Mary'S Woods at Marylhurst Inc

“As of june 2024, the board of directors has an executive committee consisting of the officers of the board, the director who is appointed by the canonical superior of the sisters of the holy names of jesus and mary, and any other directors appointed by the board. During the intervals between meetings of the board, the executive committee possesses and may exercise the powers and functions of the board in the management and direction of the organization's affairs in all cases in which specific direction has not been given by the board. However, the executive committee does not have the power to (a) adopt, amend or repeal the articles of incorporation or bylaws; (b) elect, appoint or remove any member of the board or any committee; (c) adopt a plan of merger or a plan of consolidation; (d) authorize the sale, lease, exchange or mortgage of all or substantially all of the organization's property and assets; (e) authorize the voluntary dissolution of the organization or revoke the proceedings therefore; (f) authorize distributions; or (g) amend, alter or repeal any resolution fo the board.”

“The bylaws were amended in june 2024 to make the following changes: (1) modify the composition of the board of directors to include (a) one director who is not a resident of the mary's woods residential community and is appointed by the canonical superior of the sisters of the holy names of jesus and mary, (b) three directors from the mary's woods residential community who are elected by the residents' council, and (c) all remaining directors elected by the board of directors; (2) change the terms of directors elected by the residents' council from two years to three years; (3) limit an individual's service on the board of directors to no more than eight consecutive years; and (4) designate the executive committee, finance committee, audit committee, and governance committee as standing committees of the board of directors.”

“Mary's woods was organized to carry out activities consistent with the wisdom of its sponsoring organization, u.s.-ontario province of the sisters of the holy names of jesus and mary (snjm). The orgnanization has two classes of members: designated and appointed. The sole designated member is the person serving from time to time as the provincial superior of the snjm u.s.-ontario province. The provincial superior names and may remove the appointed members, at least three of whom are sisters of the snjm u.s.-ontario province, and may also name individuals who are not sisters of the province. The designated member may or may not choose to be an appointed member.”

“Through june 2024, the appointed members had the authority to elect and/or remove the directors to the board of directors. As of june 2024, one director is appointed by the canonical superior of the sisters of the holy names of jesus and mary, three directors are elected by the residents' council, and all remaining directors are elected by the board of directors;”

“The appointed members have the authority to approve or dissaprove an action of the board of directors and thereby make a final binding decision for the organization with regard to the following matters: 1) election of the directors to the board of directors; 2) removal of directors from the board of directors: 3) the mission, philosophy and goals of the organization; 4) the use or operation of any real property owned by the organization; 5) the acquisition, encumbrance, conveyance, retention or disposal of any real property or any part of the real property owned by the organization; 6) the selection and removal of the organization's president/ceo and director of mission integration and the selection and termination of its management firm; 7) annual capital and operating budgets at mary's woods; 8) any contracts affecting either the sisters of the holy names of jesus and mary u.s.-ontario province organization or the society of the sisters of the holy names of jesus and mary oregon corporation and mary's woods at marylhurst, inc.; 9) any business affairs or contracts affecting both the u.s.-ontario province of the sisters of the holy names of jesus and mary and mary's woods at marylhurst, inc.; 10) the merger or dissolution of the organization; 11) the amendment of the organization's articles of incorporation and bylaws; 12) the formation of any subsidiary corporations or the formation of, or participation in, any joint venture, partnership, or other legal entity; 13) the borrowing of money by the organization over $5,000,000; and 14) the decision to construct capital improvements in excess of $5,000,000.”

“A copy of the form 990 was provided to the ceo and cfo who reviewed the form, schedules and related attachments. Any comments or questions were addressed with the preparer, after which the form 990 was reviewed in detail by the audit committee. After the committee's review, a draft was presented to the board of directors for their review. Once management was satisfied with the 990, the cfo signed the form 8879-te authorizing the preparer to e-file the return.”

“Mary's woods annually distributes a copy of its conflicts of interest policy to the officers, directors and key employees to review, disclose any potential conflicts, and sign. This process is monitored by the ceo and the board chair to ensure it is completed by all parties and is properly reviewed.”

“Mary's woods regularly seeks comparable salary and wage information for all employees utilizing a compensation consultant and studies for comparable positions. The ceo's compensation is reviewed by the executive committee. The cfo's compensation is reviewed by the ceo.”

“Mary's woods makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“Other fees: program service expenses 6,190,609. Management and general expenses 501,818. Fundraising expenses 5,022. Total expenses 6,697,449.”

“Change in charitable gift annuity -3,078.”

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