Rogue Valley Manor Memorial Foundation

“Rogue valley manor foundation, inc. Delegates management to rogue valley manor.”

“Rogue valley manor foundation's bylaws were amended in june 2016. The following amendments were made regarding the election and term of resident directors to the board of directors. (1) the three year term now begins immediately after the foundation's next annual meeting in october; (2) resident directors may serve more than three years in office if their three year term was scheduled to end on june 30, in which case their terms shall be extended to the next annual meeting in october; and (3) if a resident director resigns or cannot complete a term, the president of the residents council shall nominate a replacement to fill the position (subject to executive board and member approval) until the next annual meeting in october.”

“The organization has one member, rogue valley manor.”

“Rogue valley manor, inc. Has the right to elect foundation directors from nominees selected by the foundation board of directors.”

“The following actions are reserved to rogue valley manor, the sole member: (a) merger, consolidation, reorganization, or dissolution of the foundation; (b) sale, lease, mortgage, pledge or other disposition of all or substantially all of the assets of the foundation; (c) the creation of any taxable or tax-exempt subsidiary organization to the foundation; (d) any acquisitions of controlling interests in organizations or businesses by the foundation; (e) approval of budgets and long range plans before authorized expenditures may be made therefrom; (f) approval of an individual non-budgeted capital expenditure up to $250,000 and a cumulative total of non-budgeted capital expenditures in a fiscal year not to exceed $500,000; (g) any amendment to the mission statement in article i, section 4 of the bylaws; and (h) elect persons to be directors under article ii of the bylaws.”

“The form 990 was reviewed by the cfo, assistant controller 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.”

“All requests go through corporate counsel.”

“Marc bayliss served as the interim administrator from october 2015 through june 2016 while the organization searched for a new administrator. During this time, he was not a director.”

“Change in value of annuity 7,919.”