Mirabella at South Waterfront

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

“The organization's articles of incorporation were amended in january 2020 to require the member's approval to amend the articles of incorporation. The organization's bylaws were amended in january 2020 to make the following changes: (a) update the member's powers; (b) remove the maximum number of board members; and (c) update the responsibilities of the board's officers.”

“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.”

“The following actions are reserved to pacific retirement services, inc., the sole member: (a) amend, restate or repeal the bylaws, or adopt new bylaws; (b) coordinate the activities of the organization, and engage in the overall planning, policy development, budgeting, and resource allocation for the organization; (c) appoint outside auditors for the organization; (d) elect or appoint the organization's directors, including the resident director and the prs representative director, and fill vacancies caused by the death, removal or resignation of a director; and (e) remove any of the organization's directors or officers. The prior approval of the member is required before the board of directors may (a) approve any merger or consolidation of the organization with another entity, or any partial or total liquidation of the organization's assets; (b) incur any debt, or enter into any contract, not contemplated by the annual budget if the dollar amount exceeds the sum of $100,000; (c) make any gift or gratuitous transfer in excess of $15,000 in any calendar year; (d) create a taxable or tax-exempt subsidiary or affiliated organization; (e) acquire a controlling interest in another entity; or (f) approve any amendment, repeal, or restate of the organization's articles of incorporation, or adopt any new articles of incorporation.”

“The form 990 was reviewed by the director of finance, cfo 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 executive director's direct supervisor (coo or vp of operations).”

“All requests go through corporate counsel.”

“Note that sharon mccartney 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, her compensation is reimbursed by mirabella at south waterfront. Compensation has been reported in form 990, part vii, section a in order to highlight amounts paid by mirabella at south waterfront, notwithstanding that she is a leased employee of pacific retirement services, inc.”

“Change in beneficial interest in net assets of foundation 50,955.”