Chestnut Square at the Glen Association

“The Executive Committee shall include the officers of the Corporation and the CEO/President. The Executive Committee shall have the authority of the Board of Directors between meetings of the Board of Directors. The minutes of the Executive Committee shall become a part of the official record of the Board of Directors. It shall be the duty of the Executive Committee to see that all rules and regulations adopted by the Board of Directors are faithfully executed by committees and administrative officers of the Corporation. The Executive Committee may recommend policies and new rules and regulations to the Board of Directors for their review and acceptance.”

“At the beginning of the 2019 fiscal year, a new Board for BNSG was formed consisting of 3 BMC Board members and 3 new Board members. The Partners in Health Care (PIH) and Partners in Home Health Care (PIHH) agencies which were formerly DBA names of BH&MH, became DBA names of BNSG. In consultation with legal counsel during the following months, the BNSG Board revised the BNSG bylaws. These revisions were approved by the BMC Board June 17, 2020. The changes included updates in language recommended by our attorney, changes in number of directors and term limits, changes in the selection process for Board members, changes in committee structure and procedures, inclusion of a section describing the Board's relationship to the Chestnut Square Resident Advisory Council, and language that clarifies the Boards' relationship to the sole member, Bethany Methodist Corporation (BMC).”

“The sole member of Bethany North Suburban Group shall be Bethany Methodist Corporation, an Illinois non-for-profit corporation.”

“Subject to the powers reserved to Bethany Methodist Corporation (BMC), the BNSG Board of Directors governs and manages the affairs of the corporation. The BNSG Board of Directors elects board members from among those persons nominated by its Nominating Committee. At all times, not less than three of the Directors of the Corporation shall be Directors of the BMC Board of Directors. The persons nominated by the Nominating Committee are community, business, civic or religious leaders, or persons with expertise in senior living or health care.”

“BMC shall have the following rights and powers: - To appoint the CEO/President of the Corporation - To approve all amendments to the Articles of Incorporation and these Bylaws before the same become effective - To approve each annual operating and capital budget and long-range plan of the Corporation before expenditures may be made therefrom, all debt, the appointment of independent auditors, all accounting policies, and all investment guidelines. - To approve all plans of merger, consolidation or voluntary dissolution of the Corporation. - To approve the sale, lease, exchange, mortgage, pledge, or other disposition of more than 10% or $50,000 in value of property and assets of the Corporation in any one year. - To approve the creation of controlled or owned subsidiaries or affiliates of the Corporation. -To approve the Corporation's incurring debt or obligating its assets - To approve the adoption of accounting policy, executive compensation, and fringe benefits - To approve the donation of corporate assets not within an approved budget.”

“The completed Form 990 is reviewed by management and a copy of the Form 990 is provided to the governing body prior to filing the return with the IRS.”

“Members of the Board of Directors, Corporate Officers and employees are required to avoid all situations that may, in fact or appearance, present as a conflict of interest. Corporate bylaws require that all actual, potential, direct, apparent, and indirect conflicts be disclosed in full and in writing. An annual, formal, and written disclosure statement is completed by all members of the board, corporate officers, and key employees. Board members who believe they may be involved in a conflict of interest related to a given issue are required to abstain from voting or taking other official action related to that issue. Corporate officers and key employees who believe they may be involved in a conflict of interest related to a particular issue will recuse themselves from taking any official action related to that issue. The Board of Directors retains responsibility for establishing any additional guidelines necessary to resolve a conflict of interest. Policies regarding potential conflicts of interest are included in the regularly-scheduled, formal review conducted by the BNSG Executive Committee and the BNSG Leadership Team.”

“The Executive Committee of the BNSG Board of Directors, led by the Chair of the Board of Directors reviews and approves annual objectives established by the President/CEO and Leadership Team of BNSG. These objectives are presented to the Board on an annual basis for their approval. The top management official's (the President/CEO) salary was determined after examination of comparability data and ensuring that compensation was granted in compliance with regulatory and ethical standards as well as industry norms. Recommendations for compensation are reviewed on an annual basis and adjusted in accordance with job expectations and successful completion of agreed upon goals and objectives. Led by the President/CEO, key employees establish annual line-of-site goals and objectives aligned with the goals and objectives approved on an annual basis for the President/CEO by the Board of Directors. The Human Resources Department is responsible for examining comparability data and ensuring that compensation is granted in compliance with regulatory and ethical standards as well as industry norms. Salary ranges are established and approved by the Board of Directors through the budget process. Recommendations for compensation are reviewed on an annual basis and adjusted in accordance with job expectations and successful completion of agreed upon goals and objectives.”

“These documents are available to the general public as provided for under the respective federal regulations.”

“Equity Transfer from Bethany Homes and Methodist Hospital 8,900,000. Net Assets - Partners in Home Healthcare and Partners in Healthcare -1,373,888.”