Guardian Angels - Elim Home Care Inc

“Resolutions of the board may establish committees from time to time having the authority of the board in the management of the business of the corporation to the extent provided in the resolution or as merely advisors to the board in its conduct of the business of the corporation. Committees are subject at all times to the direction and control of the board.”

“During the year ended september 30, 2022, the organization incurred $240,000 in management fee expense, which consisted of $120,000 each to guardian angels of elk river and elim care, inc.”

“The organization has two members: guardian angels of elk river, inc., a minnesota nonprofit corporation ("gaer"), and elim care, inc., a minnesota nonprofit corporation ("elim"). Each member has one vote on all matters to come before the members. No other members shall be admitted to the organization without the express approval of both gaer and elim.”

“The number of directors shall be six (6). Three (3) directors shall be appointed by gaer and three (3) directors shall be appointed by elim. Each director shall be an adult natural person and need not be a resident of minnesota. One of the directors appointed by each member shall be the current acting chief executive officer of the member. The other directors appointed may, but need not be, officers or directors of either member.”

“The articles of incorporation may be amended, altered, restated, or repealed, to the extent and in the manner prescribed by the laws of the state of minnesota; provided, however, that any such action shall require the affirmative approval of both members of the organization. The bylaws may also be amended, altered, restated, or repealed, and new bylaws adopted by unanimous vote of both members of the organization.”

“Prior to being filed with the irs, a copy of the irs form 990 and related schedules were reviewed by the president and the treasurer, including a confirmation of the accuracy of every answer and oversight of appropriate changes. Upon completion of the president's and treasurer's review, the forms were made available to the board for review prior to filing.”

“Each board member and director fill out a conflict of interest form. If a conflict exists it is addressed by the board and management on a case by case basis.”

“The process used to set top management's annual salary is based on a combination of comparisons to comparable organizations through the use of our trade organization's annual compensation survey and attainment in the current year of predefined performance objectives set for top management personally and the organization. Also, the state of minnesota has in most years determined an amount of pay increase, if any, that can be given to employees and we have also considered this amount in determining top management compensation. This process is normally done prior to the fiscal year start of october 1st each year. The process was last done in october 2021.”

“The organization's governing documents, conflict of interest policy, and financial statements are available to the public upon request.”

“Equity transfer to affiliates -2,000,000.”

“The organization's board of directors assumes the responsibility for oversight of the audit of its financial statements and selection of an independent accountant. This process has not changed from the prior year.”