Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
|---|---|---|
| FORM 990, PART VI, SECTION A, LINE 6 | THE SOLE MEMBER OF THE CORPORATION SHALL BE CENTERSTONE OF TENNESSEE, INC., A TENNESSEE NONPROFIT CORPORATION. | |
| FORM 990, PART VI, SECTION A, LINE 7A | THE SOLE MEMBER SHALL BE ENTITLED TO APPOINT AT LEAST ONE BOARD DIRECTOR AS SPECIFIED IN THE BYLAWS OF THE CORPORATION. | |
| FORM 990, PART VI, SECTION A, LINE 7B | THE FOLLOWING DECISIONS ARE TO BE RATIFIED BY THE SOLE MEMBER PRIOR TO ACTION: FORMATION OR ACQUISITION OF LEGAL ENTITIES BY THE CORPORATION; AMENDMENT OF THE CHARTER OR BYLAWS OF THE CORPORATION; APPROVAL, ACCEPTANCE, AMENDMENT OR TERMINATION OF CONTRACTS OF THE CORPORATION TO PROVIDE SERVICES OUTSIDE THE HISTORICAL LINES OF BUSINESSES OR SERVICES ENGAGED IN BY THE CORPORATION; AND ADOPTION AND AMENDMENT OF THE STATEMENT OF THE MISSION OF THE CORPORATION. | |
| FORM 990, PART VI, SECTION B, LINE 11 | THE PROCESS OF REVIEWING THE FORM 990 ENTAILS A DETAILED REVIEW OF THE FORM 990 BY THE ORGANIZATION'S CHIEF EXECUTIVE OFFICER, CHIEF ADMINISTRATIVE OFFICER, CORPORATE CONTROLLER, AND THE BOARD OF ADVANTAGE BEHAVIORAL HEALTH. THE FORM 990 INCLUDING REQUESTED SCHEDULES, AS ULTIMATELY FILED WITH THE IRS, ARE PROVIDED ELECTRONICALLY TO EACH VOTING MEMBER OF THE ORGANIZATION'S GOVERNING BODY PRIOR TO FILING. | |
| FORM 990, PART VI, SECTION B, LINE 12C | THE WRITTEN CONFLICT OF INTEREST POLICY OF THE BOARD OF DIRECTORS IS REGULARLY AND CONSISTENTLY MONITORED AND COMPLIANCE ENFORCED BY THE BOARD CHAIRPERSON. THE WRITTEN CONFLICT OF INTEREST POLICY WHICH APPLIES TO ALL STAFF IS CONTAINED IN THE HUMAN RESOURCE POLICIES. ALL STAFF MUST CONFIRM THEY HAVE READ AND UNDERSTAND ALL POLICIES. A SELF DISCLOSURE FROM REQUIRED PERSONS IS REQUIRED ON ANY POTENTIAL CONFLICTS OF INTEREST. | |
| FORM 990, PART VI, SECTION B, LINE 15A | IN EARLY FEBRUARY OF 2008, ANTICIPATING A PENDING MERGER OF CENTERSTONE WITH THE CENTER FOR BEHAVIORAL HEALTH AND QUINCO MENTAL HEALTH SERVICES, THE CENTERSTONE BOARD OF DIRECTORS ASSIGNED A SPECIAL CEO COMPENSATION COMMITTEE TO COMMISSION A SALARY SURVEY AND RECOMMEND BACK TO THE BOARD ON A NEW CONTRACT CONTINGENT FOR THE CENTERSTONE CEO COGNIZANT OF THE PLAN TO HAVE THE CENTERSTONE CEO SERVE AS THE CEO OF THE POST MERGER ENTERPRISE. THE THREE MEMBER COMMITTEE, CHAIRED BY THE CENTERSTONE BOARD CHAIR, AND CONSISTING OF A RECENTLY RETIRED HEALTH CARE EXECUTIVE AND A PRACTICING ATTORNEY, INITIATED AN EXPLORATION OF CONSULTANTS TO ENGAGE IN THIS ENDEAVOR. AFTER EXAMINING A NUMBER OF POTENTIAL CONSULTANTS, THE COMMITTEE CONTRACTED WITH THE MEYERS GROUP ON MARCH 23, 2008. THE MEYERS GROUP IS A MARYLAND BASED CONSULTING FIRM WITH EXTENSIVE EXPERIENCE IN ASSISTING NOT-FOR-PROFIT COMMUNITY MENTAL HEALTH CENTER BOARD'S WITH BOTH CEO RECRUITMENT AS WELL AS OTHER CEO RELATED BOARD CONSULTATION INCLUDING THE AREA OF NOT-FOR-PROFIT CEO COMPENSATION. THE MEYERS GROUP RECEIVED HIGH MARKS FROM EACH OF THE REFERENCES THE COMMITTEE MEMBERS CONTACTED. IN ADDITION THE MEYERS GROUP WAS ENGAGED BY AND ACCOUNTABLE TO THE BOARD OF DIRECTORS, NOT THE CEO. THE ASSIGNMENT TO THE MEYERS GROUP WAS TO CONDUCT AN ASSESSMENT OF THE BEHAVIORAL HEALTH MARKETPLACE WITH THE EXPRESSED PURPOSE OF UNDERSTANDING THE COMPENSATION ARRANGEMENTS THAT EXIST FOR CEOS OF ORGANIZATIONS THAT MIGHT BE COMPARABLE TO CENTERSTONE. THE FRAMEWORK FOR THIS ASSESSMENT WAS TO BE MINDFUL OF THE FOLLOWING FACTORS IN REVIEWING THE MARKET, AS WELL AS IN THE SUBMISSION OF RECOMMENDATIONS TO THE BOARD AS THEY CONSIDER A COMPENSATION PACKAGE FOR ITS CEO, SHOULD CENTERSTONE'S MERGER PLANS BE EXECUTED. THESE FACTORS WERE: MAINTAINING A FOCUS ON "MISSION-DRIVEN" ORGANIZATIONS IN THE NOT-FOR-PROFIT MARKETPLACE; INSURING THAT THE COMPENSATION ARRANGEMENT IS COMPETITIVE SO AS TO ASSURE A LONG TERM RELATIONSHIP MAY EXIST IF THAT IS THE ON-GOING INTENT OF BOTH PARTIES; INSURING THAT THE AGREEMENT FEELS APPROPRIATE IN TERMS OF ITS "REASONABLENESS" (THAT IS, CAN IT BE SUPPORTED AS BEING APPROPRIATE IN THE EYES OF A PUBLIC REVIEW); INSURING THAT AGREEMENT ALSO BE DESIGNED IN A WAY TO RECOGNIZE THE VERY UNIQUE NATURE OF THE UPCOMING MERGER AND THE EXTRAORDINARY LEADERSHIP THAT HAS BEEN AND WILL CONTINUE TO BE NECESSARY TO LEAD CENTERSTONE OF AMERICA AS IT MOVES FORWARD POST-MERGER. SCOPE OF WORK: THE MEYERS GROUP SOUGHT TO GATHER AS MUCH PERTINENT COMPENSATION INFORMATION AS POSSIBLE FROM A VARIETY OF SECTORS IN THE BEHAVIORAL HEALTH MARKETPLACE. THE MEYERS GROUP ALSO SOUGHT TO GATHER INFORMATION ABOUT TOTAL COMPENSATION PACKAGES IN ADDITION TO BASE COMPENSATION AGREEMENTS. THEIR SOURCES OF DATA INCLUDED: EVALUATION OF IRS PUBLIC DOCUMENTS (990S) FOR COMMUNITY MENTAL HEALTH CENTERS (CMHCS) AND OTHER LARGE HUMAN SERVICE PROVIDER SYSTEMS (ADJUSTED FOR 2008 COST OF LIVING CHANGES SINCE MOST 990S AVAILABLE ARE FROM CALENDAR YEAR 2006); CONSIDERATION OF COMPENSATION ARRANGEMENTS DEVELOPED WITH CEOS OF CMHCS THROUGH CONDUCTING PERSONAL INTERVIEWS WITH AS MANY CEOS AS POSSIBLE IN THIS TIME FRAME (THE MEYERS GROUP ACTUALLY CONDUCTED 15 SUCH INTERVIEWS WITH CEOS OF COMPARABLE ORGANIZATIONS); REVIEWING DATA THAT WOULD BE AVAILABLE FOR OTHER MARKET SEGMENTS IN THE BEHAVIORAL HEALTH MARKET, INCLUDING HOSPITALS AND MULTI-STATE PROVIDERS; BASED ON AN ANALYSIS OF THE DATA AVAILABLE THROUGH INTERVIEWS AND PUBLIC DOCUMENTS, AS WELL AS INFORMATION AVAILABLE TO THE MEYERS GROUP AS A RESULT OF ITS PREVIOUS WORK WITH BOARDS OF DIRECTORS OF CMHCS, PROVIDED THE CENTERSTONE BOARD WITH IDEAS TO CONSIDER TO BE ABLE TO OFFER MR. GUTH A COMPREHENSIVE AND COMPETITIVE TOTAL COMPENSATION PACKAGE THAT WILL ASSURE CONTINUITY FOR THE ORGANIZATION. AIDED BY THE MEYERS GROUP REPORT AND BY CORPORATE COUNSEL, THE CEO COMPENSATION COMMITTEE CRAFTED AN AGREEMENT THAT SHOULD THE CEO EARN THE MAXIMUM PERFORMANCE COMPENSATION, WOULD PLACE HIS TOTAL COMPENSATION (INCLUSIVE OF SALARY, GENERAL BENEFITS, AND SPECIAL BENEFITS) AT THE 90% OF CEO TOTAL COMPENSATION FOR NOT-FOR-PROFIT ORGANIZATIONS OF COMPARABLE SIZE AND NATURE. THIS AGREEMENT WAS APPROVED BY THE FULL BOARD OF DIRECTORS OF CENTERSTONE ON MARCH 25, 2008, WAS SUBMITTED TO THE TN ATTORNEY GENERAL FOR REVIEW PENDING THE AFFILIATION, AND WAS REVIEWED IN CLOSED SESSION BY THE CENTERSTONE OF AMERICA BOARD AT ITS FIRST CALLED MEETING ON JUNE 26TH OF 2008. THE CEO'S SALARY HAS NOT BEEN MODIFIED SINCE 2008. THE CEO HAS REDUCED HIS DEFERRED COMPENSATION SINCE 2008 DUE TO THE FINANCIAL DIFFICULTIES OF THE ORGANIZATION. | |
| FORM 990, PART VI, SECTION C, LINE 19 | THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE NOT AVAILABLE FOR PUBLIC INSPECTION. | |
| AUDIT OVERSIGHT | FORM 990, PART XII, LINE 2C | THE BOARD OF DIRECTORS ASSUMES RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT OF THE FINANCIAL STATEMENTS AND NO PROCESSES HAVE CHANGED FROM PRIOR YEAR. |
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