Edgewood Retirement Community Inc

“Marlene rotering, president/ceo and jane sullivan, cfo are officers and employees of edgewood senior solutions, inc. ("essg"), a related organization that provides management services to the organization. In 2024, thomas smith, michael w. Hawkins, camille miragliotta daly, and michael b. Tule were board members of both essg and edgewood retirement community, inc., and therefore ms. Rotering and ms. Sullivan may be deemed to have business relationships with these board members.”

“The organization delegated control over management and financial duties to a related organization, edgewood senior solutions group, inc. The management company is a non-profit supporting organization which engages in executive management, financial management, compliance, audit and tax and informational technology services. Management fees paid in 2024 totaled $528,000. The organization's president/ceo and cfo were compensated by the management company.”

“Edgewood senior solutions group, inc. Is the sole member.”

“Edgewood senior solutions group, inc. Is the sole member of the corporation and possesses the powers reserved by the member as written in the by-laws.”

“There are no committees with broad authority to act on behalf of the governing board.”

“The form 990 is prepared by the organization's accounting firm based on information provided by the organization's management. The form 990 is reviewed by management and provided to the governing board prior to submission with the internal revenue service.”

“Each director, officer and member of a committee with governing board delegated powers shall annually sign a statement with affirms such person: a. Has received a copy of the conflict-of-interest policy b. Has read and understands the policy c. Has agreed to comply with the policy, and d. Has disclosed any activity relationship, position or circumstance that could contribute to a conflict of interest as defined in the conflict-of-interest policy. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or governing committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. Procedures for addressing the conflict of interest: a. An interested person may make a presentation at the board or governing committee meeting but, after the presentation, he/she shall leave the meeting during the discussion of and the vote on the transaction or arrangement involving the possible conflict of interest. B. The chairperson of the board or governing committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. C. After exercising due diligence, the board or governing committee shall determine whether edgewood can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. D. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in edgewood's best interests, for its own benefit and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement. Violations of the conflicts of interest policy: a. If the board or governing committee has reasonable cause to believe a director or officer has failed to disclose actual or possible conflicts of interest, it shall inform the director or officer of the basis for such belief and afford the director or officer an opportunity to explain the alleged failure to disclose. B. If, after hearing the director or officer's response and after making further investigation as warranted by the circumstances, the board or governing committee determines the director or officer has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“The president/ceo's compensation package was prepared and voted on by the independent members of the board of trustees. The board uses comparability data from area communities (new england) to form this package. Contemporaneous documentation of the deliberations and decisions is kept. The process described here was last completed in 2023.”

“The organization makes its governing documents, conflict of interest policy, form 990 & financial statements available to the public upon request for the same period of disclosure set forth in section 6104(d). In addition, the organization's form 990 (without schedule b) is available via guidestar and the massachusetts attorney general's website.”