Rogue Valley Manor

“The rogue valley manor board delegate management duties to pacific retirement services, inc. ("prs"), a related tax-exempt organization.”

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

“Pacific retirement services, inc. Has the authority to elect directors to the rogue valley manor board of directors from a list of nominees selected by the rogue valley manor board of directors.”

“The following actions are reserved to pacific retirement services, inc., the sole member: (1) enactment, amendment or restatement of the rogue valley manor articles of incorporation; (2) enactment or amendment of rogue valley manor by-laws at any time; (3) appointment of the organization's directors from nominees nominated by the organization's board of directors and residents' council, including the filling of vacancies caused by death, removal or resignation of a director; (4) any merger, all corporate consolidations, and/or all partial or total dissolution's involving the organization, approve all donations or transfers without consideration of all or substantially all of the assets of the organization; (5) the creation of any taxable or tax-exempt subsidiary organization to the organization; (6) any acquisitions of controlling interest in organizations or businesses by the organization; (7) all budgets and long range plans of the organization before authorized expenditures may be made therefrom; (8) approve on behalf of the organization, all non-budgeted expenditures or contracts in excess of $100,000; (9) the appointment of the outside auditors for the organization; and (10) adoption or revision of the mission statement and long range plans.”

“The form 990 was reviewed by the cfo, assistant controller, vp of accounting 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).”

“All requests go through corporate counsel.”

“Note that sarah lynch is a leased employee of pacific retirement services, inc. And performs services on behalf of rogue valley manor pursuant to a management services agreement between rogue valley manor and pacific retirement services, inc. Under the management services agreement, her compensation is reimbursed by rogue valley manor. Compensation has been reported in form 990, part vii, section a in order to highlight amounts paid by rogue valley manor, notwithstanding that she is a leased employee of pacific retirement services, inc.”

“Change in value of interest rate cap/swap agreement -1,041,290. Changes in interest in net assets of foundation -705,945.”