Leadingage Inc.

“The association has an executive committee, which has and exercises the authority granted to it by the board in the management of the association when immediate action is required and the board is not able to meet. The executive committee supports the work of the board, and reports any actions it takes at the next regularly scheduled board meeting. The executive committee is composed of the officers of the association.”

“Leadingage has two classes of membership. They are members and associate members. Members include nonprofit, voluntary homes, facilities, and service providers offering care and housing for the aged; government homes, facilities, and service providers proving care and housing for the aging; and nonprofit, voluntary or governmental organizations offering care, services and housing programs for the aging. Each member shall appoint a representative to represent it at any annual meeting or special meeting of the association. Such representative shall be entitled to one vote. Other classes of membership shall not be entitled to vote and include individual and honorary members, organizations, businesses and agencies other than homes and service providers for the aging.”

“At the annual business meeting at the time of the annual meeting, the members shall elect individuals to fill available vacancies on the board of directors. The nominations committee shall present to the members its nomination of a slate of candidates to fill each vacancy. The membership will vote to approve the slate.”

“Members through their house of delegates representation have the following powers and perogatives: to deliberate the major issues confronting the association and then to reflect a consensus for the guidance of the board of directors; to amend the bylaws; to approve dues increases and special assessments; to be consulted and to make recommendations on the annual budget; and to elect and/or recall officers, directors of the association, and members of the nominations committee.”

“The form 990 is first reviewed by management. The form 990 is then distributed to the board of directors via e-mail for review and comment. If there are no recommended changes from the board, the form 990 is filed with the irs. If there are recommended changes, these changes are incorporated into the form 990, and a revised form 990 is then distributed via e-mail to the board of directors prior to filing with the irs.”

“Board members, senior staff, and staff directors sign a conflict of interest agreement on an annual basis. The form requires that they disclose any conflicts of potential conflicts, outside interests, etc. For staff, in the event such a disclosure is made, conversations take place between the ceo and staff in question about the conflict, and they determine a resolution. In the past, staff members have had to resign from organizations which cause a conflict, change their role, etc. The ceo makes the final determination on a potential staff conflict. For the board of directors, the disclosure forms are reviewed by the president/ceo and the coo. The board is notified if a board member discloses a conflict. The board member is asked to resign or to recuse himself from any conflicted discussion or decision. The organization also sends its conflict of interest policy to members who serve on the organization's committees.”

“The organization targets its executive cash compensation packages at the upper middle of the competitive market, as defined primarily by the washington dc market for membership and advocacy associations with similar missions and scope of operations. The organization will also look to the executive pay practices its large members where we expect to find the key competencies necessary for success in our organization. The executive committee of the board will be responsible for the independent annual review of the ceo's pay package, working with outside advisors as needed, ensuring the full board supports the overall compensation philosophy, and providing specific recommendations to the board for pay plan design and annual compensation decisions. The organization's executive compensation program will include: - total cash compensation targeted at the 60th-75th percentile of the competitive marketplace as defined in the compensation philosophy. Salaries will be maintained in this range, and incentives will be used to achieve our total compensation goals based on annual and long term performance. - the organization will use moderate levels of incentive pay to support security and avoid over emphasis on short-term results. The long term nature of the organization's mission and strategies requires that performance-based pay balance short term accomplishments with the achievement of long term initiatives that are often accomplished through the exercise of influence and consensus building and not direct impact on public/external policies or markets. - incentives will be tied to annual achievement of the organization's budgetary, operational, and member development goals. The organization's incentive plan emphasizes objective evaluation of annual and long term performance and includes a balance of financial data, operational and membership statistics, and the assessment of results produced via the organization's influence on public policy and market issues. - benefits will be prudent and competitive with the local marketplace to support our recruiting and retention efforts. - pensions and deferred benefits will be provided within our fiscal resources to ensure our executives are provided with appropriate security and post-employment benefits based on their service to the association. The annual operational process for determining the salaries of the organization's officers and key employees is as follows: - new hires tarrget starting salary ranges for the organization's officers and key employees are established upon a relevant factor review of the organization's comprehensive position description against appropriate published external salary surveys in the washington metropolitan area (e.g. Hra-nca salary survey; prm consulting non-profit management survey; salary survey of dc area non-profits; asae compensation survey, etc.) and comparable existing internal positions, if any, by the senior director, hr & administration, the coo and/or the the president and ceo. Based on the factors above, the stated salary requirements of the candidate, the qualifications of the candidate, current market conditions and the organization's business needs, salary offers are recommended by the sr. Director, hr & administration (and the designated hiring manager, if any) and approved and extended by the coo and/or the president and ceo. - annual salary reviews: the organization's officers and key employees are considered for salary increases on the basis of their individual and group performance against the achievements described in the organization's executive compensation philosophy and architecture. Annual salary increases are not guaranteed or automatic. Salaries are generally reviewed as of the beginning of each calendar year (january 1st) for individual performance and group goal achievement during the prior fiscal/performance year (october 1 - september 30th). Percentage increases are also subject to the total salary budget increase approved by the”

“The organization maintains its annual report with financial statements on its website. The governing documents, conflict of interest policy, and federal form 990 are available upon request.”

“The audit oversight process has remained unchanged from the previous year.”