Albright Care Services

“The executive committee may act in place of the board when there is business of the corporation to be transacted between regular meetings and convening a special meeting was deemed by the chair to not be necessary or possible. The full board will be notified within fifteen ( 15) days of any actions of the executive committee. The executive committee will have no power to elect or remove any member or officer of the board of directors, amend the articles oflncorporation or bylaws of the corporation, or take such other action as restricted by applicable law.”

“Effective january 1, 2020, albright became a supported organization of asbury communities, inc. Through an affiliation agreement that, among other steps, required both albright and asbury to amend their respective corporate and governance documents to reflect the supported/supporting organization relationship that established asbury as the sole member of albright. Albright retained the right in its sole and absolute discretion by super majority vote of its board of directors to terminate the affiliation agreement and revert back to its prior status as a stand alone unsupported organization. This right terminated at midnight on december 31, 2020. Highlights of the significant bylaw changes are as follows: the following articles were added: -article iv supporting organization and reserved powers was added to identify asbury communities, inc. As the sole member of albright. In addition, this article lists the reserved powers of asbury communities with respect to albright. -article viii committees, section 3 special committees was added to state that the board of directors may establish one or more special committees as may be necessary or desirable, in its judgment, from time to time to conduct the business of the corporation. The following articles were amended: -article viii committees, section 1 executive committee was amended to state that the executive committee will consist of the chair of the board of directors and 5 additional directors as appointed by the chair. Previously, the executive committee consisted of the chair and vice chair of the board plus 3 other board members, and the president served as the ex-officio member of the executive committee without vote.”

“Asbury communities, inc., a non-profit, non-stock maryland corporation, federally tax-exempt under irc section 50l(c)(3) and a supporting organization under irc section 509(a)(3), is the sole member of albright and shall serve as the supporting organization of albright.”

“Asbury communities, inc is the sole member of albright and elects the governing body.”

“Asbury communities, inc. (the member) shall have the following reserved powers with respect to albright (the corporation), subject to other applicable provisions of these bylaws: 1. Removal of any member( s) of the corporation' s board of directors, with or without cause 2. Filling of vacancies on the corporation's board of directors 3. Approval of all management services relationships and authority to ratify any and all management services agreements entered into by the corporation 4. Approval of any merger, closure, sale, lease or exchange of substantially all of the assets of the corporation, or the creation of a subsidiary joint venture, company or other entity by the corporation 5. Approval ofthe mission and vision statements ofthe corporation 6. Authority to cause and approve all amendments to the articles oflncorporation or bylaws of the corporation 7. Approval of the budget of the corporation, both operating and capital. The corporation shall not make or commit to make an operating or capital expenditure which materially deviates from the annual capital or operating budget approved by the member, or change a component of the budgets, such as resident rates, without the prior approval of the member. 8. Authority and responsibility to approve any proposed project for the development of a new product and/or facility by the corporation 9. Authority to approve each incurrence of indebtedness of the corporation with a repayment term that is in excess of five (5) years and is secured by the assets of the corporation, except for non-recourse debt which is secured by one or more pieces of that is the subject of the non-recourse debt 10. Authority to appoint the auditor, insurance broker, investment advisor, and determine the fiscal year of the corporation. Additionally, the member may create additional or eliminate reserved powers by majority vote of the member's board of directors.”

“Asbury communities, inc. , the sole member of albright, delegates review of the form 990 to its governance and compliance committee which performed its review on 10/20/21. Additionally, asbury communities, inc. Board of directors was forwarded a copy of the draft 990 for review and was provided a link to a recording of the governance and compliance committee meeting if members chose to listen to the meetings as they reviewed any of the form 990s. All directors may pose questions or ask for clarification from staff and governance and compliance committee”

“The asbury communities conflict of interest policy was approved by the board of directors. The compliance officer is responsible for the policy and oversees the implementation of the process. All the entities within the asbury communities system are subject to the policy. Annually, the compliance officer conducts a comprehensive conflict disclosure process covering all members of the governing boards, system wide committees, and individuals in key management positions. Each person completes a conflict of interest disclosure form and is advised of their fiduciary obligations. The compliance officer, who has a direct reporting line to the chair of the governance and compliance committee and reports quarterly to the governance and compliance committee, analyzes all disclosure forms for potential conflicts, and prepares a report for the system-wide governance and compliance committee. A report was made to the board that there were no conflicts during 2020. When an actual or potential conflict of interest arises nvolving a board or committee member, the governance and compliance committee is informed and will follow specific protocol outlined in the conflict of interest policies and procedures.”

“On an annual basis, the compensation and benefits committee relies on staff feedback and the data and recommendations provided by an external compensation consultant to ascertain the reasonableness of compensation and benefits of all of the direct reports of the ceo and other potentially disqualified persons. In addition, the compensation and benefits committee reviews the organization's progress towards key performance indicators selected for incentivizing performance of disqualified persons through a performance based-compensation program. Quarterly, the compensation committee reviews updates to the overall benefits and compensation plan for the organization as well as progress on the organization's employer of choice strategic goals. Also on an annual basis, the compensation and benefits committee specifically reviews the compensation and benefits of the ceo using the data gathered by the compensation consultant at the direction of the committee and provides input to the full board of directors in order to support their decision making process regarding the ceo's compensation. The compensation and benefits committee charter, the executive compensation philosophy, and the executive incentive plan were reviewed most recently in 2020.”

“Albright care services makes its form 990 and form 1023 available to the public upon request.”

“The governing documents, conflict of interest policy, and audited financial statements are available upon request.”

“Unrealized loss on derivatives -367,851. Change in value of deferred giving arrangements -100,013. Fmv valuation -5,475,708.”

“There has been no change in oversight process from the prior year.”