee exercises the authority of the board of directors in the management of the corporation. The president shall not be a member of the executive committee but will attend executive committee meetings as required by the executive committee. The establishment of a committee or the delegation of authority to it shall not relieve the board of directors, or any individual director, of any responsibility imposed by the bylaws or otherwise imposed by law. In the event a committee is not properly constituted or fails to perform, the board of directors shall assume and perform all the rights, privileges and responsibilities of such committee. No committee shall have the authority of the board of directors or the member to: (a) amend the certificate of formation. (b) adopt a plan of merger or a plan of consolidation with another corporation. (c) authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation. (d) authorize the voluntary dissolution of the corporation. (e) revoke proceedings for the voluntary dissolution of the corporation. (f) adopt a plan for the distribution of the assets of the corporation. (g) amend, alter, or repeal the bylaws. (h) elect, appoint, or remove a member of a committee or a director or officer of the corporation. (i) approve any transaction to which the corporation is a party and that involves a potential conflict of interest. (j) take any action outside the scope of authority delegated to it by the board of directors. (k) take final action on a matter that requires the approval of the board or the member.”

“Methodist retirement communities implemented new structures which would include four board meetings a year where all mrc and affiliates business would be discussed, with all affiliate board members included in the mrc boards. United methodist senior services foundation and aldersgate trust updates terms to be three years, consistent with the other entities. Pinecrest and cornerstone have been removed from the quorum, with language updates requiring president and executive director to be part of a quorum at crestview. They are now non-voting memebers who will not be counted for quorum. Bylaws changed to bring alignment by unifying the size of the board across all entities, create mroe consistency by bringing all key terms into alignment, and unify processes.”

“The governing documents for happy harbor senior housing were updated to be in conformance with the governing documents of the other methodist retirement communities affiliates, to remove language specific to the hud 202 program, and the incorporate provisions required under the 223(f) program. Inserted fha project numbers into the amended and restated bylaws, insertion of the then-current board of directors into the amended and restated certification, and other non-substantive corrections.”

“Methodist retirement communities approves appointment of the board of directors.”

“Methodist retirement communities, a related organization, approves appointment of the board of directors. The bishop of the texas annual conference appoints a board member from the bishop's office.”

“Methodist retirement communities, a related organization, has a right to approve or reject any decisions made by the governing body.”

“The management team currently reviews all form 990s prior to filing with the irs. They compare the results to the audited financial statements and review all disclosure information. The 990s are reviewed and approved by the audit committee of the board and also made available to the entire board prior to filing with the irs. The governing body will receive a draft copy of the 990 and will be given a chance to question any and all items prior to the 990 being filed.”

“The coi policy covers board members and executive management. Examples of events considered a coi as described in the policy include: (1) an activity that includes an opportunity for a personal gain (financial or material), (2) an interest or activity that competes with the best interests of mrc or one of its affiliates, (3) the wrongful transfer or disposal of mrc property, (4) inappropriate disclosure of mrc business practices. Any potential coi's disclosed by executives and board members are reviewed by the president/ceo (in the case of executives) and the mrc governance commitee (in the case of board members). Board members are required to refrain from voting on issues that could cause a potential coi. Coi's that are not acknowledged can lead to removal from the board or termination of employment, as applicable.”

“Salary for the ceo, executive director, or top management official is set by the methodist retirement communities (mrc) board, the parent entity. In deciding compensation of other officers or key employees, human resources collects comparability data from industry resources related to all industry-related positions. This is shared with appropriate supervisors or others in approval process. The vp of hr collects comparability data from industry resources related to all industry-related positions. Each location submits recommendations within wage scale parameters to ceo. The ceo approves within board approved budgeted guidelines. W-2's are issued by the parent organization, mrc. The process described here was last completed in 2023.”

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

“The organization is committed to quality living for senior adults in a faith-based environment. The organization takes great pride in being an important part of the broader, local community where it serves seniors and provides local employment in meeting its mission of service ministry to senior adults. The covenant connection with the texas annual conference of united methodists links the organization to its heritage and origin, though the organization openly accepts persons of all faiths and beliefs; with no discrimination toward residents, staff, board members, volunteers, donors, vendors, etc. The organization accepts donations, usually through the mrc foundation, to assist and retain residents who outlive their resources and run low on funds or eventually even out of money through no fault of their own. The organization provides services, programs, activities, care and housing to seniors in independent/residential living apartments, assisted living apartments, specialty memory support suites for those with alzheimer's and other dementias, and skilled nursing & rehabilitation units. The organization accepts medicare & medicaid payments along with private pay and some insurance plans. The organization also opens its doors to periodically provide space use for other local nonprofits, such as lions, rotary, chamber, etc.”

“Consultant fees: program service expenses 34,075. Management and general expenses 235,882. Fundraising expenses 0. Total expenses 269,957. Contract labor: program service expenses 909,875. Management and general expenses 57,874. Fundraising expenses 0. Total expenses 967,749. Professional fees: program service expenses 24,506. Management and general expenses 169,644. Fundraising expenses 0. Total expenses 194,150. Outside services: program service expenses 15,565,838. Management and general expenses 282,018. Fundraising expenses 0. Total expenses 15,847,856.”

“Change in value of interest rate swaps -2,477,753. Change in obligation to provide future services 3,092,000.”

“The organization has a committee which assumes responsibility for choosing the independent auditor and oversight of the independent audit. This process is consistent with prior years.”