Odd Fellows Home of California

“Prs management, inc. (prsmi) is an unrelated management company contracted by the organization. Prsmi is paid a fee for management of the community and employs the executive directors of the community and the cfo of the organization. The management agreement covers implementation of policies, budgets, goals, and planning to execute the exempt purposes and mission of the organization. Prsmi is responsible for financial controls, may act as the organization's agent in certain matters, assists with the marketing of the community to potential residents, accounting services, resident services, as well as other administrative functions. The executive directors who are employed by prsmi are responsible for hiring, firing, and supervising the employees at each community. The compensation paid by prsmi to the executive directors is reported in the form 990, part vii, section a and schedule j, part ii. The cfo was paid and employed by prsmi and was compensated $19,243 in 2024 for services rendered to the filing organization in her role. Her compensation is based on an allocation of the time spent on the filing organization's operations.”

“The bylaws of the organization were amended to increase the number of directors of the board to include two resident directors and provide details regarding their appointment, terms, and voting rights.”

“The composition of the members of the board of directors of the organization is determined in the bylaws. Four directors, who are members of the order and four directors, who may or may not be members of the order, but are from the professional sector (legal, accounting, medical, financial) are elected by grand lodge of independent order of odd fellows of california. Three directors, who are members of the order, are elected by the rebekah assembly of california. In addition, the grand secretary and the grand treasurer of the grand lodge are ex-officio members of the board with voting rights.”

“The grand lodge and rebekah assembly hold final approval authority over governance decisions and possess voting rights on amendments to the bylaws and the election of the organization's board of directors.”

“The form 990 is reviewed by the organization's contracted unrelated management company. The management company's cfo and vp of accounting review the return. This is followed by a review by the organization's board of directors prior to being filed with the irs.”

“The organization's board of directors issues the conflict of interest policy to all board members on an annual basis who are covered by the policy. If there is a question whether a conflict of interest exists, the covered member with the conflict would present the relevant facts to the board. The covered member would then be excused from the meeting and the remaining board members would have discussion and determine what due diligence should be performed prior to approval of the transaction.”

“The process used to determine the salary of the executive directors of the napa and saratoga communities includes a salary survey which is conducted on at least a bi-annual basis by the vp of human resources for prsmi, an unrelated management company. The vp of human resources, the ceo, and the coo of prsmi review the salary survey results.”

“The organization's governing documents, conflict of interest policy, and financial statements are available upon request. Requests for governing documents and conflict of interest policy should be made through the board of directors. Requests for the financial statements should be made through a staff member at the community, such as the business office manager or administrative assistant.”

“Note that wayne panchesson and sarah stel are employees of an unrelated third-party management company, prs management, inc. (prsmi) and considered the top management officials of the organization. These individuals perform services on behalf of the organization pursuant to a management services agreement between the organization and prsmi under the management services agreement, their compensation is reimbursed by the organization. Their compensation is reported in part vii, section a in order to highlight amounts paid by the organization, notwithstanding that, they are employed by prsmi.”