Young Mens Christian Association of Nashville and Middle Tennessee

“H. Lee barfield ii & lawson allen - family relationship, robert knestrick & walter knestrick - family relationship, kelley beaman & lee beaman - family relationship, carter andrews & rob ivy - business relationship, marty dickens & david locke - business relationship”

“The bylaws define "voting members" to be members of the association board and of each center board.”

“The y has "voting members" who elect the association board (the "governing body") each year. The bylaws define "voting members" to be members of the association board and of each center board.”

“Decisions of the governing body that are subject to approval by the voting members are set forth in tennessee law and include mergers between the y and other entities.”

“The full form 990, inclusive of schedule b donor names and addresses, is provided to the governing body for its review.”

“The y's cfo works with its auditors to prepare the 990. After being reviewed by the cfo, the 990 is distributed to board members via e-mail and/or regular mail prior to its being filed with the irs. Board members are afforded what the cfo believes to be a reasonable amount of time to review the 990. Board members are requested to notify the cfo when they have completed their review. Separately, the y sends the form 990 to each member of its finance committee requesting their review prior to the 990 being filed with the irs.”

“The y has a conflicts committee, which is composed of 3 volunteers. This committee annually distributes a copy of the association's conflicts policy and a disclosure statement to all association board members and senior executives. All such persons must complete, sign and return the disclosure statement. The disclosure statements are reviewed by the conflicts committee. The conflicts committee has full power to evaluate and approve or disapprove any transaction presented as a potential conflict. Board members and senior executives are under a continuing responsibility to notify the conflicts committee about potential conflicts that may arise prior to the distribution of the next annual disclosure statement. In addition, those staff members who are authorized to engage in transactions on behalf of the y must report to the conflicts committee any proposed transactions between the y and an association board member. The committee may approve or disapprove any such proposed transaction. Any member of the association's board who has a potential conflict of interest in a specific transaction under consideration at a board meeting is expected to recuse him/herself from any influence on such action, request the minutes of the meeting note his/her abstention and, where appropriate, leave the room during discussion of the action.”

“The y uses a "pay grade" system for all of its full-time positions, and used the recommendations of a third party compensation firm to establish the range within each pay grade. The actual compensation of the ceo is determined by the board's president/ceo performance and compensation committee which is composed of 3-5 board members. The committee establishes annual goals for the ceo, evaluates his performance against those goals, and uses comparability data in setting his compensation.”

“The compensation of other full-time staff, including executive officers, is determined by each staff person's supervisor, in consultation with the vice president of people services and utilizing the pay grade recommendations from the third party firm.”

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

“Our mission: a worldwide charitable fellowship united by a common loyalty to jesus christ for the purpose of helping people grow in spirit, mind and body. As the region's largest nonprofit dedicated to strengthening community, we're committed to nurturing the potential of children and teens, improving health and well-being and providing opportunities to give back and support neighbors in need. At the y, we're: for youth development we believe that all kids deserve the opportunity to discover who they are and what they can achieve. That's why we engage more than 110,000 youth in our community by cultivating the values, skills and relationships that lead to positive behaviors, better health and educational achievement. For healthy living with a mission centered on balance, our y brings families closer together, encourages good health and fosters supportive connections through fitness, sports, fun and shared interests. Each year, we offer more than 275,000 individuals the opportunity to improve their health and well-being at the y. And with an income-based rate scale made possible by generous donors who support our cause, we ensure that our neighbors don't have to decide between their health and paying their bills. 1 in 4 of our members benefit from charitable subsidy for y membership. For social responsibility our y has been listening to and responding to our communities' most critical social needs for nearly 140 years. We know that lasting personal and social change only happens when we come together to work together and support one another. That's why we're committed to fostering a sense of social responsibility in our community by providing opportunities for people to give back, make meaningful connections with one another and develop the community support and resources needed to meet our region's most critical needs. In 2013, our y engaged 2,868 volunteers and provided $14.1 million in financial assistance and other charitable subsidy so deserving individuals and families could become members and participate in life-changing programs.”

“During 2013, ymca staff and a volunteer task force completed a center sustainability review with the objective of maintaining service and ensuring the long-term fiscal stability of the ymca. The decision was made to cease current operations at three subsidized ymca centers (cool springs effective september 30, 2013, and maury county and oakwood commons effective december 31, 2013). The scottsville center management agreement expired december 31, 2013 and was not renewed. Additionally, land held in mt. Juliet was listed for sale. Land, building, and equipment at the maury county location with a net depreciated value of $3,184,267 was deeded to a successor not-for-profit entity effective january 1, 2014 that will continue to operate the facility. The assets of the scottsville center with a net depreciated value of $3,447,319 were transferred out at december 31, 2013. Property and equipment at oakwood commons and cool springs with a depreciated value of $38,381 were disposed in connection with the restructuring. An impairment loss totaling $1,725,738 was recognized to record the mt. Juliet land at the current listing price. The net depreciated values of the subsidized ymca centers and the scottsville center are included in restructuring costs in the statement of activities for the year ended december 31, 2013. Additionally, the cool springs and oakwood commons facilities were leased under multiple year operating lease agreements. As a result, the ymca recognized $1,524,787 in restructuring costs to accrue future lease payments. Additional costs of $430,878 were incurred related to severance, refunds, and other related costs. The following table summarizes the financial impact of ceasing operations at the centers. Property and equipment carrying value - $ 6,669,967 impairment on mt. Juliet property - 1,725,738 future operating lease payments (oakwood commons and cool springs) - 1,524,787 employee severance and other expenses - 430,878 total - $ 10,351,370”

“Change in derivative liability - 1722966; restructuring costs - -10351370;”