St Paul Elder Services Inc

“This committee shall consist of the officers of the board of directors, the immediate past board chairperson shall serve on the committee for a two year term. This committee shall have the authority to accomplish these tasks assigned to it by the board of directors and to transact the essential business of the board that can't await a regular or special meeting of the board provided no action taken at such meetings shall be in conflect with the expressed policies of the board or the authority granted this committee by the board or bylaws.”

“The member of st paul elder services, inc. Shall be the franciscan sisters of christian charity sponsored ministries, inc.”

“The directors are appointed by the member.”

“The following transactions shall be authorized only by vote of the member of the corporation, which vote shall be taken only after considering the advice of the board of directors of st. Paul elder services, inc. Any action taken by the member on any of these matters shall be immediately communicated to the board of directores of st. Paul elder services, inc. A) approval of purchase, mortgage or sale of real estate or lease of real estate by or to the corporation for which it was and is formed and exists. B) approval of borrowing outside the limits established by the member resolution. C) approval of purchase, mortgage or sale of real estate or lease of real estate by or to the corporation for longer thatn one (1) year. D) requirement of a certified audit of corporate funds at any time and approval of the fiscal auditor of the corporation annually. E) approval of all insurance carriers and insurance coverage for the corporation. F) review and approval of capital and operation budgets. G) appointment, evaluation or discharge of the president/ceo of st. Paul elder services, inc. H) appointment and removal of members of the board of directors. I) approval of the creation and dissolution of the corporation or any subsidiary corporations, as well as approval of any merger, consolidation, affiliation, joint venture or other form of corporate reorganization of the corporation or any subsidiary of which this corportion is a member of controlling shareholder. J) amendment of articles of incorporation and by laws of the corporation. K) implementation of appointment, salary negotiation and reassignment process for franciscan sister personnel within the corporation or any subsidiary corporation. L) approval of long-range plans or strategic directions of the corporation. M) the powers stated above and all other powers not delegated in these by laws are reservied to the members, but the member does hereby delegate to the board of directors the authority to operate the corporation as set forth in article iii, section 8 of these by laws.”

“The form 990 is prepared by the cfo, reviewed by the ceo and then provided to the board of directors ellectronically prior to filing with the irs.”

“Each officer and certain associates and volunteers are required to sign an annual conflict of interest disclosure statement. Each potential conflict is disclosed to the president or corporate integrity officer who reviews all documents and disclosures related to the potential conflict. The president renders a decision regarding what action is prohibited or allowed relative to the conflict of interest. Disclosures and decisions are reported to the board of directors via the corporate integrity semi annual executive summary.”

“The ceo's compensation is determined by the executive committee of the board of directors and the president of sponsored ministries. It is based in part on the ceo's performance and attainment of goals set forth for him/her. Comparability data from leading age wisconsin is used with specific comparisons made to organizations three different ways: with similar size, similar annual revenue and similar geographic location. The executive committee of the board meets in closed session to determine annual ceo compensation and memorializes the deliberation and discussion in writing in the form of a letter to the ceo. The ceo's salary has been reviewed and approved by the sponsored ministries, board of directors, who are independent of spes, each year historically as well the salaries of the spes executieve team members are determined based on comparability data from leading age wisconsin, with specific comparisons made to organizations three different ways: with similar size, similar annual revenue and similar geographic region. Executive team salaries are also based on performance, with increases being given based on merit and achievement of expected performance. The ceo of the organization and the director of human resources determine final compensation amounts. Key employee salaries are also disclosed to and reviewed by the board of directors. Salary decisions are documented via performance evaluation and letters to employees that announce their new salaries.”

“The organization makes its governing documents, conflict of interest policy and financial statements available upon written request to the cfo.”

“St. Paul Manor opened in 2016 and is a 24-bed Community-Based Residential Facility that serves individuals living with dementia, as part of our Passages portfolio of memory care services and living options. With a focus on person-centered care and engagement, St. Paul Manor's staff are expert dementia caregivers. Dementia-friendly features make St. Paul Manor the perfect home for those who are no longer able to live independently but do not yet need a nursing home level of care.”