Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 4 | BYLAWS CHANGED JUNE 19, 2019 VARIOUS ARTICLES AND SECTIONS: STANDARDIZES THE DEFINITION OF A QUORUM THROUGHOUT THE BYLAWS. SIGNIFICANT CHANGES INCLUDE: ARTICLE IV, SECTION 2: ELIGIBILITY FOR OFFICE. NEW SECTION TO IDENTIFY NO MORE THAN TWO (2) MEMBERS FROM THE SAME AFFILIATED ORGANIZATION OR CORPORATION MAY SERVE ON THE BOARD AT THE SAME TIME. ARTICLE IV, SECTION 3: DIRECTORS. EXPANDS AND CLARIFIES THE QUALIFICATIONS FOR A MEMBER TO SERVE ON THE BOARD. FURTHER CLARIFIES THE ROLE OF THE GENERAL COUNSEL AND/OR MEDICAL DIRECTOR AS ADVISORY. ARTICLE VI, SECTION 5: PRESIDENT. CLARIFIES THE ROLE OF THE PRESIDENT AS CHAIRMAN OF THE BOARD AND THE AUTHORITY TO APPOINT COMMITTEE MEMBERS. ARTICLE IX: CHANGE OF BYLAWS: CLARIFIES THE PROCESS FOR AMENDING THE BYLAWS TO REQUIRE A 2/3 VOTE OF THE FULL MEMBERS VOTING. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE MEMBERS OF THE CORPORATION ARE DIVIDED INTO TWO CLASSES OF MEMBERSHIP, NAMELY VOTING MEMBERS AND NON-VOTING MEMBERS AS FOLLOWS: VOTING MEMBER FACILITY MEMBER: A "FACILITY MEMBER" IS A NURSING CARE INSTITUTION OR AN ASSISTED LIVING COMMUNITY THAT IS SUBJECT TO LICENSURE, CERTIFICATION OR APPROVAL BY ONE OR MORE GOVERNMENTAL AGENCIES. THE ADMINISTRATOR OR CERTIFIED MANAGER OF RECORD WITH THE ARIZONA DEPARTMENT OF HEALTH SERVICES WILL BE THE REPRESENTATIVE OF THE FACILITY MEMBER UNLESS AN ALTERNATIVE INDIVIDUAL IS IDENTIFIED FROM TIME TO TIME BY THE FACILITY MEMBER AS ITS REPRESENTATIVE IN WRITING DELIVERED TO THE SECRETARY OR EXECUTIVE DIRECTOR. THE REPRESENTATIVE OF THE FACILITY MEMBER SHALL ACT FOR AND VOTE ON BEHALF OF THE FACILITY MEMBER. BUSINESS AFFILIATE MEMBER: A "BUSINESS AFFILIATED MEMBER" IS A PERSON, ENTITY OR ORGANIZATION WHO PROVIDES PRODUCTS OR SERVICES TO FACILITY MEMBERS WHO IS NOT AN OPERATOR OF ANY TYPE OF LONG TERM CARE FACILITY AND WHO IS NOT AFFILIATED WITH ANY ENTITY OR ORGANIZATION THAT IS ELIGIBLE TO BE A VOTING MEMBER OF THE CORPORATION. A BUSINESS AFFILIATE MEMBER SHALL DESIGNATE AN INDIVIDUAL AS ITS REPRESENTATIVE IN WRITING DELIVERED TO THE SECRETARY OR EXECUTIVE DIRECTOR. THE REPRESENTATIVE OF THE BUSINESS AFFILIATE MEMBER SHALL ACT FOR AND VOTE ON BEHALF OF THE BUSINESS AFFILIATE MEMBER. NON-VOTING MEMBER A. INDIVIDUAL MEMBER: AN "INDIVIDUAL MEMBER" IS ANY INDIVIDUAL WHO HAS DEMONSTRATED INTEREST IN OR AFFILIATION WITH THE LONG TERM CARE PROFESSION BUT WHO IS NOT EMPLOYED BY ANY PERSON, ENTITY OR ORGANIZATION THAT IS ELIGIBLE TO BECOME A VOTING MEMBER OF THE CORPORATION. B. HONORARY MEMBER: AN "HONORARY MEMBER" IS AN INDIVIDUAL WHO HAS MADE AN EMINENT CONTRIBUTION TO THE HEALTH CARE FIELD REGARDLESS OF WHO MIGHT EMPLOY HIM. THE BOARD OF DIRECTORS MAY APPOINT OR ELECT AN HONORARY MEMBER AT ANY MEETING OF THE BOARD OF DIRECTORS AT WHICH A QUORUM OF DIRECTORS IS PRESENT. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE BOARD MEMBERS ARE ELECTED BY THE MEMBERS AS FOLLOWS: REGION I - FACILITY VOTING MEMBERS WHO HAVE THEIR PLACE OF BUSINESS IN THE ARIZONA COUNTIES OF MARICOPA AND PINAL VOTE TO ELECT THREE DIRECTORS FROM THAT REGION. REGION II - FACILITY VOTING MEMBERS WHO HAVE THEIR PLACE OF BUSINESS IN THE ARIZONA COUNTIES OF SANTA CRUZ AND PIMA VOTE TO ELECT ONE DIRECTOR FROM THAT REGION. REGION I - FACILITY VOTING MEMBERS WHO HAVE THEIR PLACE OF BUSINESS IN THE ARIZONA COUNTIES OF APACHE, COCHISE, COCONINO, GILA, GRAHAM, GREENLEE, LA PAZ, MOHAVE, NAVAJO, YAVAPAI AND YUMA VOTE TO ELECT THREE DIRECTORS FROM THAT REGION. THE BUSINESS AFFILIATE MEMBERS ELECT ONE MEMBER. THE PRESIDENT, VICE PRESIDENT, SECRETARY, TREASURER AND IMMEDIAT PAST PRESIDENT ALSO SERVE ON THE BOARD AND ARE ELECTED BY ALL THE MEMBERS, AS A WHOLE. |
| FORM 990, PART VI, SECTION A, LINE 7B | DUES INCREASES OF MORE THAN 5% MUST BE APPROVED BY THE MEMBERSHIP. BYLAW AMENDMENTS OR NEW BYLAWS MUST BE APPROVED BY A TWO-THIRDS OF THE FULL MEMBERS WHO VOTE. DISSOLUTION OF THE ORGANIZATION MUST BE APPROVED BY AN AFFIRMATIVE VOTE OF TWO-THIRDS OR MORE OF THE MEMBERSHIP ENTITLED TO VOTE. |
| FORM 990, PART VI, SECTION B, LINE 11B | FORM 990 WILL BE REVIEWED BY THE EXECUTIVE DIRECTOR AND DIRECTOR OF FINANCE AND OPERATIONS PRIOR TO FILING. |
| PART VI, LINE 1A | THE EXECUTIVE COMMITTEE CONSISTS OF THE PRESIDENT, VICE PRESIDENT, SECRETARY, TREASURER, IMMEDIATE PAST PRESIDENT AND ONE REGIONAL DIRECTOR APPOINTED BY A MAJORITY OF THE FOREGOING OFFICERS. THE COMMITTEE HAS THE POWER TO ACT FOR THE ENTIRE BOARD AND TO MANAGE THE AFFAIRS OF THE ORGANIZATION DURING THE INTERVALS BETWEEN REGULAR MEETINGS OF THE BOARD. THE POWERS OF THE EXECUTIVE COMMITTEE INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: - ESTABLISHING POLICIES FOR THE DISTRIBUTION OF ORGANIZATION FUNDS - DELEGATING AUTHORITY AND RESPONSIBILITY TO THE OFFICERS OF THE ORGANIZATION - ESTABLISH ADVISORY COMMITTEES AND APPOINTING MEMBERS TO SUCH COMMITTEES AND - MANAGING THE ORGANIZATION. ITS POWERS ARE LIMITED SUCH THAT IT DOES NOT HAVE THE AUTHORITY TO PERFORM THE FOLLOWING ACTIONS: - AMEND, ALTER, OR REPEAL THE BYLAWS OR THE ARTICLES OF INCORPORATION - ELECT, APPOINT, REMOVE, FIX THE COMPENSATION OF ANY DIRECTOR OR OFFICER OF THE ORGANIZATION - ADOPT A PLAN OR MERGER, CONSOLIDATION OR REORGANIZATION WITH ANOTHER ENTITY - AUTHORIZE THE SALE, LEASE, EXCHANGE OR MORTGAGE OF ALL OR SUBSTANTIALLY ALL THE PROPERTY AND ASSETS OF THE ORGANIZATION - AUTHORIZE THE VOLUNTARY DISSOLUTION OF THE ORGANIZATION OR REVOKE DISSOLUTION PROCEEDINGS - ADOPT A PLAN FOR THE DISTRIBUTION OF THE ASSETS OF THE ORGANIZATION OR - AMEND, ALTER OR REPEAL ANY RESOLUTION OF THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION B, LINE 12C | ALL OFFICERS, DIRECTORS, AND KEY EMPLOYEES ARE REQUIRED TO FILL OUT AN ANNUAL CONFLICT OF INTEREST FORM, WHICH IS REVIEWED BY THE EXECUTIVE DIRECTOR FOR POTENTIAL CONFLICTS. ANY ACTUAL CONFLICTS ARE REVIEWED BY THE BOARD OF DIRECTORS. A PERSON WITH A CONFLICT IS RESTRICTED FROM VOTING ON RELATED MATTERS. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE EXECUTIVE DIRECTOR'S SALARY IS DETERMINED BY THE EMPLOYMENT AGREEMENT IN EFFECT FROM APRIL 1, 2018 THROUGH MARCH 31, 2020. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION'S FORM 990, GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. |
| Software ID: | |
| Software Version: |