Bethel Manor Inc

“Bethel manor's parent organization, ecumen, manages the rental property of bethel manor and performs various other functions on bethel manor's behalf.”

“The sole member is ecumen, a minnesota nonprofit organization affiliated with the evangelical lutheran church in america.”

“Each member of the board of directors is elected by the board of trustees of ecumen, the sole member.”

“Ecumen, the sole member, must approve any of the following: (a) all amendments to the articles of incorporation and bylaws of this corporation; (b) all capital budgets of this corporation and all corporations, partnerships, and other legal entities directly or indirectly controlled by the corporation, and all major capital expenditures before funds are expended therefor (for these purposes a major capital expenditure shall be defined by the sole member's bylaws then in effect); (c) all operating budgets of this corporation and all corporations, partnerships, and other legal entities directly or indirectly controlled by this corporation, before authorized expenditures may be made therefrom; (d) strategic plans of this corporation and all corporations, partnerships, and other legal entities directly or indirectly controlled by this corporation; (e) the incurring of any long term debt of this corporation and all corporations, patnerships, and other legal entities directly or indirectly controlled by this corporation, other than intra-system or refinancing debt; (f) all human resources and benefits policies of this corporation; (g) any major risk contracting agreements, which for these purposes means any contract which deals with capitation or similar risk bearing concept; (h) any merger, consolidation, or total or partial dissolution involving this corporation; (i) the number of directors of this corporation; and (j) any governance and action of the type set forth in subparagraph (a) and subparagraphs (f) through (i) above as proposed by the board of directors of any corporation, partnership or other legal entities directly controlled by this corporation as a member, shareholder or otherwise, to the extent that the governing documents of such corporation, partnership or other legal entities give this corporation or the board a right of approval over such governance action. With respect to the foregoing, the board shall consult with and cooperate with ecumen. Final decisions with respect to the above listed matters shall be subject to the approval of ecumen and its personnel with the authority to act for and on behalf of ecumen in connection with such matters. As part of its final approval process, ecumen may modify the capital and operating budgets and strategic plans of this corporation as referred to in subparagraphs (b) through (d) above.”

“The form 990 was reviewed by the cfo of ecumen, the sole member, then presented to bethel manor's board of directors for review, then filed with the irs.”

“Bethel manor utilizes its parent company, ecumen's, conflict of interest policy and it applies to all trustees, officers, managers and employees who can influence the actions of ecumen, including those who make purchasing decisions or who have proprietary information concerning ecumen. The conflict of interest policy is distributed to applicable parties annually and a signed conflict of interest disclosure statement is obtained. The policy states that it is the responsibility of the applicable party to disclose a potentially conflicting transaction before it is consummated and to continue to scrutinize their transactions and disclose potential conflicts immediately. The signed conflict of interest disclosure statements are monitored by an h.r. Generalist in the home office and by the vice president of human resources. The vice president of human resources notifies the ceo for disclosures involving employees, unless the employee is the ceo in which case the board chair is notified. The board chair notifies the board or the applicable committee of the board. Disclosures involving trustees are made to the board chair, unless the board chair has a conflict in which case the vice-chair is notified. Controls are put into place to minimize the risk of a conflict. The controls are specific to the potential area of conflict. For instance, if an employee provides daily work direction to a family member, all salary-related decisions for that family member would be assigned to another (non-related) person. During board discussions, the person with the conflict of interest is excluded from the discussion and approval for the conflicting transaction. Other specific restrictions may be imposed, depending on the conflict. A competitive bid or comparable valuation must exist. The board, or duly constituted committee, has determined that the transaction is in the best interest of the organization.”

“All compensation is determined by ecumen, the sole member.”

“The organization makes its governing documents and financial statements available to the public upon request. The organization does not have a written conflict of interest policy because it follows the policy of its parent organization, ecumen.”