Kendal at Home

“On june 6, 2016, kendal at home entered into an affiliation agreement with the kendal corporation of kennett square, pennsylvania. Kendal at home was previously affiliated with kendal northern ohio, a supporting organization of kendal at home, kendal community outreach of northern ohio and kendal at oberlin. This affiliation was dissolved when the affiliation agreement with the kendal corporation was executed. Under the terms of the affiliation agreement, the kendal corporation has certain reserve powers which include approval of any change in purpose, incurring indebtedness over a certain threshold, the manner in which the kendal name is used, material changes in contracts with members, certain real estate transactions, dissolution, acquisition, merger or change in control of the corporation, selection of new board members, amendment to certain sections of the bylaws and articles of incorporation of kendal at home. The kendal corporation also has the right to review the operation, strategic and other plans, projections, and performance and may request, or require, changes if it deems them necessary. The bylaws also specify that the two organizations shall have certain board members in common, and that the president of the kendal corporation, or his/her designee, is entitled to attend the board meetings, ex officio. The kendal corporation does not own its affiliates or any of their assets. The kendal system uses a federal-type model that seeks to obtain the best of two worlds: sensitivity to local circumstances with most decision-making at a local level, plus the opportunity to benefit from being part of a larger system. Oversight of each kendal organization is provided by a local volunteer board of directors, and members and community members serve together on those boards. The kendal corporation also maintains reserve funds, which are available according to the purpose of each fund, solely at the discretion of the kendal corporation board of directors; these funds include a contingency reserve, and a system growth fund.”

“The directors shall seek and must obtain the approval of the kendal corporation with respect to the selection of new members of the board of directors of the corporation.”

“The directors shall seek and must obtain the approval of the kendal corporation with respect to the following: changes in corporate purposes, the incurring of indebtness with a value larger then that specified in the most recent affiliation agreement, the corporation's use of the name "kendal", the substance of resident contracts, the purchase, sale, lease, or other disposition of any real estate or improvements, dissolution, merger, or acquisition of another entity, selection of new members to the board of directors, and amendments to the articles of incorporation or the by-laws.”

“Kendal at home provides a copy of the form 990 to the governance committee for review and approval. The form 990 is also provided to the full board of directors prior to filing for their awareness and acceptance.”

“Kendal at home's governance committee of the board reviews all of the completed conflict of interest statements. This information is summarized and shared with the full board of directors for their awareness of any potential conflicts. If a person has a conflict, it is disclosed and they will not participate in the decision making process.”

“The executive director of kendal at home's performance and compensation is reviewed annually by the governance committee of the board of directors. Salary surveys with comparable organizations that are similar size are provided by kendal northern ohio and the kendal corporation as part of the compensation adjustment process. This is further evaluated against the performance of the executive director through a performance review process that compares actual performance against the overall goals of the organization. Input is obtained from the full board of directors and is discussed with the full board as part of the annual board meeting. This process was last undertaken in november of 2016. Performances of the officers or key employees of kendal at home are reviewed annually and salary surveys are obtained for their respective positions. This is reviewed with the human resources director of kendal northern ohio and is included as part of the annual budget process. The process was last undertaken in july of 2016.”

“The audited financial statements are included as part of the annual disclosure statement. This information is sent out to all members and any prospective members of the organization. It is always made available upon request. The governing documents and conflict of interest policy are not made available to the public.”

“The launching of the central southern ohio division in 2016.”

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