FORM 990, PART VI, SECTION A, LINE 1 |
THE EXECUTIVE COMMITTEE IS COMPRISED OF THE PRESIDENT, VICE PRESIDENT, SECRETARY AND TREASURER OF THE BOARD, AS WELL AS ANY VOTING BOARD DIRECTOR THAT IS ALSO SERVING AS AN OFFICER OR THE CHAIR OF ONE OF THE OTHER STANDING COMMITTEES. THE EXECUTIVE COMMITTEE HAS FULL AUTHORITY TO ACT AS THE BOARD BETWEEN MEETINGS OF THE BOARD, BUT ITS AUTHORITY SPECIFICALLY EXCLUDES THE FOLLOWING: 1) ELECTION OF BOARD MEMBERS AND OFFICERS 2) APPROVAL OF THE ISSUANCE OF BONDS OR OTHER SECURITIES 3) RETENTION OR TERMINATION OF AN OUTSIDE MANAGEMENT FIRM HAVING GENERAL AUTHORITY TO MANAGE THE VANTAGE POINT FACILITY 4) ADOPT, AMEND OR REPEAL THE GOVERNING DOCUMENTS |
FORM 990, PART VI, SECTION A, LINE 3 |
THE COMPANY HAS A MANAGEMENT AGREEMENT WITH LIFE CARE SERVICES LLC OF DES MOINES, IOWA (LCS). LCS PROVIDES CLINICAL AND FINANCIAL SYSTEMS, COMPLIANCE SUPPORT AND PLACES ON-SITE THE EXECUTIVE DIRECTOR (WHO ACTS AS THE CHIEF EXECUTIVE OFFICER) AND THE ADMINISTRATOR (WHO IS REQUIRED TO BE A MARYLAND LICENSED NURSING HOME ADMINISTRATOR) AND PROVIDES REGULAR REPORTS TO THE BOARD OF DIRECTORS. THE EXECUTIVE DIRECTOR AND THE ADMINISTRATOR ARE EMPLOYEES OF LCS, AND THE CORPORATION REIMBURSES LCS FOR THEIR SALARIES AND BENEFITS. MANAGEMENT FEES PAID TO LCS FOR THE TAX YEAR EQUAL $451,894. |
FORM 990, PART VI, SECTION A, LINE 4 |
THE BYLAWS WERE AMENDED ON JANUARY 19, 2021, AS FOLLOWS: 1) AN ASSISTANT SECRETARY MAY BE APPOINTED BY THE BOARD FROM AMONG THE DIRECTORS. PREVIOUSLY, THE ASSISTANT SECRETARY WAS APPOINTED BY THE BOARD FROM AMONG THE CORPORATION'S FULL-TIME STAFF. 2) THE ASSISTANT SECRETARY MAY BE REQUIRED TO BE AND HAVE BEEN A RESIDENT, REGISTERED VOTER, AND TAXPAYER OF HOWARD COUNTY, MD, FOR AT LEAST TWO YEARS. PREVIOUSLY, THE ASSISTANT SECRETARY WAS REQUIRED TO BE A RESIDENT OF HOWARD COUNTY, MD, AND TO LIVE WITHIN THE VOTING DISTRICT OF THE CONTINUING CARE RETIREMENT COMMUNITY KNOW AS "VANTAGE HOUSE OR "VANTAGE POINT." 3) THE ASSISTANT SECRETARY IS AN OFFICER OF THE CORPORATION AND A MEMBER OF THE EXECUTIVE COMMITTEE AND SHALL SERVE A TERM OF TWO YEARS UNLESS THE BOARD PROVIDES OTHERWISE. PREVIOUSLY, THE INDIVIDUAL HELD ONLY AN HONORARY MEMBERSHIP IN THE CORPORATION. |
FORM 990, PART VI, SECTION B, LINE 11B |
THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM AND THEN THE CORPORATE BOARD FINANCE COMMITTEE, EXECUTIVE DIRECTOR, AND DIRECTOR OF FINANCE REVIEW THE FORM 990 PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE. |
FORM 990, PART VI, SECTION B, LINE 12C |
THE CONFLICT OF INTEREST POLICY APPLIES TO THE BOARD OF DIRECTORS, ALL MEMBERS OF STANDING AND ADVISORY COMMITTEES, ANY BOARD OR COMMITTEE MEMBER'S IMMEDIATE FAMILY OR ANY PERSON ACTING ON THE BOARD OR COMMITTEE MEMBER'S BEHALF. ANNUAL CONFLICT OF INTEREST DISCLOSURES ARE REQUIRED OF ALL BOARD MEMBERS. ALL EMPLOYEES ARE REQUIRED TO REVIEW AND ACKNOWLEDGE IN WRITING THE CONFLICT OF INTEREST POLICY UPON HIRE AND ANNUALLY THEREAFTER. IN ADDITION TO THE ANNUAL DISCLOSURE, THE POLICY INCLUDES A DUTY TO TIMELY DISCLOSE SHOULD A POTENTIAL CONFLICT ARISE. AFTER DISCLOSURE OF A POTENTIAL CONFLICT AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, THE INTERESTED PERSON SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT A BOARD OR COMMITTEE MEMBER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE BOARD OR COMMITTEE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD SUCH BOARD OR COMMITTEE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. |
FORM 990, PART VI, SECTION B, LINE 15 |
AS NOTED IN THE SCHEDULE O NARRATIVE IN RESPONSE TO FORM 990, PART VI, SECTION A, LINE 3, THE EXECUTIVE DIRECTOR IS AN EMPLOYEE OF THE MANAGEMENT COMPANY NOT THE CORPORATION. THE CORPORATION EVALUATES THE REASONABLENESS OF THEIR EXPENSES TO THE MANAGEMENT COMPANY, NOT THE SPECIFIC COMPENSATION PACKAGE OF THE MANAGEMENT COMPANY'S EMPLOYEE. |
FORM 990, PART VI, SECTION C, LINE 19 |
THE CORPORATION MAKES THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST. |