Villa Nazareth Inc

“The executive committee consists only of directors of the corporation and is composed of the chairperson of the board, the vice chairperson of the board, and the president and chief executive officer, each of whom serve as ex officio voting members of the executive committee, and two members appointed by the board of directors. Except as provided by law, the executive committee shall have and may exercise such powers as may be delegated to it by the board of directors. All actions taken by the executive committee shall be documented in minutes and promptly reported to the board at the next earliest meeting.”

“The sole member of the organization is catholic health initiatives, a colorado nonprofit corporation.”

“The sole member has the power to appoint organization directors, and after recommendation by the board of directors, may accept or reject any individual nominated to serve as a director. The sole member may also unilaterally appoint one or more individuals to the board of directors if the board fails to furnish a list of qualified individuals to serve.”

“The organization's corporate member is catholic health initiatives ("chi"). The corporate member shall have the specific rights set forth in the governance matrix. Pursuant to the governance matrix the following rights are reserved to the chi board directly or through powers delegated to the chi chief executive officer: - substantial change in the mission or philosophy of villa nazareth, inc. - amendment of the corporate documents of villa nazareth, inc. - approve members of the villa nazareth, inc. Board - removal of a member of the governing body of villa nazareth,inc. - approval of issuance of debt by villa nazareth, inc. - approval of participation of villa nazareth, inc. In a joint venture - approval of formation of a new corporation by villa nazareth, inc. - approval of a merger involving villa nazareth, inc. - approval of the sale of all or substantially all of the assets of villa nazareth, inc. - to require the transfer of assets by villa nazareth, inc. To chi to accomplish chi's goals and objectives, and to satisfy chi debts. - adoption of long range and strategic plans for villa nazareth, inc. Pursuant to the organization's bylaws, chi may, in exercise of its approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and the president and chief executive officer of the organization, recommend such other or different actions as it deems appropriate.”

“The return is prepared/compiled by chi's tax department. Once completed it is reviewed by the organization's finance, audit and compliance (fac) committee., the controller/treasurer will review any significant and/or unusual items and will field any questions at the fac meeting. The fac committee will then vote to recommend approval of the return to the full board. An electronic copy of the return is then is sent to each board member for their review to approve. The return is then filed with the appropriate federal and state agencies by chi, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.”

“The conflict of interest policy is covered in "our values and ethics at work" booklet which all employees receive and acknowledge by signing the certification which is part of the booklet. They also participate in an annual learning course about the topic. All board members must sign a conflict of interest disclosure statement annually. When conflicts of interest are considered by the board, the director or officer must disclose all of the material facts to the board. The director or officer does not vote or use his or her personal influence on the matter. However, if requested, such director or officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from board members, as his or her knowledge may be of significant importance. The director or officer shall be excused from the meeting during discussion and vote on the conflict of interest.”

“The organization's ceo's compensation is paid by catholic health initiatives (chi), a related organization. Chi has a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges are reviewed annually in comparison to market data. Chi uses the hay group as the independent third party to assess executive compensation programs and to ensure the reasonableness of actual salaries and total compensation packages. Compensation of the senior most executives is reviewed annually. The hay group reviews both cash and total compensation for overall reasonableness, for adherence to chi's compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review is delivered by hay group to the hr committee of the chi board of stewardship trustees annually at their september meeting and minutes are shared with the full board at the december meeting. The last review was september 18, 2014. In addition, in december 2009, hay group completed a comprehensive review of all positions at the level of vice president and above to determine and validate appropriate compensation levels. These levels have been reviewed annually since and revised based on market data, where applicable.”

“The ceo of the mbo does a market study to determine if the salaries of the senior management team are comparable. This market study is shared with the ceo of the fargo division and a salary range is set for each position. This range is adjusted annually based on the approved percentage increase of the medicaid budget as set by the state of north dakota department of human services. This percentage adjustment is keeping the senior management's salary range marketable. In addition, the division office of chi in fargo and the compensation committee of the board also review and approve the salary ranges of the senior management team. The review and approval of other officers' compensation was last performed in october 2012.”

“The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in catholic health initiatives' consolidated audited financial statements that are available at www.catholichealthinit.org or at www.dacbond.org. Additionally, the organization's governing documents are available on the north dakota secretary of state's website.”

“I. Introduction villa nazareth, inc. Operates two distinct programs, 1) friendship, inc. And 2) riverview place. Friendship, inc.'s origin dates back to 1897 to st. John's orphanage. Over the years the name and the mission of the organization have changed to meet the needs of the community. In 1981, villa nazareth (dba friendship, inc.) was created to serve people with developmental disabilities in a non-institutional, community-based program. Today, friendship, inc. Is one of the largest non-profit private providers of community services to people with developmental disabilities in north dakota. Over 260 people with developmental disabilities are served by friendship, inc. In a variety of vocational and residential programs. Villa nazareth (dba riverview place) is a retirement community for adults 55 and older. Riverview place was formed in 1987 offering 148 independent apartment settings. As seniors began to age in place, an assisted living program was developed and approximately 50 out of the 148 apartments were designated as assisted living. A health service component was added to assist residents with their health care needs. In 2012 an enhanced memory care program was started in response to the more comprehensive needs of residents with memory loss. As of the end of june 2014, 12 apartments are available with this enhanced service and 136 apartments are offered as independent or assisted living. During the fiscal year 2014, villa nazareth provided benefits to low income individuals and the broader community of $180,924 as described below. Approximately 5,200 people benefited from these services. The major components of these community benefits are as follows: benefits for low income individuals: cost of charity care: persons served - 6 community benefit - $65,772 community service targeted for poor: persons served - 506 community benefit - $91,323 total benefits for low income individuals: persons served - 512 community benefit - $157,095 benefits for the broader community: education and research: persons served - 785 community benefit - $10,888 other community benefits: persons served - 7,059 community benefit - $12,941 total benefits for broader community: persons served - 7,844 community benefit - $23,829 total benefits: persons served - 8,356 community benefit - $180,924 ii. Benefits for low income individuals charity care the charity care program was implemented to allow seniors to remain at riverview place and receive necessary services despite their shrinking ability to pay for the costs. As seniors age and life expectancies are exceeded, a few of our residents find their financial means cannot keep pace with costs. In fiscal year 2014, riverview place provided $65,772 to six people in rent expense through our charity care program. Community service targeted for poor as representative payee for 102 individuals supported by friendship, we set up bank accounts and assist with, monitor and reconcile the monthly activity in each account. Fees for these services would ordinarily cost the individuals approximately $40 per month per account. For many of the people supported by friendship, however, incomes are limited to a level that could not support this expense. For this reason we have made a decision to cover these charges. In addition, and for the same reason, we chose not to bill 45 individuals in our minimally supervised living arrangements (msla) program an increase in charges which was determined to be owed to friendship upon audit by the state of nd. The combined total for these services amounted to $50,508 in fiscal year 2014. At friendship, family and community living (fcl) and supported employment are two programs that offer assistance to approximately 102 disabled individuals. These programs are "medicaid waivered" programs. We pride ourselves on serving people with developmental disabilities who are of a more challenging nature. The need to serve the more challenging people in this setting leads to the prog”

“Chi connect depreciation - -9455;”