Mirabella at Asu Inc

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

“The organization has two members: mirabella asu tempe llc and pacific retirement services, inc.”

“Three directors are elected by mirabella asu tempe llc and four directors are elected by pacific retirement services, inc.”

“The following actions may not be taken by mirabella at asu, inc. ("the organization") without the approval of both members: (1) the merger of the organization with or into any other entity, including any approval of a plan of merger; (2) any adoption, amendment or restatement of the articles or bylaws; (3) the admission of any additional members to the organization; (4) the transfer of any member's membership interest in the organization; (5) the sale, transfer or conveyance of all or substantially all of the assets of the organization, or any similar transaction; (6) any dissolution or liquidation of the organization, whether such proceedings are judicial or otherwise, provided, however, that a dissolution of the organization following the sale, transer or conveyance of all or substantially all of the assets of the organization (so long as such sale, transfer or conveyance was unanimously approved by the members) shall not require any separate approval of the members; (7) any action which would result in, or would be likely to result in, the organization failing to qualify or be treated as a tax-exempt organization under section 501(c)(3) of the internal revenue code of 1986 (as the same may be amended or replaced from time to time, "the code"), a public charity under section 509(a)(1) or (2)of the code, or a supported organization of prs; or (8) engage in any business unrelated to the organization's primary purpose, which is the development and operation of a continuing care retirement community for the elderly in tempe, arizona. The following actions may not be taken by the organization without the approval of pacific retirement services, inc.: (1) approval of the organization's strategic plan; (2) approval of the policies regarding, and monitoring progress toward, the organization's strategic goals; and (3) approval of the operating and capital budgets and facility planning with respect to the organization's continuing care retirement community.”

“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 thomas dorough is a leased employee of pacific retirement services, inc. And performs services on behalf of mirabella at asu, inc. Pursuant to a management services agreement between mirabella at asu, inc. And pacific retirement services, inc. Under the management services agreement, his compensation is reimbursed by mirabella at asu, inc. Compensation has been reported in part vii, section a in order to highlight amounts paid by mirabella at asu, inc., notwithstanding that he is a leased employee of pacific retirement services, inc.”

“Change in value of future service obligations 4,517,405.”

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