Cadbury Continuing Care at Home Inc

“The members of the board of directors shall be elected by the board of directors of cadbury senior services at the annual meeting.”

“Each of the following actions by the corporation shall require the approval of the board of directors of cadbury senior services: 1. Any amendment of the corporation's certificate of incorporation or bylaws 2. Any sale, lease, exchange, encumbrance or other transfer of all or any substantial portion of the corporation's assets, which is not made in the ordinary course of business. 3. Any merger of the corporation into another entity, any merger of another entity into the corporation, or any consolidation of the corporation with another entity. 4. Any adoption of a plan of liquidation or any other steps in liquidation or dissolution. 5. Any transaction or other event in which the corporation becomes affiliated with another entity or which causes a material change in the nature of the corporation's relationship with an affiliated entity.”

“The tax preparer meets with the cadbury senior services board, cfo and president/ceo to review the answers and the schedules of the form 990 prior to filing.”

“Prior to board or committee action on a contract or transaction involving a conflict of interest, a director, committee member, officer or key employee having a conflict of interest and who is in attendance at the meeting shall disclose all facts material to the conflict of interest. Such disclosure shall be reflected in the minutes of the meeting. If board members are aware that staff or other volunteers have a conflict of interest, relevant facts should be disclosed by the board member or by the interested person him/herself if invited to the board meeting as a guest for purposes of disclosure. A director or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a conflict of interest shall disclose to the chair of the meeting all facts material to the conflict of interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting. A person who has a conflict of interest shall not participate in or be permitted to hear the board's or committee's discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting. A person who has a conflict of interest with respect to a contract or transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest may not vote on the contract or transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person's ineligibility to vote shall be reflected in the minutes of the meeting. For purposes of this paragraph, a member of the board of directors has a conflict of interest when he or she stands for election as an officer or for re-election as a member of the board of directors. Interested persons (officers, key employees, other employees) who are not members of the board of directors or who have a conflict of interest with respect to a contract or transaction that is not the subject of board or committee action, shall disclose to their supervisor, or the chair or the chair's designee any conflict of interest that such interested person has with respect to a contract or transaction. Such disclosure shall be made as soon as the conflict of interest is known to the interested person. The interested person shall refrain from any action that may affect participation in such contract or transaction. In the event it is not entirely clear that a conflict of interest exists, the individual with the potential conflict shall disclose the circumstances to his or her supervisor or the chair or the chair's designee, who shall determine whether full board discussion is warranted or whether there exists a conflict of interest that is subject to this policy. There is an annual process that requires a statement to be completed by the appropriate officers, directors trustees and key employees.”

“The organization uses leading age salary survey, a review of comparable nonprofit salaries using guidestar and reviewing the 990. This process is used for the president/ceo, victor d. Amey; cfo, arnie l. Weiner; and chief human resources officer/associate executive director, megan nessell. The board approves the salaries and it is documented in the minutes. This process was last done for all three during april 2013.”

“The organization will make its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“Redesignation of split interest agreements 3,509. Valuation loss -295.”