Mirabella at South Waterfront

“Mirabella at south waterfront's board delegates management to pacific retirement services, inc.”

“The following significant changes were made to the former 7/24/14 mbp bylaws: 1. Amended article iv section 2 to remove requirement that the directors have to be elected at the annual meeting of the member; 2. Amended article iv section 9(i) to specify the members approval to elect and remove the corporation's directors includes the resident director; 3. Revised various sections in article v to include a resident director and subsequent board provisions/requirements; and 4. Amended article viii section 1 to list a chief financial officer as an officer; and 5. Updated article xiv section 2 regarding dissolution.”

“The organization has one member, pacific retirement services, inc., an oregon nonprofit corporation.”

“Pacific retirement services, inc. Has the right to vote on the election of directors for the board of mirabella at south waterfront.”

“Some decisions of the board are subject to approval by pacific retirement services, inc. As outlined in article iv section 9 of the bylaws.”

“The form 990 is currently being reviewed by the cfo, assistant controller and the board of directors.”

“The conflict of interest policy and questionnaire are sent to all board members and key employees annually. There are two policies related to conflicts of interest: 1) board of directors; 2) key employees, which identify the purpose, definitions, and procedures. If a conflict is self-identified by a board member or key employee in the questionnaire and/or meeting, procedures are followed and documented according to the policy.”

“A compensation committee of the prs board exists to determine compensation for the executive director of each community. This committee is comprised of the officers of the prs board of directors. The committee has a charter that outlines its duties and responsibilities. It also has agenda elements that describe the activities that the committee undertakes during the year. The vp of human resources provided salary studies from the following resources to the committee relative to executive director compensation: salary.com, payscale.com, 990 review (like size organizations), cemo (chief executive officers of multi-facility organizations) salary study results, and industry state association salary study results based on geographical location. The recommendation for base compensation and bonus are provided by the ed's direct supervisor (coo or vp of operations).”

“All requests go through corporate counsel.”

“Note that anthony sabatini is a leased employee of pacific retirement services, inc. And performs services on behalf of mirabella at south waterfront pursuant to a management services agreement between mirabella at south waterfront and pacific retirement services, inc. Under the management services agreement, his compensation is reimbursed by mirabella at south waterfront. Compensation has been reported in part vii section a in order to highlight amounts paid by mirabella at south waterfront, notwithstanding that he is a leased employee of pacific retirement services, inc.”

“Change in beneficial interest in net assets of mirabella portland fdn, inc. 84,767.”