Kendal New York

“The corporation shall have a sole member, the kendal corporation, a pennsylvania not-for-profit corporation.”

“The board of directors shall be appointed by and serve at the pleasure of the kendal corporation. If the office of any director becomes vacant for any reason, then the kendal corporation shall select a person or persons who shall hold office for the remaining term.”

“The certificate of incorporation and bylaws of the corporation may be amended only by the sole member of the corporation.”

“The cfo and senior vp of governance review the 990 first. Upon completion of that initial review, the 990 is sent to the finance committee for review, followed by board review at the nearest board meeting. Upon board approval the 990 is then filed.”

“All board and committee members, as well as staff members complete an annual statement regarding each person's conformance with kendal's conflict of interest policy. A summary of the statement is reviewed by the governance committee and the full board. If a conflict arose in between completion of the statements, the individual would inform the board chair or ceo. The statement from policy states: "individuals having conflicts of interest shall disclose the conflicts; shall abstain from discussion of such matters relating to the conflict at board; committee, or staff meetings; and shall not use their personal influence in any decision regarding the matters relating to the conflict. The minutes of any such meeting shall reflect the disclosure that was made and the abstention from discussion."”

“Method of related organization: the senior vp, human resources researches salary information of like organizations with similar revenue from the leading age chief executives of multi-organizations (cemo) report and economic research institues (eri). This information is shared confidentially with the members of the compensation & benefits committee and the full board along with the most recent salary and bonus data for the ceo. The senior vp, human resources also meets with the committee and/or board in executive session to address any questions or concerns. The senior vp, human resources is then excused from the meeting. Once a decision is reached, the board chairperson notifies the senior vp, human resources of the new compensation for the ceo. Additionally, every (5) years kendal engages a consulting firm to conduct a more in-depth compensation study of the ceo and other key staff positions. The consulting firm works directly with board and provides the study directly to the board chairperson. The senior vp, human resources provides the consultant with all data requested. The most recent study was completed in march, 2015 by rodeghero consulting group. The process outlined above is also used for key staff of the kendal corporation.”

“The governing documents, conflict of interest policy and financial statements are available to the public upon request.”

“The oversight and selection process has not changed from the prior year.”