Incarnate Word Retirement Community Inc

“Section 4.8.2(b) of the bylaws gives the board of trustees the authority to designate an executive committee. To the extent provided in the resolution of the board of trustees, the executive committee shall have and may exercise all of the authority of the board of trustees, except where action of the board is required by the statute or by the certificate of formation, and shall have the power to authorize the seal, if any, of the corporation to be affixed to all papers which may require it.”

“Article 3.1 names the congregation of the sisters of the charity of the incarnate word, san antonio, as the sole member of the corporation.”

“The board shall be comprised of at least 9 and not more than 21 trustees as determined by the member. Trustees on the board shall be allocated as 70% from a pool of candidates chosen by the board and the balance appointed by the member.”

“The member has delegated the power by article 3.2.2 to the general council of the member. The specific powers are (1) appoint, remove or change the number of trustees on board of trustees, (2) appoint & remove the chairman of the board and or the executive director (ceo) of the corporation, (3)approve incurrence of non-routine debt (4) approve capital expenditures greater than $500,000 (5) amend or restate the articles or bylaws of the corporation (6) authorize any sale of the corporation or acquisition by the corporation and (7) approve a change in mission. Beyond these powers, the board of trustees (and/or the executive committee) is charged with the governance of the corporation.”

“A complete copy of the 990 is provided to the full board of directors for review prior to filing. The board of directors can contact the president/ceo or cfo with any notes, questions, or comments.”

“Annually each director, officer, employee, vendor or volunteer with a potential conflict shall complete a disclosure form identifying any relationships, positions, or circumstances in which they are involved that they believe could contribute to a conflict of interest. These are submitted to the chairman of the board who is charged with resolving any conflict. If there is a conflict the chairman of the board will follow up and take appropriate action which could include suspending work, re-assignment or a request of abstention from voting among other courses of action.”

“General guidelines for salary and wage increases are recommended by management each year during the budgeting process and reviewed by the finance committee and board of trustees. A national salary and benefits survey, along with regional and local surveys are utilized for comparability data to budget an overall pay increase parameter. The management team then works within this parameter when conducting annual employee evaluations and annual merit increases which typically range from 2% to 5%. All employees are evaluated by their direct supervisor, department head, or executive director, depending on their classification. The ceo's compensation is determined by the board of directors compensation committee annually, following the same parameters.”

“Documents are made available upon request to the president/ceo or cfo.”

“Consulting: program service expenses 1,500. Management and general expenses 55,850. Fundraising expenses 0. Total expenses 57,350.”

“Special events: program service expenses 0. Management and general expenses 0. Fundraising expenses 1,852. Total expenses 1,852.”

“There have been no changes to the oversight process or selection process for the current fiscal year.”