The Virginia Home

“Below are the changes to the bylaws as amended 2/3/16: 1. The board of trustees shall not be less than twenty (20) in number and shall not exceed forty (40) including the president. The numbers before the amendment were twenty-five (25) and fifty (50), respectively. 2. The following section was deleted: the board of trustees shall not exceed fifty (50) in number, the terms of one-third of which shall regularly expire at each annual meeting, and their successors shall be elected for a term not to exceed three years; provided that nothing herein shall be construed to prevent the election of a trustee to succeed herself. 3. The election of trustees section was changed to the following: active members shall be elected to the board by secret ballot on the recommendation of the membership committee. They shall attend monthly meetings, participate on committees and special events and support the virginia home both actively and financially. They will be contacted every three (3) years by the chairman of membership to reconfirm their interest and commitment to the virginia home. They will receive the minutes of the monthly board meetings as well as appropriate committee minutes. The old section read: at each annual meeting the board of trustees shall elect from a slate presented by the nominating committee the officers who are to serve for the ensuing year. The nominating committee, consisting of five (5) members of the board, shall be appointed by the president at least ninety (90) days prior to the annual meeting. 4. When any member of the board of trustees misses three (3) regular meetings within a calendar year, that member may be dropped from membership at the discretion of the executive committee. Before the amendment, "within a calendar year" was not included. 5. It is no longer stated that honorary members don't have duties or payment attached to their position. 6. The executive committee membership section was changed to the following: the executive committee shall consist of the president (who shall be chairman thereof), the first vice president, the recording secretary, the treasurer, the chairman or co-chairman of finance, and 2 immediate past presidents and one (1) member at large appointed by the president. The old section read: the executive committee shall consist of the president (who shall be chairman thereof), the first vice-president (who shall be chairman of the administrative committee), the recording secretary, the treasurer, the chairman or co-chairman of finance, the chairman of development, resident services and building and grounds committees, and three (3) members at large appointed by the president. 7. The committees of the corporation section of the standing and special committees article was changed to the following: committees of the corporation shall be standing and special. A majority of the members of each committee shall constitute a quorum. The president shall designate the necessary standing and special committees. The president shall appoint the chairmen and membership. The exception to the above is the investment committee. The chairman of each committee shall file a written report with the president prior to each annual meeting. A standing committee shall be defined as a permanent committee which aids the board of trustees of the virginia home in accomplishing its mission. A special committee shall be defined as a temporary committee which aids the board of trustees of the virginia home in accomplishing its mission. The new committees shall have a 2 year term which will begin january following the induction of the new president. The old section read: committees of the corporation shall be standing and special. A majority of the members of each committee shall constitute a quorum. The president, with the approval of the board, shall designate the necessary standing and special committees. The president shall appoint the chairmen and membership thereof. The exception to the above is the investment”

“15. The description of the nominating special committee was changed to the following: consists of five (5) members of the board, at least one of whom shall have served the previous year. Members shall be appointed by the president at least ninety (90) days prior to the annual meeting. Responsibilities: secures and presents a complete slate of officers and assistants at the annual meeting. Must be certain that respective officers know the duties of their offices. 16. The description of the appointment of officers was changed to the following: the officers of the corporation shall consist of a president, 1st vice president, other vice presidents, treasurer, assistant treasurer, recording secretary, 1st assistant recording secretary, 2nd assistant recording secretary, corresponding secretary, 1st assistant corresponding secretary and 2nd assistant corresponding secretary. All officers will be presented elected at the annual meeting of the board of trustees and shall hold office for the next two years or until their successors are appointed or until removed by the board of trustees. The old section read: the officers of the corporation shall consist of a president, vice-presidents, a treasurer, a recording secretary, a corresponding secretary, and such other offices as may be elected as provided in section 3 of this article. All officers shall be elected at the annual meeting of the board of trustees and shall hold office until the next regular annual meeting of the board of trustees or until their successors are elected and qualify, or until removed by the board of trustees. Any two offices may be combined in the same person except that the president and the secretary may not be the same person. 17. The description of the removal of officers was changed to the following: any officer of the corporation may be removed summarily with or without cause at any time by the executive committee. Subject to confirmation by the board of trustees, the executive committee may fill any vacancies occurring among the officers of the corporation. The old section read: any officer of the corporation may be removed summarily with or without cause at any time by resolution passed by affirmative vote of two-thirds of the trustees. Subject to confirmation by the board of trustees, the executive committee may fill any vacancies occurring among the officers of the corporation. 18. The description of the duties of the president was changed to the following: the president shall be chairman of the board of trustees and of the executive committee and shall be the principal executive officer of the corporation. The president shall, with the approval of the board or of the executive committee, designate all special and standing committees of the board, appoint the chairmen and members thereof. The president shall preside at all meetings of the board. The old section read: the president shall be chairman of the board and of the executive committee and shall be the principal executive officer of the corporation. She shall, with the approval of the board or of the executive committee, designate all special and standing committees of the board, appoint the chairman and members thereof. The president shall preside at all meetings of the board; and either she or one of the other officers shall sign all contracts, deeds or other papers affecting the monetary interest of the corporation when authorized by the board or executive committee. 19. The description of the duties of the recording secretary was changed to the following: the recording secretary shall have all the normal duties which usually pertain to this office, including the duty of recording all actions taken by the board of trustees and the executive committee. The recording secretary or an assistant secretary shall attend all meetings of the board and the executive committee and shall give notice of action taken by the board or executive committee to the administrator. The recording secretary or designee”

“The form 990 is reviewed by the controller/cfo prior to filing.”

“Board members are required to sign conflict of interest agreements on an annual basis. Each board member is required by policy to report potential conflict of interest situations and the board determines whether or not there is a conflict. Potential conflicts are reviewed at the board level and persons with a conflict are prohibited from participating and/or voting on board's deliberations and decisions.”

“Mr. Crouse's compensation is set by the finance committee annually. The approval of his compensation is documented in the committee minutes. Overally compensation levels for all other employees are determined by the administrator and/or departmental directors under a percentage guideline determined by the finance committee. In the case of the controller, compensation is set by mr. Crouse.”

“Financial statements and/or 990 are submitted to various state governmental and private entities as a matter of compliance and/or practice including, but not limited to, virginia department of medical assistance services, virginia department of agriculture, virginia health information authority, suntrust bank (holder of bond indebtedness) and other potential donors and monitoring agencies. Further documents are available on request.”

“Change in pension obligation -137,311. Increase in value of beneficail int in trusts 26,134.”

“The process has not changed from the prior year.”