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 june 30, 2016 amendment to the management agreement included a description of certain services included within the scope of "in-house legal services." an amended and restated management and marketing agreement dated july 1, 2016 incorporated all previously adopted amendments into a single agreement, updated changes to certain terms consistent with amendments made in june 2016 to the organization's budget policy, revised an exhibit to reflect the organization's current vision/mission statement, and eliminated certain "deadwood" references. 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 (thru 6/10/16), craig karczmer, executive director (beg 6/19/16), christopher villa, director of finance, holly henderson, director of sales, amy grossman, continuing care administrator, thomas channon, associate executive director (beg 9/6/16), and jonathan garber, associate executive director (thru 7/9/16), 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.”

“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.”

“The board of directors may nominate a slate of candidates for consideration by the member, but the member has sole discretion to elect directors whether or not nominated by the board of directors.”

“Certain extraordinary actions of the corporation require the approval of the member under applicable state law. Under the organization's bylaws, certain governance decisions are made by the board with the consent of the member as shared powers and certain governance decisions are reserved to the member. Shared powers include amendments to any of the community documents (except where it involves a reserved power), approval of all contracts with or payments to the member or other related entities (other than governance costs of the member), authorizing the filing of any bankruptcy, changes to shared powers, a significant expansion or new line of business just involving the organization, and selection of the management company. Reserved powers of the member include: approval of policies affecting more than one community; sponsorship of a new community; payment of reasonable amounts to cover the member's operating costs; the execution of joint purchase contracts or similar agreements along with affiliate(s); the disposition or pledge of all or substantially all of the organization's assets (other than a pledge in connection with an asset or financing transaction); compensation of officers, directors and advisory committee members; and approval of contracts, amendments, etc. Affecting the organization and one or more related entities or the residents of their communities.”

“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.”

“Nsc 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 nsc 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. Nsc 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).”

“Mortgages and other notes payable the 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). There was no outstanding balance on the wcla loan as of december 31, 2016 and 2015, respectively”