Riverwoods Durham

“The executive committee will consist of the officers of the board, currently the chair, vice-chair, treasurer and secretary, and will exercise the full authority of the board between meetings of the board. The executive committee will be responsible to the board and will report its actions at each meeting of the board. The executive committee shall also serve as the compensation committee of the board. Members of the board of trustees will not receive compensation for their services as trustees; however, a member of the board of trustees may receive reimbursement of direct out-of-pocket expenses for efforts made on behalf of rwd.”

“The riverwoods group (trwg), a related party, provides oversite to the overall framework of rwd. Trwg primarily provides administrative services to rwd which do not involve any significant managerial decision making, but trwg does have ultimate authority and responsibility for rwd's budget. For the year ended june 30, 2018 justine vogel, the ceo of trwg, acted as interim ceo and kevin goyette, the cfo of trwg, acted as interim cfo for rwd while the recruitment process for these positions was underway. Rwd paid trwg a management fee of $20,000 for all services rendered during the tax year, this expense has been capitalized as part of the build-out costs for the facility. Justine vogel and kevin goyette's compensation from trwg is disclosed on form 990, part vii, column (e) and (f) as well as on schedule j, part ii as compensation from a related organization; no compensation is deemed to have been paid by rwd.”

“Trwg, an irc section 501(c)(3) supporting organization, is the sole member of rwd.”

“The board of trwg has the right to appoint one-third of the trustees of rwd and to elect two-thirds of the trustees which have been nominated by the rwd board.”

“Each of the following actions by rwd's board must be approved by trwg before it becomes effective: (a) removal of a member of rwd's board; (b) final adoption of, and any approval of a material deviation from, the annual and any revised operating and capital budgets of rwd; (c) transfer to any person or organization, with or without consideration, during any twelve (12) month period of tangible, intangible or mixed assets with a value in excess of $100,000; (d) any single incurrence, or cumulative incurrences in any twelve (12) month period, of indebtedness by rwd in excess of $100,000; (e) sale, lease or exchange of any material portion of the assets of, or the statutory merger, consolidation, corporate division, dissolution, or liquidation of, rwd or any subsidiary of rwd; (f) appointment of a firm of independent public accountants to conduct an independent audit of rwd's financial statements or a special project which materially impacts assets, revenues or operations; (g) the participation by rwd or any subsidiary of rwd in a key strategic relationship; (h) appointment, evaluation, and compensation or termination of the executive director of rwd; (i) elimination or addition of any material health care service or program by rwd or any subsidiary of rwd; and (j) the amendment of the articles of agreement, bylaws or other governing documents of rwd where such proposed amendment would (i) impact the powers reserved to trwg in the governing documents, (ii) reasonably be expected to have any material strategic, competitive or financial impact on one or more participant organizations or on the system as a whole, or (iii) impact the obligations of rwd under any agreement between or among the participant organizations. In exercising the foregoing reserved powers, trwg will act in a limited fiduciary capacity toward rwd in accordance with article iii, section 5 of trwg's bylaws.”

“The form 990 is prepared by an independent accounting firm. Rwd has authorized review and filing of the form 990 to the trwg audit committee. Draft copies were distributed and reviewed by the audit committee prior to filing at the meeting which was held on november 1, 2018. After review by trwg's audit committee, a full copy of the final form 990 will be provided to rwd's board via a link to a secure website and the rwd's board will be notified that it is available for review prior to filing.”

“An annual conflict of interest questionnaire is sent to all trustees, officers and key employees. The questionnaire is prepared and affirmative answers are reviewed by rwd's legal counsel. No trustee shall participate as a member of the board in any decision affecting that trustee's personal financial welfare or the financial welfare of any other person, organization or institution with which that trustee is affiliated as an owner, employee, board member, or stockholder. This shall not preclude a trustee from voting on matters affecting the operation of rwd for the sole reason that a family member is a resident of the facility. In the event a trustee has such a conflict in a matter which is being expounded, deliberated and/or voted upon by the board, said trustee shall absent himself/herself from the board, and if the board meeting is not open to the public at large, shall absent himself/herself from the meeting room for the time period during which the topic is under deliberation and vote.”

“Rwd makes it governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Change in fair value of interest rate swap -401,657. Net asset transfer from trwg 2,000,000.”