2025-05-13T18:57:57-05:00 2024-06-30 410746749 CLIFTONLARSONALLEN LLP 10700 NORTHUP WAY SUITE 200 BELLEVUE WA 98004 990 2023-07-01 911833480 MARY'S WOODS AT MARYLHURST INC MARY 5036752004 17400 HOLY NAMES DRIVE 70 LAKE OSWEGO OR 97034 KIMBERLY SCOTT CFO 5036752004 2025-05-12 1 1 KURT BENNION CPA P01469618 4252506100 2025-04-26 2023 2025-03-06 01:10:19Z TRAVIS DUNCAN 17400 HOLY NAMES DRIVE 70 LAKE OSWEGO OR 97034 61821186 0 X WWW.MARYSWOODS.ORG X 1997 OR TO PROVIDE SENIOR HOUSING THROUGH A LIFE PLAN COMMUNITY WITH A RANGE OF LIVING OPTIONS THAT INCLUDE: INDEPENDENT LIVING, ASSISTED LIVING, MEMORY SUPPORT, AND RESIDENTIAL CARE. 19 19 572 35 668458 0 314935 805857 42064859 45381327 1353180 2362168 932733 1393977 44665707 49943329 131509 3250 0 0 21433953 23080277 0 0 463505 32578261 35002285 54143723 58085812 -9478016 -8142483 319477576 329859443 405298864 420529087 -85821288 -90669644 X TO ENSURE THE DIGNITY, INDEPENDENCE, WELL-BEING AND SECURITY OF OLDER PERSONS BY PROVIDING INDIVIDUALS A CONTINUUM OF HOUSING, HEALTH, AND EDUCATIONAL SERVICES. SEE SCHEDULE O FOR MORE ON BACKGROUND AND MISSION. 0 0 52483738 3250 45381327 MARY'S WOODS IS A CONTINUING CARE RETIREMENT COMMUNITY (ALSO KNOWN AS A LIFE PLAN COMMUNITY) LOCATED IN THE PORTLAND METROPOLITAN AREA THAT PROVIDES A CONTINUUM OF HOUSING, HEALTH AND EDUCATIONAL SERVICES TO THOSE 62 YEARS OF AGE AND OLDER. SERVICES PROVIDED TO ITS RESIDENT POPULATION INCLUDE INDEPENDENT AND SUPPORTED HOUSING, HEALTH CARE SUPPORT, WELLNESS PROGRAMMING, EDUCATIONAL, SOCIAL AND CULTURAL ACTIVITIES, AND SPIRITUAL CARE. THE RESIDENT POPULATION IS APPROXIMATELY 740 INDIVIDUALS, WITH THE VAST MAJORITY LIVING INDIVIDUALLY IN 481 APARTMENTS AND VILLAS. AS PART OF ITS CONTINUING CARE COMMITMENT, MARY'S WOODS ALSO SUPPORTS TWO HEALTH CARE CENTERS THAT CAN HOUSE APPROXIMATELY 160 RESIDENTS IN ASSISTED LIVING, RESIDENTIAL CARE, AND MEMORY CARE PROGRAMS. (SEE SCHEDULE O)DURING THE FISCAL YEAR ENDED JUNE 30, 2024, MARY'S WOODS PROVIDED 44,783 DAYS OF RESIDENT SERVICES TO AGING ADULTS.MARY'S WOODS ALSO OFFERS SERVICES AND ACTIVITIES TO NON-RESIDENTS LIVING IN THE SURROUNDING COMMUNITY INCLUDING MUSICAL CONCERTS, TALKS, ART DISPLAYS, AND TRANSPORTATION VIA A SHUTTLE SERVICE ON SATURDAYS. BACKGROUND AND MISSION:MARY'S WOODS IS A CONTINUING CARE RETIREMENT COMMUNITY (CCRC) ESTABLISHED IN 1997 AND OPENED IN 2001 AS A MINISTRY OF THE SISTERS OF THE HOLY NAMES OF JESUS AND MARY. MARY'S WOODS IS AN EXTENSION OF THE HERITAGE OF THE SISTERS OF THE HOLY NAMES OF JESUS AND MARY, WHICH IS TO PROVIDE A CONTINUUM OF HOUSING, HEALTH AND EDUCATIONAL SERVICES TO ENSURE THE FULL DEVELOPMENT OF EVERY INDIVIDUAL AT EVERY STAGE OF LIFE.MARY'S WOODS AT MARYLHURST IS A CARING COMMUNITY INSPIRED BY THE VISION AND VALUES OF THE SISTERS OF THE HOLY NAMES OF JESUS AND MARY, PROVIDING A CONTINUUM OF HOUSING, HEALTH AND EDUCATIONAL SERVICES. MARY'S WOODS RESPONDS TO THE GOSPEL'S VISION OF FULL DEVELOPMENT FOR EVERY INDIVIDUAL AT EACH LIFE STAGE. MARY'S WOODS SEEKS TO ENSURE THE DIGNITY, INDEPENDENCE, WELL-BEING AND SECURITY OF OLDER PERSONS THROUGH THE PROVISION OF A RANGE OF SERVICES AND EDUCATIONAL OPTIONS. AN ARRAY OF SERVICES ENRICHES THE PHYSICAL, EMOTIONAL AND SPIRITUAL WELL-BEING OF EACH RESIDENT, EMPLOYEE AND ALL OTHERS AFFILIATED WITH OUR COMMUNITY. SPONSORED BY THE SISTERS OF THE HOLY NAMES AND ROOTED IN CATHOLIC ETHICAL VALUES, MARY'S WOODS IS CHARACTERIZED BY A COMMITMENT TO: AN ENVIRONMENT OF BEAUTY, A CELEBRATION OF LIFE, HOSPITALITY AND COMPASSION, REVERENCE AND INTEGRITY, A SPIRIT OF SERVICE AND THE EXPLORATION OF THE JOURNEY OF AGING. MARY'S WOODS LIVES OUT ITS CORE VALUES OF RESPECT, COMPASSION, EXCELLENCE, STEWARDSHIP AND JUSTICE IN A SPIRIT OF SERVICE BY BEING A WELCOMING, CARING AND GENEROUS COMMUNITY. AS A MISSION-DRIVEN NOT-FOR-PROFIT ORGANIZATION, MARY'S WOODS HAS THE PRIVILEGE OF ENHANCING THE LIVES OF BOTH THOSE WHO LIVE AND WORK ON THE CAMPUS AND THOSE RESIDING IN THE BROADER COMMUNITY.MARY'S WOODS EXPANDED ITS FUNDRAISING SERVICES TO CONTINUE TO CARRY OUT THE ORGANIZATION'S MISSION. MARY'S WOODS ACCEPTS CHARITABLE CONTRIBUTIONS FOR FIVE FUNDS: (1) RESIDENT ASSISTANCE, (2) EMPLOYEE EDUCATION, (3) INNOVATION, (4) CAPITAL PROJECTS AND IMPROVEMENTS AND (5) GREATEST NEED. THESE FUNDS HELP US SERVE OUR MISSION. FOR EXAMPLE, THE RESIDENT ASSISTANCE FUND HELPS RESIDENTS WHO, THROUGH NO FAULT OF THEIR OWN, FACE DIFFICULTIES MEETING THEIR BASIC MONTHLY COSTS. IN THESE INSTANCES, THE FUND SERVES AS A SAFETY NET. KNOWING THE RESIDENT ASSISTSANCE FUND IS THERE TO HELP WHEN NEEDED PROVIDES THE COMMUNITY WITH A PROFOUND SENSE OF SECURITY. 52483738 1 1 0 0 0 0 0 0 1 0 1 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 72 0 572 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 19 19 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 0 0 OR X KIMBERLY SCOTT 5036752004 17400 HOLY NAMES DRIVE 70 LAKE OSWEGO OR 97034 JAMES ARP CEO & PRESIDENT (THROUGH JAN 2024) 45.00 X 341050 0 41354 KIMBERLY SCOTT CFO & INTERIM CEO 50.00 X 230161 0 35742 RALF BRABANDT CHIEF OPERATING OFFICER 50.00 X 208818 0 31938 KEVIN HABERMAN DIRECTOR OF ENVIRONMENTAL SERVICES 50.00 X 188883 0 24975 ANDREW KING DIRECTOR OF INFORMATION TECHNOLOGY 45.00 X 158236 0 16556 COLETTE REES CHIEF MARKETING & COMMUNICATIONS OFFICER 50.00 X 166890 0 16925 ALISON DIVINE-BEPPLER DIRECTOR OF PEOPLE & CULTURE 50.00 X 147473 0 8652 SUSAN FOY MISSION INTEGRATION DIRECTOR 50.00 X 119777 0 30017 ELIZABETH MOORE HEALTH SERVICES ADMINISTRATOR 50.00 X 140078 0 7008 CRAIG KELLY CHAIR 4.00 X X 0 0 0 JEFF GUDMAN VICE CHAIR 2.00 X X 0 0 0 BECKY GRAHAM TREASURER 2.00 X X 0 0 0 SR LYNDA THOMPSON SECRETARY 2.00 X X 0 0 0 JANE ATKINSON DIRECTOR 2.00 X 0 0 0 RONALD BASILE DIRECTOR 2.00 X 0 0 0 DICK CLARK DIRECTOR 2.00 X 0 0 0 CHRIS CUNNINGHAM RESIDENT REPRESENTATIVE 2.00 X 0 0 0 SR CAROL HIGGINS APPOINTED DIRECTOR 2.00 X 0 0 0 GAIL M HOUCK PHD RN DIRECTOR 2.00 X 0 0 0 KENT IKEDA DIRECTOR 2.00 X 0 0 0 RUTH JOHANSON DIRECTOR 2.00 X 0 0 0 WALT KNAPP RESIDENT REPRESENTATIVE 2.00 X 0 0 0 COLLEEN MARILLEY LYMAN BSN RN DIRECTOR 2.00 X 0 0 0 TOM MARKGRAF DIRECTOR 2.00 X 0 0 0 VICKI NAKASHIMA DIRECTOR 2.00 X 0 0 0 MARTY RINGLE DIRECTOR 2.00 X 0 0 0 ROBERT BASTIAN WAGNER MD DIRECTOR 2.00 X 0 0 0 ASHLEY WISE CPA MPACC DIRECTOR 2.00 X 0 0 0 1701366 0 213167 23 0 1 0 EXPRESS SERVICES PO BOX 844277 LOS ANGELES CA 90084 AGENCY SERVICES 2160998 ACTRIV HEALTHCARE INC 3650 S CEDAR STREET TACOMA WA 98409 AGENCY SERVICES 1238035 STORM LANDSCAPING PO BOX 230235 PORTLAND OR 97281 LANDSCAPING SERVICES 647808 EXECUTIVE SECURITY SERVICES PO BOX 272 WEST LINN OR 97068 SECURITY SERVICES 406104 THE FLOOR STORE 5628 SE WOODSTOCK BLVD PORTLAND OR 97222 FLOORING SERVICES 374690 14 805857 21868 805857 RESIDENT SERVICES 623000 40984211 40984211 EARNED ENTRANCE FEES 623000 4397116 4397116 45381327 2052492 2052492 25045 0 25045 25045 25045 12153703 11844027 309676 309676 309676 47205 33830 13375 13375 OTHER REVENUE 900099 973467 668458 305009 FOOD SERVICE REVENUE 722320 382090 382090 1355557 49943329 45381327 668458 3087687 X 3250 3250 1346086 429445 916641 17440250 15126865 1958975 354410 373415 338255 27233 7927 2103670 1815373 247244 41053 1816856 1513441 268895 34520 166850 166850 94964 94964 79489 79489 6697449 6190609 501818 5022 795 795 575518 226938 345910 2670 7132083 7092344 37867 1872 79029 78741 288 137901 41498 87285 9118 6348553 6310087 36654 1812 8839340 8785782 51035 2523 1137507 1130615 6567 325 FOOD SERVICES 2570378 2569890 488 REPAIRS & MAINTENANCE 356953 356953 MISCELLANEOUS 350827 230888 119833 106 MEDICAL SUPPLIES 206227 206227 228422 36537 190026 1859 58085812 52483738 5138569 463505 2726613 3551764 759012 2268497 52592 75285 369640 362759 340443153 88648272 258571304 251794881 45981937 60409286 431559 396085 10584919 11000886 319477576 329859443 3404732 3620382 34690676 35992140 126338968 125972902 171033633 184311233 69830855 70632430 405298864 420529087 X -89131209 -95087323 3309921 4417679 -85821288 -90669644 319477576 329859443 X -8142483 3297205 -3078 X X 0 1 X 1 0 X 416516 4218220 256379 314935 805857 6011907 33808585 35734042 35793545 42064859 45381327 192782358 34225101 39952262 36049924 42379794 46187184 198794265 0 0 0 198794265 1552401 1375565 1748361 1459845 2077537 8213709 1552401 1375565 1748361 1459845 2077537 8213709 18858 18858 944690 814840 493151 604150 734304 3591135 36722192 42142667 38310294 44443789 48999025 210617967 0.94390 0.94210 0.03900 0.03830 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: FOOD SERVICE REVENUE OTHER REVENUE SALE OF INVENTORY RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 X 64909958 64909958 241190741 65513158 175677583 33945690 22830737 11114953 396764 304377 92387 251794881 OPERATING LEASE LIABILITY 69129560 DEPOSITS 1502870 70632430 X 41982081 74334 74334 41907747 79489 7956093 8035582 49943329 41478090 0 41478090 79489 16528233 16607722 58085812 PART IV, LINE 2B: ENTRANCE FEES PAID BY A RESIDENT UPON ENTERING INTO A RESIDENCY AGREEMENT ARE RECORDED AS REFUNDABLE ENTRANCE FEES OR DEFERRED REVENUE. MARY'S WOODS OFFERS THREE TYPES OF PLANS: PLAN 1, PLAN 2, AND PLAN 3. UNDER PLAN 1, UPON TERMINATION OF THE RESIDENCY AGREEMENT DUE TO CANCELLATION, DEATH, OR OTHER REASON, AN AMOUNT NOT LESS THAN 80% OF THE ORIGINAL ENTRANCE FEE OR CURRENT ENTRANCE FEE, WHICHEVER IS LOWER, WOULD BE REFUNDED TO THE RESIDENT ONLY AT THE TIME OF REOCCUPANCY OF THE VACATED UNIT OR A LIKE UNIT. UNDER PLAN 2, UPON TERMINATION OF THE RESIDENCY AGREEMENT DUE TO CANCELLATION, DEATH, OR OTHER REASON, AN AMOUNT NOT LESS THAN 50% OF THE ORIGINAL ENTRANCE FEE OR CURRENT ENTRANCE FEE, WHICHEVER IS LOWER, WOULD BE REFUNDED TO THE RESIDENT ONLY AT THE TIME OF REOCCUPANCY OF THE VACATED UNIT OR A LIKE UNIT. THE ENTRANCE FEE FOR PLAN 2 AMORTIZES 2% PER MONTH FOR 20 MONTHS FROM THE DATE OF OCCUPANCY PLUS AN IMMEDIATE 10% UPON MOVE-IN, BUT IN NO EVENT WILL THE ENTRANCE FEE REFUND AMORTIZE BELOW 50% OF THE ENTRANCE FEE. UNDER PLAN 3, THE AMOUNT OF ENTRANCE FEES THAT ARE REFUNDABLE IS PRORATED BASED ON LENGTH OF STAY OF THE RESIDENT, AND AFTER A CERTAIN LENGTH OF STAY, NO REFUND IS PROVIDED. THE ENTRANCE FEE FOR PLAN 3 AMORTIZES 2% PER MONTH FOR 45 MONTHS FROM THE DATE OF OCCUPANCY PLUS AN IMMEDIATE 10% UPON MOVE-IN, UNTIL THE ENTRANCE FEE IS FULLY AMORTIZED. UNDER ALL TYPES OF PLANS, ANY REFUND DUE IS SUBJECT TO REDUCTION FOR ANY UNPAID FEES OR CHARGES INCURRED BY A RESIDENT AND IS PAID FROM THE PROCEEDS OF THE NEW ENTRANCE FEE. IN ADDITION TO THE REFUNDABLE ENTRANCE FEES DESCRIBED ABOVE, THE ORGANIZATION HOLDS WAIT-LIST DEPOSITS FOR INDIVIDUALS PLANNING TO MOVE INTO OUR FACILITIES. DEPOSITS MAY BE EITHER 10% OF THE ENTRANCE FEE OR $2,000. IF AN INDIVIDUAL MAKES A $2,000 DEPOSIT AND THEN REMOVES THEMSELVES FROM THE WAIT LIST, 70% OF THE AMOUNT IS REFUNDED TO THEM. IF AN INDIVIDUAL MAKES A 10% DEPOSIT AND THEN REMOVES THEMSELVES FROM THE WAIT LIST, THEIR ENTIRE DEPOSIT IS REFUNDED TO THEM. PART X, LINE 2: THE INTERNAL REVENUE SERVICE (IRS) HAS RECOGNIZED MARY'S WOODS AS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(A) OF THE INTERNAL REVENUE CODE (IRC) AS AN ORGANIZATION DESCRIBED IN SECTION 501(C)(3) OF THE IRC, EXCEPT TO THE EXTENT OF UNRELATED BUSINESS INCOME TAX UNDER IRC SECTIONS 511-515. NO INCOME TAX IS RECORDED. ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA REQUIRE MARY'S WOODS' MANAGMENT TO EVALUATE TAX POSITIONS TAKEN BY MARY'S WOOD AND RECOGNIZE A TAX LIABILITY (OR ASSET) IF MARY'S WOODS HAS TAKEN AN UNCERTAIN POSITION THAT MORE-LIKELY-THAN-NOT WOULD NOT BE SUSTAINED UPON EXAMINATION BY THE IRS. MANAGMENT HAS ANALYZED TAX POSITIONS TAKEN BY MARY'S WOODS AND HAS CONCLUDED THAT AS OF THE JUNE 30, 2024 AND 2023, THERE ARE NO UNCERTAIN POSITIONS TAKEN OR EXPECTED TO BE TAKEN THAT WOULD REQUIRE RECOGNITION OF A LIABILITY (OR ASSET) OR DISCLOSURE IN THE FINANCIAL STATEMENTS. MARY'S WOODS IS SUBJECT TO ROUTINE AUDITS BY TAXING JURISDICTIONS; HOWEVER, THERE ARE CURRENTLY NO AUDITS FOR ANY TAX PERIODS IN PROGRESS. PART XI, LINE 2D - OTHER ADJUSTMENTS: NET ASSETS RELEASED FROM RESTRICTIONS 74,334. PART XI, LINE 4B - OTHER ADJUSTMENTS: EARNED ENTRANCE FEES 4,397,116. INCOME ON INVESTMENTS 1,826,523. RETAIL CENTER 470,441. RESTRICTED CONTRIBUTIONS 805,857. INCOME FROM RESTRICTED INVESTMENTS 146,480. REALIZED GAINS ON INVESTMENTS 309,676. PART XII, LINE 4B - OTHER ADJUSTMENTS: INTEREST AND AMORTIZATION 6,364,303. DEPRECIATION 8,804,523. AMORTIZATION OF GROUND LEASE 1,324,591. AMORTIZATION OF PREPAID GROUND LEASE 34,816. X X X X 0 0 0 1 0 1 0 0 0 JAMES ARP CEO & PRESIDENT (THROUGH JAN 2024) 300390 0 40660 0 0 0 16934 0 24420 0 382404 0 0 0 KIMBERLY SCOTT CFO & INTERIM CEO 228661 0 1500 0 0 0 11322 0 24420 0 265903 0 0 0 RALF BRABANDT CHIEF OPERATING OFFICER 207068 0 1750 0 0 0 10446 0 21492 0 240756 0 0 0 KEVIN HABERMAN DIRECTOR OF ENVIRONMENTAL SERVICES 187383 0 1500 0 0 0 9387 0 15588 0 213858 0 0 0 ANDREW KING DIRECTOR OF INFORMATION TECHNOLOGY 156736 0 1500 0 0 0 7904 0 8652 0 174792 0 0 0 COLETTE REES CHIEF MARKETING & COMMUNICATIONS OFFICER 165390 0 1500 0 0 0 8273 0 8652 0 183815 0 0 0 ALISON DIVINE-BEPPLER DIRECTOR OF PEOPLE & CULTURE 145873 0 1600 0 0 0 0 0 8652 0 156125 0 0 0 PART I, LINE 5 THE CEO HAS AN INCENTIVE COMPENSATION PLAN, UNDER WHICH AN ANNUAL BONUS MAY BE GRANTED. FOR CALENDAR YEAR 2023, THE FACTORS USED TO DETERMINE THE CEO'S BONUS WERE TOTAL RESIDENT REVENUES, NET OPERATING MARGIN, OCCUPANCY RATES, RESIDENT SATISFACTION AND EMPLOYEE SATISFACTION. PART I, LINE 6 SEE PART I, LINE 5. A PUBLIC FINANCE AUTHORITY 273866124 74443UBC6 2017-04-27 179254153 CONSTRUCTION AND EQUIPMENT 0 0 0 B HOSPITAL FACILITY AUTHORITY 930847114 179027YB7 2018-05-03 41460904 CONSTRUCTION AND EQUIPMENT 0 0 0 A 67045000 179254153 7901490 11670734 36692749 3582579 101836060 17570541 2020 1 0 0 1 B 24115000 41460904 1119863 2456173 594488 37290380 2020 0 0 0 1 A 0 0 0 0 0 0 1 B 0 0 0 0 0 0 1 A 0 0 0 1 0 0 0 0 1 B 0 0 0 1 0 0 0 0 1 A 1 B 1 DATE REBATE COMPUTATION PERFORMED ISSUER NAME: PUBLIC FINANCE AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 06/06/2023 ISSUER NAME: HOSPITAL FACILITY AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 06/11/2023 FORM 990, PART VI, SECTION A, LINE 1A AS OF JUNE 2024, THE BOARD OF DIRECTORS HAS AN EXECUTIVE COMMITTEE CONSISTING OF THE OFFICERS OF THE BOARD, THE DIRECTOR WHO IS APPOINTED BY THE CANONICAL SUPERIOR OF THE SISTERS OF THE HOLY NAMES OF JESUS AND MARY, AND ANY OTHER DIRECTORS APPOINTED BY THE BOARD. DURING THE INTERVALS BETWEEN MEETINGS OF THE BOARD, THE EXECUTIVE COMMITTEE POSSESSES AND MAY EXERCISE THE POWERS AND FUNCTIONS OF THE BOARD IN THE MANAGEMENT AND DIRECTION OF THE ORGANIZATION'S AFFAIRS IN ALL CASES IN WHICH SPECIFIC DIRECTION HAS NOT BEEN GIVEN BY THE BOARD. HOWEVER, THE EXECUTIVE COMMITTEE DOES NOT HAVE THE POWER TO (A) ADOPT, AMEND OR REPEAL THE ARTICLES OF INCORPORATION OR BYLAWS; (B) ELECT, APPOINT OR REMOVE ANY MEMBER OF THE BOARD OR ANY COMMITTEE; (C) ADOPT A PLAN OF MERGER OR A PLAN OF CONSOLIDATION; (D) AUTHORIZE THE SALE, LEASE, EXCHANGE OR MORTGAGE OF ALL OR SUBSTANTIALLY ALL OF THE ORGANIZATION'S PROPERTY AND ASSETS; (E) AUTHORIZE THE VOLUNTARY DISSOLUTION OF THE ORGANIZATION OR REVOKE THE PROCEEDINGS THEREFORE; (F) AUTHORIZE DISTRIBUTIONS; OR (G) AMEND, ALTER OR REPEAL ANY RESOLUTION FO THE BOARD. FORM 990, PART VI, SECTION A, LINE 4 THE BYLAWS WERE AMENDED IN JUNE 2024 TO MAKE THE FOLLOWING CHANGES: (1) MODIFY THE COMPOSITION OF THE BOARD OF DIRECTORS TO INCLUDE (A) ONE DIRECTOR WHO IS NOT A RESIDENT OF THE MARY'S WOODS RESIDENTIAL COMMUNITY AND IS APPOINTED BY THE CANONICAL SUPERIOR OF THE SISTERS OF THE HOLY NAMES OF JESUS AND MARY, (B) THREE DIRECTORS FROM THE MARY'S WOODS RESIDENTIAL COMMUNITY WHO ARE ELECTED BY THE RESIDENTS' COUNCIL, AND (C) ALL REMAINING DIRECTORS ELECTED BY THE BOARD OF DIRECTORS; (2) CHANGE THE TERMS OF DIRECTORS ELECTED BY THE RESIDENTS' COUNCIL FROM TWO YEARS TO THREE YEARS; (3) LIMIT AN INDIVIDUAL'S SERVICE ON THE BOARD OF DIRECTORS TO NO MORE THAN EIGHT CONSECUTIVE YEARS; AND (4) DESIGNATE THE EXECUTIVE COMMITTEE, FINANCE COMMITTEE, AUDIT COMMITTEE, AND GOVERNANCE COMMITTEE AS STANDING COMMITTEES OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 6 MARY'S WOODS WAS ORGANIZED TO CARRY OUT ACTIVITIES CONSISTENT WITH THE WISDOM OF ITS SPONSORING ORGANIZATION, U.S.-ONTARIO PROVINCE OF THE SISTERS OF THE HOLY NAMES OF JESUS AND MARY (SNJM). THE ORGNANIZATION HAS TWO CLASSES OF MEMBERS: DESIGNATED AND APPOINTED. THE SOLE DESIGNATED MEMBER IS THE PERSON SERVING FROM TIME TO TIME AS THE PROVINCIAL SUPERIOR OF THE SNJM U.S.-ONTARIO PROVINCE. THE PROVINCIAL SUPERIOR NAMES AND MAY REMOVE THE APPOINTED MEMBERS, AT LEAST THREE OF WHOM ARE SISTERS OF THE SNJM U.S.-ONTARIO PROVINCE, AND MAY ALSO NAME INDIVIDUALS WHO ARE NOT SISTERS OF THE PROVINCE. THE DESIGNATED MEMBER MAY OR MAY NOT CHOOSE TO BE AN APPOINTED MEMBER. FORM 990, PART VI, SECTION A, LINE 7A THROUGH JUNE 2024, THE APPOINTED MEMBERS HAD THE AUTHORITY TO ELECT AND/OR REMOVE THE DIRECTORS TO THE BOARD OF DIRECTORS. AS OF JUNE 2024, ONE DIRECTOR IS APPOINTED BY THE CANONICAL SUPERIOR OF THE SISTERS OF THE HOLY NAMES OF JESUS AND MARY, THREE DIRECTORS ARE ELECTED BY THE RESIDENTS' COUNCIL, AND ALL REMAINING DIRECTORS ARE ELECTED BY THE BOARD OF DIRECTORS; FORM 990, PART VI, SECTION A, LINE 7B THE APPOINTED MEMBERS HAVE THE AUTHORITY TO APPROVE OR DISSAPROVE AN ACTION OF THE BOARD OF DIRECTORS AND THEREBY MAKE A FINAL BINDING DECISION FOR THE ORGANIZATION WITH REGARD TO THE FOLLOWING MATTERS: 1) ELECTION OF THE DIRECTORS TO THE BOARD OF DIRECTORS; 2) REMOVAL OF DIRECTORS FROM THE BOARD OF DIRECTORS: 3) THE MISSION, PHILOSOPHY AND GOALS OF THE ORGANIZATION; 4) THE USE OR OPERATION OF ANY REAL PROPERTY OWNED BY THE ORGANIZATION; 5) THE ACQUISITION, ENCUMBRANCE, CONVEYANCE, RETENTION OR DISPOSAL OF ANY REAL PROPERTY OR ANY PART OF THE REAL PROPERTY OWNED BY THE ORGANIZATION; 6) THE SELECTION AND REMOVAL OF THE ORGANIZATION'S PRESIDENT/CEO AND DIRECTOR OF MISSION INTEGRATION AND THE SELECTION AND TERMINATION OF ITS MANAGEMENT FIRM; 7) ANNUAL CAPITAL AND OPERATING BUDGETS AT MARY'S WOODS; 8) ANY CONTRACTS AFFECTING EITHER THE SISTERS OF THE HOLY NAMES OF JESUS AND MARY U.S.-ONTARIO PROVINCE ORGANIZATION OR THE SOCIETY OF THE SISTERS OF THE HOLY NAMES OF JESUS AND MARY OREGON CORPORATION AND MARY'S WOODS AT MARYLHURST, INC.; 9) ANY BUSINESS AFFAIRS OR CONTRACTS AFFECTING BOTH THE U.S.-ONTARIO PROVINCE OF THE SISTERS OF THE HOLY NAMES OF JESUS AND MARY AND MARY'S WOODS AT MARYLHURST, INC.; 10) THE MERGER OR DISSOLUTION OF THE ORGANIZATION; 11) THE AMENDMENT OF THE ORGANIZATION'S ARTICLES OF INCORPORATION AND BYLAWS; 12) THE FORMATION OF ANY SUBSIDIARY CORPORATIONS OR THE FORMATION OF, OR PARTICIPATION IN, ANY JOINT VENTURE, PARTNERSHIP, OR OTHER LEGAL ENTITY; 13) THE BORROWING OF MONEY BY THE ORGANIZATION OVER $5,000,000; AND 14) THE DECISION TO CONSTRUCT CAPITAL IMPROVEMENTS IN EXCESS OF $5,000,000. FORM 990, PART VI, SECTION B, LINE 11B A COPY OF THE FORM 990 WAS PROVIDED TO THE CEO AND CFO WHO REVIEWED THE FORM, SCHEDULES AND RELATED ATTACHMENTS. ANY COMMENTS OR QUESTIONS WERE ADDRESSED WITH THE PREPARER, AFTER WHICH THE FORM 990 WAS REVIEWED IN DETAIL BY THE AUDIT COMMITTEE. AFTER THE COMMITTEE'S REVIEW, A DRAFT WAS PRESENTED TO THE BOARD OF DIRECTORS FOR THEIR REVIEW. ONCE MANAGEMENT WAS SATISFIED WITH THE 990, THE CFO SIGNED THE FORM 8879-TE AUTHORIZING THE PREPARER TO E-FILE THE RETURN. FORM 990, PART VI, SECTION B, LINE 12C MARY'S WOODS ANNUALLY DISTRIBUTES A COPY OF ITS CONFLICTS OF INTEREST POLICY TO THE OFFICERS, DIRECTORS AND KEY EMPLOYEES TO REVIEW, DISCLOSE ANY POTENTIAL CONFLICTS, AND SIGN. THIS PROCESS IS MONITORED BY THE CEO AND THE BOARD CHAIR TO ENSURE IT IS COMPLETED BY ALL PARTIES AND IS PROPERLY REVIEWED. FORM 990, PART VI, SECTION B, LINE 15A MARY'S WOODS REGULARLY SEEKS COMPARABLE SALARY AND WAGE INFORMATION FOR ALL EMPLOYEES UTILIZING A COMPENSATION CONSULTANT AND STUDIES FOR COMPARABLE POSITIONS. THE CEO'S COMPENSATION IS REVIEWED BY THE EXECUTIVE COMMITTEE. THE CFO'S COMPENSATION IS REVIEWED BY THE CEO. FORM 990, PART VI, SECTION C, LINE 19 MARY'S WOODS MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART IX, LINE 11G OTHER FEES: PROGRAM SERVICE EXPENSES 6,190,609. MANAGEMENT AND GENERAL EXPENSES 501,818. FUNDRAISING EXPENSES 5,022. TOTAL EXPENSES 6,697,449. FORM 990, PART XI, LINE 9: CHANGE IN CHARITABLE GIFT ANNUITY -3,078. FORM 990, PART XII, LINE 2C: THE RESPONSIBILITY FOR SELECTING THE FINANCIAL STATEMENT AUDITOR AND FOR OVERSEEING THE FINANCIAL STATEMENT AUDIT DID NOT CHANGE DURING THE FISCAL YEAR.