Lone Tree Senior Living

“The executive committee consists of the officers and one other member of the board appointed by the president. The executive committee has the power to transact all regular business of the corporation during the interim between the meetings of the board, provided any action taken shall not conflict with the articles of incorporation, bylaws and state policies. Any official action taken by the executive committee is submitted to the board for ratification at the next board meeting.”

“Sidney health center provides various management services to lone tree senior living.”

“Individuals become board members of lone tree senior living when they become board members of sidney health center. An individual remains a board member of lone tree senior living as long as they are a board member of sidney health center. The corporate members of sidney health center elect the board members of sidney health center.”

“The ceo and cfo reviewed the completed form 990 with the board of directors before the 990 was filed.”

“The policy of the corporation is to require that each individual subject to this policy statement promptly and fully disclose any actual, apparent, or potential conflict of interest, and that the corporation will not engage in any contract, transaction, or arrangement involving a conflict of interest unless the disinterested members of the board of directors (acting at a duly constituted meeting thereof) determine by a majority vote that appropriate safeguards to protect the charitable mission of the corporation have been implemented. A conflict of interest questionnaire is distributed annually to all interested persons (board members, officers, and committee members). An interested person has a continuing obligation to disclose the existence and nature of any actual, apparent, or potential conflict of interest he/she may have. "disclosure" means promptly providing a written description of the material facts of the actual, apparent, or potential conflict of interest to the executive committee on the conflicts-of-interest questionnaire. Such disclosure shall be made promptly any time an actual, apparent, or potential conflict of interest arises and before the consummation of the contract, transaction, or arrangement that is the subject of the potential conflict of interest. At any time that an actual, apparent, or a potential conflict of interest is identified to the board of directors, whether through the voluntary submission of a disclosure statement by an interested person, or by a disclosure by a person other than the subject interested person, the executive committee shall review the matter and determine whether a conflict of interest exists. The subject interested person shall not be present during any meeting in which the executive committee conducts its evaluation, except to answer questions as may be necessary. The executive committee may request additional information from all reasonable sources and may involve the general counsel in its deliberations. Once all necessary information has been obtained, executive committee shall make a finding as to whether a conflict of interest indeed exists, and shall forward that finding to the board of directors for discussion and vote. Only disinterested directors may vote to determine whether a conflict of interest exists. The subject interested person may not be present when this vote is taken. Once the disinterested members of the board of directors have determined that an actual conflict of interest exists with respect to a particular transaction or arrangement: (i) the disinterested members of the board of directors shall exercise due diligence to determine whether the corporation could obtain a more advantageous contract, transaction, or arrangement with reasonable efforts under the circumstances and, if appropriate, shall appoint a non-interested person or committee to investigate alternatives to the proposed contract, transaction, or arrangement. (ii) in considering whether to enter into the proposed contract, transaction, or arrangement, the board of directors may approve such a contract, transaction, or arrangement only if the disinterested directors determine by a majority vote that: (a) the proposed contract, transaction, or arrangement is in the corporation's best interests and for the corporation's own benefit; and (b) the proposed transaction is fair and reasonable to the corporation, taking into account, among other relevant factors, whether the corporation could obtain a more advantageous contract, transaction, or arrangement with reasonable efforts under the circumstances. (iii) the disinterested members of the board of directors may, in their discretion, require the interested person to leave the room while the proposed contract, transaction, or arrangement is discussed. The interested person shall leave the room while the matter is voted on and only disinterested directors may vote to determine whether to approve the transaction or arrangement.”

“All compensation determinations are made by sidney health center, a related organization.”

“The organization's governing documents, conflict of interest policy, and financial statement are made available to the public upon request.”