The Cumberland Rest Inc

“The board of directors has an executive committee consisting of the officers of the board, the chair and vice chair of the standing committees and such others as the board may designate. The executive committee considers matters relating to admissions and occupancy, all questions referred to it by the board of directors, and has the power to act in the place and stead of the board of directors on matters of business requiring immediate action between the regular meetings of the board of directors. It also makes recommendations to the board for filling director and officer vacancies and is responsible for long range planning. It reports its actions to the board at the next regular meeting.”

“The cumberland rest's (dba: trinity terrace) board delegates management to pacific retirement services, inc.”

“The organization has one member, pacific retirement services, inc.”

“Pacific retirement services, inc. Has the authority to elect all directors from nominees selected by the board of directors.”

“The following actions are reserved to pacific retirement services, the sole member: (1) approval of the final adoption of any amendment or restatement of the organization's articles of incorporation; (2) approval of the final adoption of any amendment of the organization's by-laws; (3) election of the directors of the organization from nominees selected by the board of directors of the organization and including the filing of vacancies caused by removal or resignation of a director. Individual directors may be removed by pacific retirement services with or without cause; (4) approval of the election by the board of directors of all corporate officers, including but not limited to the chairman, chair and/or vice chairman of the board of directors, who shall be subject to removal by pacific retirement services with or without cause; (5) approval of any merger, corporate consolidation, change of control, and/or all partial or total dissolutions involving the organization, and all donations or transfers without consideration of all or substantially all of the assets of the organization; (6) approval of any selling, leasing, or otherwise unbudgeted transferring of any asset (or commitment to do so) to any person or other legal entity (other than pacific retirement services or an affiliate thereof) in excess of $10,000; (7) approval of any acquisitions or agreements to acquire (by purchase, lease, change in sponsorship or otherwise) of any organization or business; (8) approval (following preparation by organization management and approval by the board of directors) of the organization's annual operating budget and the annual capital budget, management of pacific retirement services will advise management of the organization in the preparation of both the operating budget and the capital budget; (9) approval of the organization to incur any debt or enter into any contract not contemplated by the annual budget, if the dollar amount exceeds the sum of $100,000; (10) approval of the appointment of all professional advisors, including but not limited to accountants, auditors and legal counsel, for the organization; (11) approval of the adoption or revision of operating policies and procedures of the organization, the corporate mission and long-range plans; (12) approval of any change, in any material respect, to the nature of the organization's business or the decision to enter into new lines of business; (13) approval of the removal or replacement of the executive director/ administrator and any other senior manager of trinity terrace and approval of a new executive director/administrator and any other senior manager of trinity terrace; (14) approval of the creation of any subsidiary (taxable or tax-exempt) and the investment by the organization in any joint venture, partnership, limited liabilities corporation, subchapter c corporation or similar entity; (15) approval of any revisions to the form, whether now existing or hereinafter created, of trinity terrace residency contracts; (16) approval of all employee benefits and compensation payable to the senior management of the organization prior to contracting; (17) approval of all investment policies of the organization in excess of $10,000 as adopted by the board; all investments shall be made in accordance with such board-adopted policies; (18) approval of any plan of dissolution or liquidation involving the organization.”

“The form 990 was reviewed by the corporate director of accounting, vice president of accounting, 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).”

“Corporate financial data and governance information is not public information, and as such, is released only pursuant to legal regulation, court order, or other applicable law, and as directed by corporate counsel.”

“Note that brian young and line wilson are leased employees of pacific retirement services, inc. And perform service on behalf of the cumberland rest, inc. Pursuant to a management services agreement between the cumberland rest, inc. And pacific retirement services, inc. Under the management services agreement, their compensation is reimbursed by the cumberland rest, inc. Compensation has been reported in part vii section a in order to highlight amounts paid by the cumberland rest, inc., notwithstanding that they are leased employees of pacific retirement services, inc.”

“Change in fair value of mineral assets -9,866,267. Change in the value of split interest trusts -9,029,865. Gain/loss on extinguishment of debt 1,535,087. Release from restriction -3,227,499.”

“The process and authority for selecting the financial statement auditor and for overseeing the financial statement audit did not change during the fiscal year.”