Porter Hills Presbyterian Village

“Brio Living Services (UMRC/Porter Hills) is the sole member of Porter Hills Presbyterian Village.”

“During the first five years beginning on March 1, 2019, Porter Hills Prebyterian Village will elect 2 board members. United Methodist Retirement Communities will elect 4 board members and Westminster Presbyterian Church will elect 1 board member.”

“As the sole member of the corporation, brio living services shall be entitled to all rights and powers of a member under michigan law, including the following rights and power to: (a) approve the strategic plan and planning process of the corporation (including without limitations, additions, deletions or significant modifications of services), with approvals conditioned upon whether the plan and the planning process fulfills the mission and objectives of the corporation and the collective mission, objectives and strategic plan of brio living services, and its subsidiaries and affiliates; (b) approve all operating and capital expenditure budgets of the corporation; (c) periodically review and evaulate the operating, financial and other performance of the corporation; (d) appoint the auditors of the corporation; (e) establish limits beyond which the approval of the board of directors of brio living services will be required for (i) capital expenditures, (ii) short term, long term, and alternative indebtedness and obligations (including guarantees, leases, encumbrances and disposition of land, building and equipment by the corporation); (f) establish policies required approval of brio living services of affiliations, joint ventures, and other business relationships of the corporation; (g) establish such other policies as may be deemed necessary or desirable by brio living services to fulfill its responsibilities as they pertain to the corporation, including policies establishing standards by which actions of the corporation requiring approval of brio living services shall be reviewed; (h) approve any dissolution, liquidation, merger or consolidations of the corporation.”

“The form 990 is prepared by the Director of Finance and reviewed by the CFO prior to filing with the IRS. A redacted copy of the return is sent to the Board of Directors for comment prior to submission to the IRS.”

“Brio living services expects its employees and trustees to conduct the business of brio living services in a legal and ethical manner, observing the highest standard of integrity and business ethics when acting on behalf of brio living services, these individuals should act solely for the benefit of the organization. Each employee and trustee should avoid any financial relationship or other situation which represents a conflict between brio living services interest and other personal interest of the individual. The brio living services policy on the conflict of interest is distributed annually to members of the brio living services board of trustees, brio living services president and ceo, and the brio living services administrative staff, including department heads and central supply staff. At the time of the distribution of the policy, each person will be given the opportunity to disclose real or potential conflicts of interest, which will be kept confidential. Disclosures of any potential conflicts of interest by trustees, and/or staff are forwarded to the governance committee for review. Any transactions between brio living services and an entity affected by a conflict of interest of any brio living services employee or trustee shall not be void but shall be valid if 1. The transaction is fair and reasonable 2. The material facts of the conflict are disclosed to the board of trustees 3. The transction is discussed and voted upon by the board or committee outside the presence of the affected individual 4. The transaction is approved and 5. The minutes of the board or committee reflect compliance with the policy. Individuals with a conflict are not permitted to be present during discussion or any vote regarding a conflict of interest. Any trustee of the brio living service board who becomes aware of a relationship that does, or might, constitute a conflict of interest after completing and signing this form must file an updated form.”

“Approximately every three years, brio living services hires an independent consultant to perform a compensation study. A consultant was engaged in 2024 and the study will be done in 2025. In interim years, brio living service uses industry standard compensation studies from various sources. All findings are documented and presented to the compensation committee of the brio living services board of trustees along with an annual evaluation of the ceo's performance and goals for the coming year. The compensation committee is documented in the organizations board minutes.”

“Once requested financials will be made available.”

“Other expenses is made up of consultant and agency for the company.”