Mirabella at South Waterfront

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

“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 member's approval is required before the organization may take any of the following actions: (a) adopt or amend the articles of incorporation of bylaws of the organization; (b) adopt or materially revise the organization's annual budget or long-range plan; (c) adopt or revise the organization's mission statement; (d) incur any debt or enter into any contract not contemplated by the annual budget, if the dollar amount exceeds the sum of $100,000; (e) make any gifts or gratuitous transfers in excess of $5,000 in a calendar year; (f) create a taxable or tax-exempt subsidiary; (g) acquire a controlling interest in another entity; (h) appoint outside auditors; (i) elect and remove the organization's directors (including the resident director) and officers; and (j) merge, dissolve, or transfer all or substantially all the organization's assets.”

“The form 990 was 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 executive director's direct supervisor (coo or vp of operations).”

“All requests go through corporate counsel.”

“Note that anthony sabatini and sharon mccartney are leased employees of pacific retirement services, inc. And perform 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, their 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 they are leased employees of pacific retirement services, inc.”

“Change in beneficial interest in net assets of foundation 45,645.”