Peterborough Retirement Community at Upland Farm Inc (D/B/A Rivermead)

“The board of directors reviewed and approved on october 22, 2020 the amendment and restatement of the organization's bylaws in their entirety. The amended and restated bylaws generally updated and expanded provisions for current trade name, board protocols, committees, statutory references, and consistency. Highlights of specific changes include: specified a board range of seven to fifteen members with accommodation for expansion of the number and terms of trustees with board approval. Clarified the minimum (three) and maximum (less than a majority) rivermead residents on the board. Clarified certain quorum and voting requirements for board action. Expressly stated the statutory requirements for board voting in the instance of a pecuniary benefit/conflict of interest transaction. Clarified the meeting protocols for telephonic and videoconference meetings. Clarified the composition, procedures, quorum, and voting requirements of committees. Clarified details of the ceo duties and authority and added a description of the cfo's roles and responsibilities. Expressly stated the statutory indemnification provisions for the benefit of board members and officers, and referenced applicable protection afforded by statutory immunity for volunteers and applicable insurance coverage.”

“Management, including the ceo and cfo will review initial draft versions of the 990. After their inital review and any changes resulting from their review have been made to the 990, the 990 will be reviewed by the audit committee. After audit committee review and upon recommendation for acceptance by the audit committee, the 990 will be provided to the entire board for their final review and acceptance. Contact information for the ceo, cfo, audit committee, and 990 preparer (baker tilly) will be provided to all board members should they have any questions or concerns.”

“Each trustee and officer of rivermead must be ever cognizant and aware of possible conflict of interest situations. Any such possible conflict must be fully disclosed in writing to the board of trustees, and will be considered by the board for discussion, approval, or any other appropriate action in accordance with the requirements of applicable law, and only if the matter serves the best interests of rivermead. Rivermead identifies possible conflicts of interest by having all trustees and officers complete the conflict of interest questionnaires annually. The ceo is responsible for ensuring all questionnaires are completed. The board of trustees reviews each potential conflict of interest. Board members with a conflict are required to abstain from voting on the matter. New hampshire and federal laws regarding disclosure of conflicts of interest are followed.”

“Compensation of the ceo is determined by the board of trustees using data from the leadingage national salary survey and from form 990 data from comparable regional organizations. The ceo's annual performance review is also considered in determining his annual compensation package. Compensation of other management staff is determined by the ceo and hr director. A compensation study has been conducted to develop wage grades for each position within the organization. Wage grades are reviewed annually, updated as needed and are an integral part of determining compensation for new hires and adjustments to compensation for current employees. Salary benchmarking information is also reviewed annually to determine the appropriateness of compensation levels.”

“Audited financial statements are included in rivermead's disclosure statement and upon request. The organization's governing documents and conflict of interest policy are available upon request.”

“Change in fair value of derivatives -2,382,494. Loss on refinancing -1,668,382.”