2013-08-14T15:55:45-05:00 2012-12-31 410746749 CLIFTONLARSONALLEN LLP 101 N TRYON STREET SUITE 1000 CHARLOTTE NC 28246 990 2012-01-01 561497371 WELL-SPRING RETIREMENT COMMUNITY INC WELL 3365455418 4100 WELL SPRING DRIVE GREENSBORO NC 27410 K ALAN TUTTEROW 3365455418 2013-08-13 1 JOHN NORMAN P01506766 7049985200 2012 2016-02-24 21:20:13Z K ALAN TUTTEROW 4100 WELL SPRING DRIVE GREENSBORO NC 27410 27869120 0 X WWW.WELL-SPRING.ORG X 1987 NC TO PROVIDE RETIREMENT LIVING SERVICES. 18 18 540 32 0 0 253685 219572 21126598 20859944 145848 902681 -1138406 -141992 20387725 21840205 869329 780721 0 0 10567955 10878968 3930 2095 2095 8782112 9106335 20223326 20768119 164399 1072086 61726054 63472753 55853497 54823100 5872557 8649653 X WELL-SPRING IS A NOT-FOR-PROFIT ORGANIZATION PROVIDING AGING-ADULT SERVICES WHICH CREATE AN EXPERIENCE THAT EXCEEDS THE NEEDS OF AN EVOLVING POPULATION OF OLDER ADULTS.WE ARE COMMITTED TO: - THE CONTINUING PHYSICAL, MENTAL AND SPIRITUAL CARE AND WELL-BEING OF OUR CLIENTS.- DEVELOPING, OBTAINING AND RETAINING EFFECTIVE AND EFFICIENT MANAGEMENT AND EMPLOYEES.- PROVIDING UNSURPASSED CUSTOMER SERVICE AND VALUE.- BEING FISCALLY RESPONSIBLE AND KNOWLEDGEABLE OF INDUSTRY BEST PRACTICES.- INTEGRITY, ETHICAL CONDUCT, AND OPEN AND HONEST COMMUNICATIONS.- WELCOMING, ENCOURAGING AND HONORING DIVERSITY.- BEING GOOD CITIZENS, COMMUNITY LEADERS AND ADVOCATES FOR THE NEEDS OF OLDER ADULTS. 0 0 18631226 780721 20859944 WELL-SPRING RETIREMENT COMMUNITY, INC ("WELL-SPRING"), A NORTH CAROLINA NONPROFIT CORPORATION, WAS ORGANIZED FOR THE PURPOSE OF OPERATING A CONTINUING CARE RETIREMENT COMMUNITY. WELL-SPRING IS GOVERNED BY A BOARD OF TRUSTEES COMPOSED OF CIVIC LEADERS, CURRENTLY CONSISTING OF 18 INDIVIDUALS, WHO SERVE WITHOUT COMPENSATION FOR STAGGERED THREE-YEAR TERMS. A MULTI-DENOMINATIONAL GROUP OF CHURCHES IN GREENSBORO, NORTH CAROLINA INITIALLY SPONSOR AND PROVIDE LEADERSHIP TO WELL-SPRING.REV. RUL. 72-124, 1972-1 C.B. 145, SETS OUT REQUIREMENTS THAT "HOME FOR THE AGED" MUST MEET TO QUALIFY FOR SECTION 501(C) (3) EXEMPTION. THE INTERNAL REVENUE SERVICE PROVIDED THE FOLLOWING REQUIREMENTS: (1) SATISFACTION OF THE NEED FOR HOUSING THROUGH THE PROVISION OF EMOTIONAL, RECREATIONAL, SOCIAL, RELIGIOUS AND SIMILAR NEEDS OF AGED PERSONS; (2) SATISFACTION OF THE NEED FOR HEALTH CARE THROUGH PROVISION OF PHYSICAL AND MENTAL HEALTH SERVICES DIRECTLY OR THROUGH CONTINUING ARRANGEMENTS WITH OUTSIDE ORGANIZATIONS; AND (3) SATISFACTION OF THE NEED FOR FINANCIAL SECURITY THROUGH MAINTAINING IN RESIDENCE ANY PERSONS WHO BECOME UNABLE TO PAY THEIR REGULAR CHARGE AND THROUGH PROVIDING SERVICES AT THE LOWEST FEASIBLE COST. WELL-SPRING SATISFIES ALL THREE REQUIREMENTS.PROGRAM SERVICES REVENUE AND EXPENSE RELATE TO THE PROVISION OF EMOTIONAL, RECREATIONAL, SOCIAL, RELIGIOUS AND SIMILAR NEEDS OF THE RESIDENTS, AS WELL AS THE PROVISION OF PHYSICAL AND MENTAL HEALTH SERVICES. RENTAL INCOME IS RECEIVED FROM BEAUTY/BARBER SHOP, THERAPY COMPANY AND GUEST UNITS LOCATED ON THE WELL-SPRING PREMISES FOR THE CONVENIENCE OF THE ELDERLY RESIDENTS. IN ADDITION, REVENUES RECEIVED FROM OTHER INCOME RELATE TO THE PROCESSING OF APPLICATIONS FOR RESIDENTS AND RELATE TO WELL-SPRING'S EXEMPT PURPOSE OF PROVIDING FOR THE PRIMARY NEEDS OF ELDERLY INDIVIDUALS. IN CONJUNCTION WITH ITS COMMITMENT TO MAINTAINING PERSONS IN RESIDENCE WHO BECOME UNABLE TO PAY, WELL-SPRING HAS ESTABLISHED A BENEVOLENCE FUND WHICH WILL BE USED FOR THE EXCLUSIVE PURPOSE OF PROVIDING CHARITY TO RESIDENTS IN NEED. A BENEVOLENCE COMMITTEE DETERMINES WHICH RESIDENTS OF WELL-SPRING SHOULD RECEIVED BENEFITS FROM THE FUND. 18631226 1 1 0 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 73 0 1 540 1 0 0 0 0 0 0 0 0 0 0 X 18 18 0 0 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X K ALAN TUTTEROW 3365455418 4100 WELL SPRING DRIVE GREENSBORO NC 27410 D HAYES CLEMENT JR 3.00 X X 0 0 0 DAVID R HOWARD 4.00 X X 0 0 0 JAMES M WARD 1.00 X 0 0 0 WILLIAM R CROWDER 1.00 X 0 0 0 K WILLIAM FRASER 1.00 X 0 0 0 MARVIN PINSON 1.00 X 0 0 0 REV HOWARD CHUBBS 1.00 X 0 0 0 ROBERT E SEVIER 1.00 X 0 0 0 CHARLES L WEILL JR 1.00 X 0 0 0 DAVID M WORTH 1.00 X 0 0 0 SALLY B CONE 1.00 X 0 0 0 SHARON DANIEL 1.00 X 0 0 0 KENNETH K BOGGS 1.00 X 0 0 0 MITZI ELLIS 1.00 X 0 0 0 PAUL H LIVINGSTON JR 1.00 X 0 0 0 MACARTHUR SIMS 1.00 X 0 0 0 SUSAN L WILLIAMS 1.00 X 0 0 0 THOMAS WRIGHT 1.00 X 0 0 0 STEPHEN P FLEMING 40.00 X 235530 0 28667 K ALAN TUTTEROW 40.00 X 160253 0 22966 BARBARA W ADAMS 40.00 X 82757 0 8952 GEORGE GALVIN 40.00 X 110896 0 17416 MISTI BYLER 40.00 X 104525 0 9429 693961 0 87430 4 0 1 0 UNITED HEALTHCARE INSURANCE CO 22561 NETWORK PLACE CHICAGO IL 606731225 EMPLOYEE MEDICAL INSURANCE 950280 RENTENBACH CONSTRUCTORS INC 2400 SUTHERLAND AVENUE KNOXVILLE TN 37919 CONSTRUCTION 921736 US FOODSERVICE INC PO BOX 602292 CHARLOTTE NC 282602292 FOOD 895125 DUKE ENERGY PO BOX 70516 CHARLOTTE NC 282720516 ELECTRICITY 526369 PLUMBUILT INC 9 GREAT CASTLE COURT GREENSBORO NC 27455 CONSTRUCTION 526194 18 69893 149679 219572 RESIDENT FEES 623990 19430511 19430511 1429433 1429433 20859944 457231 457231 97177 92438 4739 4739 4739 6376932 4995 5868813 67664 508119 -62669 445450 445450 JV LOSS PROVISION 900003 839045 839045 PROVISION FOR TRANSFER OF INTERES 900003 -985776 -985776 -146731 21840205 20859944 0 760689 780721 780721 478541 478541 8366045 7432900 933145 213838 179707 34131 947415 796198 151217 873129 733769 139360 68524 68524 74841 74841 2100 2100 2095 2095 723891 723891 269284 16345 252939 666273 666273 901752 901752 21508 21508 47682 47682 639484 639484 3166731 3166731 213305 213305 FOOD 1054684 1054684 EQUIP. RENTAL & MAINT. 959104 959104 RESIDENT ACTIVITIES 108351 108351 MAINT. & HORTICULTURE 97827 97827 90994 90994 20768119 18631226 2134798 2095 2482038 2761859 4296583 4605978 164719 0 701447 815656 42546 40001 68001 125576 68723270 32005658 37460754 36717612 16048102 16642917 461864 1763154 61726054 63472753 1782294 1923359 31815406 32812486 20390000 18865000 1865797 1222255 55853497 54823100 X 5530235 8493259 342322 156394 5872557 8649653 61726054 63472753 X 1072086 555395 1149615 X X 0 1 X 1 0 X 83659 77302 65470 253685 118836 598952 18460376 19371522 20470203 21126598 20960680 100389379 621205 609323 1230528 19165240 20058147 20535673 21380283 21079516 102218859 464839 600131 818129 1077960 762200 3723259 825450 489065 496077 1194898 796855 3802345 1290289 1089196 1314206 2272858 1559055 7525604 94693255 1159246 725470 715696 132202 554408 3287022 1159246 725470 715696 132202 554408 3287022 87124 97325 184449 20324486 20783617 21338493 21609810 21633924 105690330 0.89600 0.88960 0.03110 0.03970 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 2100 2100 0 EXPLANATION OF LOBBYING ACTIVITIES: PART II-B, LINE 1: A PORTION OF THE ORGANIZATION'S ASSOCIATION DUES IS ATTRIBUTABLE TO LOBBYING. 602097 25055 627152 1023437 -500000 318933 240273 602097 2830213 2830213 56382974 25205260 31177714 5601623 3906081 1695542 3908460 2894317 1014143 36717612 INVESTMENTS 16642917 F 16642917 REFUNDABLE FEES 992426 OTHER LIABILITIES 125782 INTERCOMPANY PAYABLE 10520 DEFERRED RESIDENT FEE REVENUE 93527 1222255 X 22502222 555395 225458 780853 21721369 118836 118836 21840205 20310557 92438 92438 20218119 550000 550000 20768119 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X, LINE 2: WELL-SPRING AND THE FOUNDATION ARE NOT-FOR-PROFIT ORGANIZATIONS EXEMPT FROM FEDERAL AND STATE INCOME TAXES UNDER INTERNAL REVENUE CODE SECTION 501(C)(3). WELL-SPRING AND THE FOUNDATION FILE AS TAX-EXEMPT ORGANIZATIONS. SHOULD ANY STATUS BE CHALLENGED IN THE FUTURE, WELL-SPRING AND THE FOUNDATION ARE OPEN FOR EXAMINATION BY FEDERAL, STATE, AND LOCAL AUTHORITIES. MANAGEMENT IS NOT AWARE OF ANY ACTIVITIES THAT WOULD JEOPARDIZE THE TAX-EXEMPT STATUS OF WELL-SPRING OR THE FOUNDATION. MANAGEMENT IS NOT AWARE OF ANY SIGNIFICANT ACTIVITIES THAT ARE SUBJECT TO TAX ON UNRELATED BUSINESS INCOME OR EXCISE OR OTHER TAXES FOR WELL-SPRING OR THE FOUNDATION. WELL-SPRING AND THE FOUNDATION HAVE ADOPTED GUIDANCE ON THE INCOME TAX STANDARD REGARDING THE RECOGNITION AND MEASUREMENT OF UNCERTAIN TAX POSITIONS. THE IMPLEMENTATION HAS HAD NO IMPACT ON THE COMMUNITY'S CONSOLIDATED FINANCIAL STATEMENTS. PART XI, LINE 2D - OTHER ADJUSTMENTS: NET ASSETS RELEASED FROM RESTRICTION RENTAL EXPENSE PART XI, LINE 4B - OTHER ADJUSTMENTS: TEMPORARILY RESTRICTED CONTRIBUTIONS PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES INCLUDED IN REVENUES PART XII, LINE 4B - OTHER ADJUSTMENTS: GRANTS SHOWN AS TRANSFER OF ASSETS ON AUDIT ADJUSTMENTS MADE TO ACCOUNT FOR RELEASE FROM RESTRICTED ASSETS 1 ALZHEIMER'S ASSOCIATION 122 N ELM STREET SUITE 800 GREENSBORO NC 27401 561440727 501(C)(3) 5575 MEMORY WALK AMERICAN HEART ASSOCIATION 4217 PARK PLACE COURT GLEN ALLEN VA 23060 135613797 501(C)(3) 5525 HEART WALK COMMUNITY THEATRE OF GREENSBORO 200 N DAVIE STREET GREENSBORO NC 27401 566085349 501(C)(3) 5000 HEALTH CARE MANAGEMENT SCHOLARSHIP & OPERATING SUPPORT EASTERN MUSIC FESTIVAL 200 N DAVIE STREET STE 303 GREENSBORO NC 27401 560771005 501(C)(3) 5525 OPERATING SUPPORT HOUSING GREENSBORO INC PO BOX 3341 GREENSBORO NC 27402 200458814 501(C)(3) 5000 OPERATING SUPPORT PACE OF GUILFORD & ROCKINGHAM COUNTIES 1471 E CONE BLVD GREENSBORO NC 27405 271560334 501(C)(3) 70462 FMV MEALS PROVIDED OPERATING SUPPORT TRIAD STAGE 232 S ELM STREET GREENSBORO NC 27401 621743981 501(C)(3) 5650 OPERATING SUPPORT UNITED WAY OF GREATER GREENSBORO 1500 YANCEYVILLE STREET GREENSBORO NC 27405 560668555 501(C)(3) 11025 OPERATING SUPPORT WELL-SPRING FOUNDATION 4100 WELL SPRING DRIVE GREENSBORO NC 27410 562217797 501(C)(3) 550000 OPERATING SUPPORT PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: WELL-SPRING RETIREMENT COMMUNITY RECEIVES PERIODIC REPORTS FOR THE ORGANIZATION TO WHOM FUNDS WERE DONATED TO ESTABLISH SCHOLARSHIPS. X X X X 0 0 0 0 0 0 0 0 0 STEPHEN P FLEMING 206970 0 20085 0 8475 0 7187 0 21480 0 264197 0 0 0 K ALAN TUTTEROW 134550 0 11209 0 14494 0 4866 0 18100 0 183219 0 0 0 A HEALTH CARE FACILITIES FIRST MORTGAGE REVENUE REFUNDING BONDS SERIES 2003C 521309402 NONEAVAIL 2010-11-10 7065000 TO REFUND THE 2003C BONDS 0 0 0 B NC MEDICAL CARE COMMISSION (SERIES 2003ABC) 521309402 657902M58 2003-12-23 27450000 PARTIAL REFUNDING OF 1997 BONDS 1 0 0 A 1650000 5415000 100418 1998 1 0 1 1 B 18600000 8850000 3420878 608169 1998 0 0 1 1 A 0 0 0 0 0 0 0 B 0 0 0 0 0 0 0 A 0 0 0 0 1 0 0 0 0 B 0 0 0 0 0 0 0 0 0 FORM 990, PART VI, SECTION A, LINE 4 EFFECTIVE AUGUST 30, 2012 WELL-SPRING RETIREMENT COMMUNITY BY-LAWS WERE AMENDED AND RESTATED TO REFLECT THE FOLLOWING: THE SOLE MEMBER -- THE SOLE MEMBER OF THE CORPORATION IS WELL-SPRING SERVICES, INC., A NORTH CAROLINA NONPROFIT CORPORATION ("WELL-SPRING SERVICES"). ACTION BY SOLE MEMBER -- WELL-SPRING SERVICES, AS THE SOLE MEMBER, MAY ACT WITHOUT A MEETING. SUCH ACTION SHALL BE EVIDENCED BY A WRITTEN CONSENT SIGNED BY AN INDIVIDUAL DESIGNATED BY THE BOARD OF DIRECTORS OF WELL-SPRING SERVICES PURSUANT TO SECTION 3 BELOW OR, IN THE ABSENCE OF SUCH DESIGNATION, BY THE CHAIR OF THE BOARD OF WELL-SPRING SERVICES, BEFORE OR AFTER SUCH ACTION, DESCRIBING THE ACTION TAKEN, WHICH CONSENT SHALL BE DELIVERED TO THE CORPORATION AND SHALL BE INCLUDED IN THE CORPORATE MINUTES OR FILED WITH THE CORPORATE RECORDS. AUTHORIZED REPRESENTATIVE OF WELL-SPRING SERVICES -- THE BOARD OF DIRECTORS OF WELL-SPRING SERVICES SHALL DESIGNATE BY NOTICE TO THE CORPORATION AN INDIVIDUAL OR INDIVIDUALS TO VOTE OR CONSENT ON ITS BEHALF, OR, IN THE ABSENCE OF SUCH DESIGNATION, THE CHAIR OF THE BOARD OF WELL-SPRING SERVICES SHALL VOTE OR CONSENT ON ITS BEHALF. SUCH DESIGNATED INDIVIDUAL OR INDIVIDUALS MAY BE REMOVED AND REPLACED AT ANY TIME BY NOTICE TO THE CORPORATION. DETERMINATION -- ANY INDEMNIFICATION UNDER SECTION 2 OF THIS ARTICLE VIII SHALL BE PAID BY THE CORPORATION IN A SPECIFIC CASE ONLY AFTER A DETERMINATION THAT THE TRUSTEE OR INDEMNIFIED OFFICER HAS MET THE STANDARD OF CONDUCT SET FORTH IN SUCH SECTION 2. SUCH DETERMINATION SHALL BE MADE: (D) BY WELL-SPRING SERVICES, BUT DIRECTORS OF WELL-SPRING SERVICES WHO ARE AT THE TIME PARTIES TO THE PROCEEDING SHALL NOT VOTE ON THE DETERMINATION. AMENDMENTS -- THESE BYLAWS MAY BE AMENDED OR REPEALED AND NEW BYLAWS MAY BE ADOPTED BY THE CONSENT OF THE BOARD OF DIRECTORS OF WELL-SPRING SERVICES AND THE AFFIRMATIVE VOTE OF A MAJORITY OF THE ENTIRE BOARD OF TRUSTEES AT ANY MEETING OF THE BOARD OF TRUSTEES OF THE CORPORATION; PROVIDED, THAT NOTICE OF THE MEETING SHALL HAVE BEEN GIVEN NO LESS THAN FIVE (5) DAYS PRIOR TO THE MEETING AND THE NOTICE SHALL (I) STATE THAT THE PURPOSE OR ONE OF THE PURPOSES OF THE MEETING IS TO CONSIDER A PROPOSED AMENDMENT TO THE BYLAWS AND (II) INCLUDE A COPY OR SUMMARY OF THE PROPOSED AMENDMENT OR STATE THE GENERAL NATURE OF THE AMENDMENT. SUCH NOTICE MAY BE WAIVED AS PROVIDED IN THESE BYLAWS. FORM 990, PART VI, SECTION B, LINE 11 BEFORE THE FILING OF THE INFORMATION TAX RETURN 990 FOR WELL-SPRING RETIREMENT COMMUNITY, THE FORM 990 WAS REVIEWED IN DETAIL BY THE CHIEF FINANCIAL OFFICER AND CHIEF EXECUTIVE OFFICER. EACH MEMBER OF THE WELL-SPRING RETIREMENT COMMUNITY'S BOARD OF TRUSTEES WAS PROVIDED WITH A COPY OF WELL-SPRING RETIREMENT COMMUNITY'S FORM 990 PRIOR TO FILING OF THE FORM 990. FORM 990, PART VI, SECTION B, LINE 12C THE TRUSTEES SHALL COMPLETE AND RETURN TO THE SECRETARY AN ANNUAL STATEMENT THAT EACH OF THEM: (A) HAS RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY; (B) HAS READ AND UNDERSTANDS THE POLICY; (C) AGREES TO COMPLY WITH THIS POLICY; (D) UNDERSTANDS THAT THE POLICY APPLIES TO ALL COMMITTEES; AND (E) UNDERSTANDS THAT THE ORGANIZATION IS A CHARITABLE ORGANIZATION AND MUST CONTINUOUSLY ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. FORM 990, PART VI, SECTION B, LINE 15 PRESIDENT/CEO COMPENSATION: IT SHALL BE THE POLICY OF WELL-SPRING RETIREMENT COMMUNITY TO ANNUALLY REVIEW THE PERFORMANCE OF THE PRESIDENT AND CEO UNLESS CIRCUMSTANCES DEMAND MORE FREQUENT REVIEW INTERVALS. THE PRESIDENT/CEO'S REVIEW SHALL BE CONDUCTED BY THE BOARD OF TRUSTEES; HOWEVER THE BOARD OF TRUSTEES MAY DELEGATE THIS FUNCTION TO ITS COMPENSATION COMMITTEE. PROCEDURES FOR SETTING COMPENSATION: 1. A BOARD OF TRUSTEES COMPENSATION COMMITTEE SHALL BE APPOINTED ANNUALLY BY THE BOARD CHAIR. THE COMMITTEE SHALL BE COMPRISED OF THE CURRENT CHAIR, IMMEDIATE PAST CHAIR, CHAIR-ELECT (IF ANY) AND 1-2 TRUSTEES AT LARGE. 2. THE COMMITTEE SHALL MEET APPROXIMATELY THIRTY DAYS PRIOR TO THE END OF THE WELL-SPRING RETIREMENT COMMUNITY'S FISCAL YEAR. 3. PRIOR TO THE MEETING, THE PRESIDENT/CEO SHALL PROVIDE COMPARABLE SALARY AND BENEFIT DATA THROUGH EXTERNAL SOURCES SUCH AS: THE AAHSA SALARY AND BENEFIT REPORT, NCANPHA WAGE SURVEY, PUBLIC RECORD IRS FORM 990S, AND INDEPENDENT SURVEYS. 4. PRIOR TO THE MEETING, THE PRESIDENT/CEO SHALL PROVIDE A STATEMENT OF ACHIEVEMENTS COMPARED TO GOALS FOR THE CURRENT YEAR AND A PRELIMINARY LIST OF PERFORMANCE GOALS FOR THE SUCCEEDING YEAR. 5. AT THE MEETING, THE PRESIDENT/CEO SHALL INFORM THE COMMITTEE OF PROPOSED SALARY ADJUSTMENTS FOR SENIOR MANAGEMENT FOR THE SUCCEEDING YEAR. THE PRESIDENT/CEO MAY PRESENT COMPARABLE SALARY DATA FOR SENIOR MANAGEMENT AT THE COMMITTEE'S DISCRETION. 6. AT THE MEETING AND AFTER PRESENTING YEAR-END RESULTS AND SUCCEEDING YEAR GOALS, THE COMMITTEE MAY EXCUSE THE PRESIDENT/CEO, ENTER INTO EXECUTIVE SESSION AND DISCUS THE PRESIDENT/CEO'S PERFORMANCE AND COMPENSATION. 7. AT THE CONCLUSION OF THE MEETING, THE BOARD OF TRUSTEES' CHAIR SHALL MEET WITH THE PRESIDENT/CEO IN ORDER TO REVIEW THE COMMITTEE'S ASSESSMENT OF PERFORMANCE AND SALARY. SALARY ADJUSTMENTS TO THE PRESIDENT/CEO'S COMPENSATION SHALL BE AUTHORIZED BY SIGNATURE OF THE BOARD CHAIR OR VICE CHAIR ONLY. 8. AT THE FIRST BOARD OF TRUSTEES' MEETING FOLLOWING THE COMPENSATION COMMITTEE'S MEETING, THE BOARD OF TRUSTEES' CHAIR SHALL REPORT THE COMMITTEE'S FINDINGS AND THE COMMITTEE'S ACTIONS REGARDING EMPLOYMENT STATUS, RECOMMENDATIONS AND SALARY OR BENEFIT ADJUSTMENTS FOR THE PRESIDENT/CEO. EXECUTIVE MANAGERS COMPENSATION PHILOSOPHY OBJECTIVE: THE COMPENSATION COMMITTEE BELIEVES THAT THE PRIMARY OBJECTIVES OF WELL-SPRING'S EXECUTIVE COMPENSATION POLICIES SHOULD BE: - TO ATTRACT AND RETAIN TALENTED EXECUTIVES BY PROVIDING COMPENSATION THAT IS, OVERALL, HIGHLY COMPETITIVE WITH THE COMPENSATION PROVIDED TO EXECUTIVES AT COMPANIES OF COMPARABLE POSITION IN THE CONTINUING CARE RETIREMENT COMMUNITY FIELD, WHILE MAINTAINING COMPENSATION WITHIN LEVELS THAT ARE CONSISTENT WITH WELL-SPRING'S ANNUAL BUDGET, FINANCIAL OBJECTIVES, OPERATING PERFORMANCE AND RESIDENT AND STAFF SATISFACTION; AND - TO PROVIDE APPROPRIATE INCENTIVES FOR EXECUTIVES TO WORK TOWARD THE ACHIEVEMENT OF WELL-SPRING'S ANNUAL FINANCIAL PERFORMANCE AND BUSINESS GOALS BASED ON WELL-SPRING'S ANNUAL BUDGET. THE COMPENSATION COMMITTEE REVIEWS EXECUTIVE COMPENSATION POLICIES ANNUALLY TAKING INTO CONSIDERATION WELL-SPRING'S FINANCIAL PERFORMANCE, ITS ANNUAL BUDGET, ITS POSITION IN THE INDUSTRY AND WELL-SPRING'S MISSION STATEMENT AND CORE VALUES. THE COMPENSATION COMMITTEE BELIEVES THAT IN ADDITION TO CORPORATE PERFORMANCE, IT IS APPROPRIATE IN SETTING AND REVIEWING EXECUTIVE COMPENSATION TO CONSIDER THE LEVEL OF EXPERIENCE AND RESPONSIBILITIES OF EACH EXECUTIVE OFFICER AS WELL AS THE PERSONAL CONTRIBUTIONS A PARTICULAR INDIVIDUAL AMY MAKE TO THE SUCCESS OF WELL-SPRING RETIREMENT COMMUNITY, INC. FORM 990, PART VI, SECTION C, LINE 19 WELL-SPRING RETIREMENT COMMUNITY'S FINANCIAL STATEMENTS ARE CONSOLIDATED WITH THOSE OF WELL-SPRING FOUNDATION. INCLUDED WITH THE AUDITED FINANCIAL STATEMENTS ARE SCHEDULES WHICH SHOW STAND ALONE FIGURES FOR BOTH WELL-SPRING FOUNDATION AND WELL-SPRING RETIREMENT COMMUNITY. THE CONSOLIDATED FINANCIAL STATEMENTS ARE PART OF WELL-SPRING'S ANNUAL DISCLOSURE STATEMENT WHICH IS FILED WITH THE NC DEPARTMENT OF INSURANCE. THE NC DEPARTMENT OF INSURANCE POST ALL DISCLOSURE STATEMENTS ON THEIR WEB SITE. THE CONSOLIDATED FINANCIAL STATEMENTS ARE FILED ANNUALLY WITH THE SEC VIA EMMA (ELECTRONIC MUNICIPAL MARKET ACCESS). ADDITIONALLY, COPIES OF GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 9: TRANSFER OF MEMBERSHIP INTEREST 985,776. TRANSFERS TO/FROM FOUNDATION 163,839. FORM 990, PART XII, LINE 2C: THE ORGANIZATION HAS A COMMITTEE THAT ASSUMES RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AND SELECTION OF AN INDEPENDENT ACCOUNTANT. THE ORGANIZATION HAS NOT CHANGED ITS OVERSIGHT PROCESS OR SELECTION PROCESS DURING THE TAX YEAR. FORM 990, PART VII, LINE 1A, COLUMN (B): AVERAGE HOURS PER WEEK LISTED IN COLUMN (B) INCLUDE HOURS UTILIZED TOWARDS BOTH THE FILING ORGANIZATION AND RELATED ORGANIZATIONS. WELL-SPRING FOUNDATION 4100 WELL SPRING DRIVE GREENSBORO NC 27410 562217797 FUNDRAISING NC 501(C)(3) LINE 11A, I N/A 0 PACE OF GUILFORD & ROCKINGHAM COUNTIES INC 721 GREEN VALLEY ROAD GREENSBORO NC 27408 271560334 ALL INCLUSIVE ELDERLY CARE NC 501(C)(3) LINE 9 N/A 0 PACE OF SOUTHERN PIEDMONT INC 6133 THE PLAZA CHARLOTTE NC 28215 274683614 ALL INCLUSIVE ELDERLY CARE NC 501(C)(3) LINE 9 N/A 0 WELL SPRING SERVICES INC 4100 WELL SPRING DRIVE GREENSBORO NC 27410 900885759 HOLDING COMPANY NC 501(C)(3) LINE 9 N/A 0 0 1 1 0 0 0 0 0 0 0 0 1 1 0 0 1 0 0 1 WELL SPRING FOUNDATION B 550000 CASH TRANSACTION WELL SPRING FOUNDATION S 163839 CASH TRANSACTION WELL SPRING FOUNDATION S 69892 CASH TRANSACTION WELL SPRING SERVICES C 985776 TRANSFER OF MEMBERSHIP OBLIGATION