Ashby Ponds 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.”

“Ashby ponds, inc. Entered into a management and marketing agreement on april 30, 2010 with erickson living management, llc ("elm"). Elm is a maryland limited liability company which operates and manages large scale continuing care retirement communities. The organization and the manager amended the management and marketing agreement to revise certain provisions relating to the market testing of the management fees and to replace the contract execution policy with an updated version of the policy. The following officers are listed in part vii, as non-compensated officers of the filing organization, john hall, james walter, and chris rathmann. Their duties are considered performed pro bono. John gallagher, executive director, christopher villa, director of finance, holly henderson, director of sales, amy grossman, director of continuing care and thomas channon, director of general services, are leased employees from the management company. The filing organization reimburses the management company for their compensation which is reported on form 990, part vii, section a.”

“During 2015, the organization approved amended and restated bylaws providing additional authority to the organization's member, national senior campuses, inc., ("nsc"), including certain reserved powers and identifying certain powers that are shared between nsc and the organization. The changes will enable nsc as a supporting organization and the organization as a supported organization (as well as nsc's other supported organizations) to pursue their charitable missions in a more efficient, effective and coordinated manner. The amended & restated bylaws went into effect in 2016.”

“Ashby ponds, inc.'s sole member is national senior campuses, inc. ("nsc"). Nsc is a maryland non-stock corporation. Nsc is a "supporting organization" with respect to ashby ponds, as well as certain other organizations specified in its governing documents. As required by the regulations relating to "supporting organizations," certain members of the board of directors of nsc will also be members of the board of directors of the organization.”

“National senior campuses, inc. Has the right to appoint and elect all directors.”

“Certain extraordinary actions of the corporation require the approval of the member under applicable state law.”

“The board appoints a committee from among its directors as well as the directors from one or more related entities to oversee the preparation of form 990. The board chair has the responsibility 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 questions of the committee or the reviewer regarding the form. The board chair designates an officer to sign form 990.”

“Ashby ponds, inc.'s conflict of interest policy covers all directors, officers, key employees, employees and volunteers in a position to exercise substantial influence over ashby ponds, 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 ashby ponds, inc.'s 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 the organization as to appropriate compensation of directors. The full board has access to ashby ponds 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 2014 and was acted upon by the board in early 2015.”

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

“Contract professional services: program service expenses 5,172,285. Management and general expenses 610,075. Fundraising expenses 0. Total expenses 5,782,360.”

“Reversal of prior amortization -4,348.”

“Mortgages and other notes payable an amendment was made to decrease the maximum amount available to be borrowed under the working capital loan agreement. The new working capital loan agreement provides that the organization's payment obligation may be deferred without penalty to allow the organization to maintain certain required cash on hand until such time as it is able to resume making payments on the loan and meet the requirements for cash reserves (if payment would cause the organization to fall below regulatory requirements for cash reserves). The outstanding balance on the wcla loan was $0 and $790,629 as of december 31, 2015 and 2014.”