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That is very helpful info, Gerard. It'll be more interesting in year 2022 as this is the year the merger between the two CCRCs occurred, as we were taken over. Also, the managing company went from a contractor under our CCRC to a subsidiary under the take-over CCRC. GuideStar has 990's available up to only 2020.
Resident of a CCRC
Whenever there is an issue of disclosure and transparency, for not-for-profits I would proceed as follows without leaving my desk:
1. Click on GuideStar and download the last three IRS Form 990s annual filings and study them. Note on Schedule K, if there are any publicly traded bonds. If so, there will be a CUSIP #. Note the number.
2. Go to EMMA at https://emma.msrb.org/ enter the CUSIP # Explore the tabs and download
a. Official Statement
b. Audited financial statements
c. Quarterly reports
d. Other documents
Next, go to the CCRC CFO and request the state-mandated Disclosure Statement (some states do not require Disclosure Statements), the last IRS Form 990 Return of Organization Exempt From Income Tax, and IRS Form 1023 Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code. The IRS requires not-for-profits to make the last three IRS Form 990 and Form 1023 available to the public. If the CCRC will not provide these documents, then obtain them directly from the IRS by filing IRS Form 4506-A Request for Public Inspection or Copy of Exempt or Political Organization.
After studying the above documents, you should have a good understanding of your CCRC.
So, Asbury Atlantic is the provider. And Asbury Communities is the management company and also is the sole member of Asbury Atlantic, the provider. Asbury Communities, therefore, has control it seems.
Our situation is that another CCRC took over our CCRC. Our CCRC's management company moved over to the take-over CCRC and became a subsidiary of them. Our CCRC's board of directors continues to get management services from the same management company, now part of the take-over CCRC. The upper management of the takeover CCRC has the role of sole member of our CCRC's board of directors. So, the other CCRC controls our board as sole member and providing management services. It appears they really do control us, even as they protest that our board is a separate legal entity.
It is understood this sole member role has 3 powers, what we have been trying to figure out. The role was originally held by our CCRC’s founder who retired (but still consults to the board so still has control).
(1) elect or remove members of the Board of Directors,
(2) approve or reject amendments to the governing documents, and/or
(3) approve or reject certain transactions.
Residents had many overall questions, but mainly none were answered well, mostly unknown or even evasive. Management is not transparent, and we have no access to board by-laws or minutes, or other governing documents.
The takeover CCRC management and our board management both refuse to meet with a few residents in a small focus-type group. We can only meet with the head of our Operations management. A compromise, and loss of really being able to know more about the agreement and results of the two CCRCs joining.
I am a resident of Asbury Methodist Village, a chapter of MaCCRA. I am also the co-chair of the AMV MaCCRA's
Fiduciary & Accountability Committee. We have a two-tiered owner/management system. As stated in our
Maryland required annual Disclosure Statement, Asbury Atlantic, Inc. is the owner/provider of services for AMV and
Asbury Communities, Inc. is the sole member of Asbury Atlantic, Inc. and in reality controls all important decisions made
by Asbury Atlantic, Inc. We suspect that Asbury Atlantic was created to be the entity that had to adhere to the Maryland
Code of Regulations of CCRCs. Asbury Communities, Inc. has also been granted the status of Supporting Organization by
IRS per 509 (a) (3) type 3 - providing supporting (i.e. management services) services to Asbury Atlantic. Asbury Communities Inc
does not publicly report any of its Board of Directors meeting minutes nor of any of its key committee decisions.
I would appreciate input from any CCRC with this problem.