Elder Care Alliance

“Significant changes to governing documents: the following significant changes were made to the organization's bylaws during the fiscal year: 5.3 appointed directors a. Appointment of directors - the board of directors of the corporation shall include fourteen (14) individuals appointed in accordance with the following: (i) five (5) individuals appointed by the corporate member, sierra pacific synod; (ii) five (5) individuals appointed by the corporate member, the sisters of mercy. (iii) in addition to individuals appointed pursuant to subparagraphs (i) and (ii) above, a maximum of four (4) individuals jointly appointed by the corporate members, sierra pacific synod and the sisters of mercy. 5.7 term of directors, etc. B. Permissible number of consecutive years - except as otherwise provided, the following shall apply. Any director appointed to the board for the first time or after having been off the board for the hiatus period defined below shall serve for a term of three (3) years. Thereafter, a director will be eligible for appointment for up to two (2) consecutive three-year terms; provided however, that, at the election of the corporate member or corporate members appointing such director, any such term may be for less than three (3) years, to allow for staggering of terms or to permit a director to serve the maximum number of consecutive years allowed hereunder. No director may serve more than a maximum of nine (9) years on the board; however, he or she will again be eligible for appointment under the provisions hereof one (1) year after the conclusion of such a nine-year period ("hiatus period"),”

“Members: elder care alliance has two corporate members: 1. The sisters of mercy of the americas west midwest community, inc., a division of the sisters of mercy of the americas, a religious institute and public juridic person of the roman catholic church. 2. The sierra pacific synod of the evangelical lutheran church in america - a fellowship of congregations, ministries, and institutions in northern california and northern nevada. Appointment of directors: the board of directors of the corporation shall include fourteen (14) individuals appointed in accordance with the following: (i) five (5) individuals appointed by the corporate member, sierra pacific synod; (ii) five (5) individuals appointed by the corporate member, the sisters of mercy. (iii)in addition to the individuals appointed pursuant to subparagraphs (i) and (ii) above, a maximum of four (4) individuals jointly appointed by the corporate members, sierra pacific synod and the sisters of mercy. Approval rights of corporate members: 1. The following actions of elder care alliance (the corporation) shall not be implemented without the approval of the corporate members: (a) adoption or amendment of philosophy, mission and values statement of the corporation; (b) approval of long range and strategic plans of the corporation and its subsidiaries and affiliates; (c) reorganization, dissolution, merger, consolidation, change of control, admission of new members or other affiliation of any manner of the corporation or any of its subsidiaries; (d) any change in the articles of incorporation or bylaws of the corporation; (e) adoption of and any change in charity care policies of the corporation or any of its subsidiaries; (f) sale or disposition of all or substantially all of the assets of the corporation or any of its subsidiaries, subject to paragraph 2 and paragraph 3 hereof; or (g) appointment of the chief executive officer of the corporation.”

“Form 990 review process: the form 990 is prepared by an independent accounting firm based on the audited financial statements and information provided by the accounting department of the organization. Elder care alliance's audit committee of the board of directors reviews the form 990 before filing. Also, the ceo and cfo review the form 990 before filing. The final form 990 is then provided by e-mail to all members of the board of directors before filing.”

“Conflict of interest policy compliance: annually, the secretary of elder care alliance requests updated conflict of interest disclosure forms from the board of directors, officers, key employees, and members of committees with board-delegated authority. The secretary prepares a table summarizing the disclosures made and presents the table to the board of directors for their information. If an apparent conflict of interest is identified, the matter is referred to a committee of the board for review and action. If deemed necessary, the board or committee may take action such as requiring an interested director to recuse himself or herself from a vote on the matter or terminating a business relationship entered into in violation of the policy.”

“Compensation determination: the compensation for the ceo and cfo was reviewed and approved by the executive committee of the board of directors of elder care alliance. Comparable compensation information was provided to the executive committee from a compensation study compiled by futuresenese, inc., a firm that specializes in compensation programs. Similarly, compensation information for executive directors and key employees was gathered from multiple compensation survey sources, including futuresense, inc. And recommended compensation was developed by human resources. This was included in the budget and approved for fiscal year 2017 by the finance committee of elder care alliance as part of the budget review process.”

“Governing document availability: the governing documents, conflict of interest policy, and financial statements are available on written request to elder care alliance. Documents will be provided via email, us mail, or by fax if so requested.”

“Other changes in net assets: $ 11,376,010 transfers from affiliates”