National Senior Communities Inc.

“Under the bylaws of the organization, the board has delegated authority to an executive committee comprised of the organization's chairman, president, 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 member or the directors under the general laws of the state of maryland.”

“Rodney coe, director, and stanley elwell, director, had a family relationship.”

“The board appoints a committee from among its directors as well as the directors from one or more of its supported organizations to oversee the preparation of form 990. The board chair has the responsibilty to review form 990 prior to its filing or to designate another board member to review the form. The full board is given the opportunity to review the final version of form 990 before it is filed and ask any questions of the committee or the reviewer regarding the form. The board chair designates an officer to sign form 990.”

“National senior campuses, 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 campuses, inc.'s affairs, committee members, prospective directors, and senior staff providing services to the organization under a management agreement. 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.”

“The board has approved a directors' compensation policy which establishes the process by which all director compensation is determined. Officers serve without compensation. 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 campuses, 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 national senior campuses inc.'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. The consultant review was last undertaken in 2012 and was acted upon by the board in early 2013.”

“The governing documents, conflict of interest policy, and the financial statements are available upon request at the office of the manager, board relations for the same period of disclosure as set forth in section 6104(d).”

“The manager, board relations, is an employee of one of the supported organizations who is assigned to work full time for the filing organization. The filing organization reimburses the supported organization for her compensation which is reported on form 990, part vii, section a. Her compensation is then allocated among all of the supported organizations along with all of the filing organization's other expenses.”