National Senior Campuses Inc

“If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in schedule o. Under the bylaws of the organization, the board has delegated authority to an executive committee comprised of the organization's chair, vice chair, secretary and treasurer. The executive committee has and may exercise all of the powers and authority of the board in the management of the business and affairs of the organization except for those actions reserved solely to the directors under the general laws of the state of maryland. The executive committee can only take action on behalf of the full board in an emergency.”

“Did the organization make any significant changes to its governing documents since the prior form 990 was filed? The nsc bylaws were amended in january 2022 as outlined below: - changed the initial term of a director to 1 year. - added term limits for new directors of three 3-year terms. - added an option to elect new directors as non-voting directors. - reduced the required notice for a board meeting from 48 to 24 hours. - restricted the executive committee to only take action on behalf of the full board in an emergency. - added a vice president position. - added a requirement that the chair and vice chair serve at least 2 years as a director before election to those offices. - changed the term of the chair to 2 years and added a limit of two 2-year terms. - changed the term of the vice chair to 2 years and clarified the role of the vice chair. - added that the president and vice president serve as chair and vice chair, respectively, of the board. - changed the terms of all other officers to 2 years.”

“Has the organization provided a complete copy of this form 990 to all members of its governing body before filing the form? The chair of the audit, investment, and treasury committee appoints the reviewers of the form 990. Once those reviews are complete, the full board is given the opportunity to review the final version of form 990 and ask questions of the reviewers regarding the form. Once all reviews are complete and all questions answered, the form is electronically filed.”

“Did the organization regularly and consistently monitor and enforce compliance with the conflict of interest policy? National senior communities, inc.'s conflict of interest policy covers all directors, officers, key employees, employees and volunteers in a position to exercise substantial influence over national senior communities, inc.'s affairs, committee members, and prospective directors. Each covered person completes a conflict of interest disclosure statement annually and as potential conflicts arise during the year. These statements are reviewed by the board chair. If the conflict involves a covered employee, the chair determines whether a conflict exists and, if so, how it is to be handled, or the chair may refer the matter to the board of directors for consideration. For all other conflicts, the board of directors or a committee of disinterested directors will determine whether a conflict actually exists. A covered person may not participate in any discussion or debate by the board but may answer questions or provide clarifying information unless any board member objects.”

“Did the process for determining compensation of the organization's ceo, executive director, or top management official, or other officers or key employees, include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision? The board has approved a directors' compensation policy which establishes the process by which all director compensation is determined. A review of the directors' compensation is conducted each fiscal year. Compensation is approached on an overall basis and the total value of all forms of compensation is established and monitored. An independent compensation consultant is periodically retained to perform an analysis of national senior communities, inc.'s (nsc) compensation using comparables of both for-profit and non-profit peers. A committee of the nsc board reviews the consultant's report and makes a recommendation to nsc as to appropriate compensation of directors. The full board has access to nsc's consultant's report and an opportunity to question the consultant about the process, metrics, and comparables that were used in determining the recommended compensation. The board then votes on the compensation recommendations and a contemporaneous record is made of the meeting and the vote. A new compensation study was undertaken in the fall of 2021 which did not recommend any change to the current structure.”

“Describe whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year. The governing documents, conflict of interest policy, and the financial statements are available upon request to review for the same period of disclosure as set forth in section 6104(d).”

“Briefly describe the organization's mission. Mission statement-home is belonging, peace of mind, love and acceptance. Welcome home! Vision statement-nsc celebrates aging! Grounded in inclusion, innovation and advocacy, we create unparalleled value and opportunities for every life we touch. We leverage our strong financial foundaton and governance for the benefit of seniors and those who support them.”