The Sarah Community

“Family or business relationships: john o'shaughnessy serves as the organization's corporate financial officer and assistant treasurer. He is employed by the franciscan sisters of mary as the ceo/cfo, one of the five collaborating catholic congregations of religious women of the sarah community. The organization paid the franciscan sisters of mary an hourly rate for time spent by mr. O'shaughnessy attending to organizational business. Mr. O'shaughnessy is not directly compensated by the organization. In 2016, the organization paid the franciscan sisters of mary (fsm) a total of $11,228 for mr. O'shaughnessy's services and minor reimbursable expenses. Sisters fran haarman and judy bell are current directors of fsm, and in that regard have a business relationship with mr. O'shaughnessy.”

“Delegation of control over management duties: st. Andrews management services, inc. Is responsible for both administrative and operational leadership of this facility. All employees are employees of the sarah community, except for four management positions that include the executive director, snf/alu administrator, onboarding coordinator, and person centered care coordinator.”

“Member class and nature of member rights: only one class of members exists. The initial members are persons who occupy the certain positions of the daughters of charity and of the franciscan sisters of mary. Additional members who are members of the elected leadership of religious institutions of the roman catholic church may be added with the approval of the members. Members may resign at any time upon written notice to the organization at is registered office. Each member is entitled to one vote on each matter submitted to a vote of the members.”

“The following are the powers reserved to members: o to determine and maintain the philosophy and identity of the organization; o appointment and removal of directors of the organization,except those that serve ex officio; o approval of amendments to the articles of incorporation; o amendment of the bylaws and approval of amendment to the bylaws; o approval of any borrowing and guaranties by the organization in accordance with policies which may be established by the members; o approval of the purchase or sale or other acquisition, disposition or transfer of real estate, including any interest therein, by the organization, except for real estate received as a bequest or donation and not used in the charitable activities of the organization and with other exceptions which may be established by the members; o to initiate and/or approve any merger,consolidation, organization or dissolution of the organization; o to approve the sale, transfer or other disposition of the voting stock of the organization if before the disposition the organization owned a majority of the voting stock of the organization and after such disposition the organization should not own a majority of the voting stock of the organization, in accordance with policies approved by the members from time to time; and o to determine the extent to which and the manner in which the powers described are to be exercised with respect to any stock corporations of the organization or any non-stock corporation of which the member in accordance with policies approved by the members from time to time.”

“Process used to review form 990: the draft form 990 is reviewed by the management company for accuracy and made available to the entire board. The final form 990 is mailed to the assistant treasurer of the board for review and signature.”

“Monitoring and enforcement of compliance with conflict of interest policy: an annual conflict of interest disclosure is filled out by each board member, submitted and reviewed by the entire board. The member is then excluded in any voting for applicable subject areas.”

“Process of determining executive director compensation: salaries are reviewed annually during the budget process by the executive director and management company's accounting and operations personnel. During this review, salary ranges for all positions are compared with surrounding facilities. The budget is reviewed and approved annually by the board.”

“Process of determining officer and/or key employee compensation: salaries are reviewed annually during the budget process by the executive director and management company's accounting and operations personnel. During this review, salary ranges for all positions are compared with surrounding facilities. The budget is reviewed and approved annually by the board.”

“Public availability of certain documents and policies: the organization makes its governing documents and conflict of interest policy available to the public upon request by mailing a copy to the person making the request.”

“Schedule k supplemental information: part i, line a,b,c column (a): the industrial development authority of the city of bridgeton, missouri part i, line a, column (f): construct and equip senior housing facilities and refund a portion of the series 1998 bonds. The 1998 bonds were originally issued on may 12, 1998. Part i, line a,, column (g): the 2016 bonds refunded all of the outstanding 2011a bonds. However, the 2011b bonds will be outstanding until their maturity of 5/1/2019. Part i, line b, column (f): refund series 1998 bonds. The 1998 bonds were originally issued on may 12, 1998. Part i, line c, column (f): refund outstanding 2011a bonds. The 2011a bonds were originally issued on october 28,2011. Part ii, line 3, column (a): amount does not equal issue price of the bonds due to investment earnings earned during the project period. Earnings on amounts in the debt service reserve fund during the project period are not included in the computation of total proceeds. These earnings have been excluded from the schedule but were allocated to interest on the bonds during the project period. Part ii, line 4, column (a): in connection with the issuance of the 2016 bonds, $790,087.04 from the debt service reserve fund for the 2011 bonds was deposited in the escrow fund established for the advance refunding of the 2011a bonds. The $790,087.04 transferred to the escrow fund is not reflected in the amount reported for gross proceeds in reserve funds. Part ii, line 5, column (a): this amount only includes interest paid from the capitalized interest fund. Part ii, line 11, column (a): this amount represents the portion of bond proceeds used to partially refund the 1998 bonds. Part ii, line 11, column (b): this amount represents bond proceeds used to refund the 1998 bonds and bond proceeds deposited into the debt service interest account and used to pay debt service on the bonds on 11/1/2013. Part iv, line 2(c), column (a): arbitrage computation completed as of 10/1/2016. Part iv, line 5(a), column (a): a portion of the 1998 bonds (approximately $3,000) became transferred proceeds of the 2011 bonds. These proceeds were previously invested in a gic. However, the gic was terminated in may 2013. Part iv, line 6, column (c): the 2016 bonds advance refunded the 2011a bonds. Proceeds of the 2016 bonds are held in a yield restricted escrow fund until the redemption of the 2011a bonds on 5/1/2018.”

“Organization's mission: the sarah community, through the collaboration of five catholic religious congregations of women, provides quality service for the long-term care and retirement needs of their members and the general public with respect, compassion and a spirit of welcoming hospitality.”