Kendal-Crosslands Communities

“Kendal-crosslands is affiliated with the kendal corporation through bylaw requirements. The kendal corporation must approve the election of board members of kendal-crosslands and any amendments to the articles of incorporation or specific sections of the bylaws of kendal-crosslands as well as the incurrence of debt of specified value; changes in corporate purpose; use of the name kendal; the substance of resident contracts; and the purchase, sale, lease, or other disposition of any real estate or improvements thereon of a specific value; and dissolution, merger with another entity, division, or acquiring control of another entity.”

“The form 990 is presented to the board finance committee for their review by the cpa firm which prepares the form before filing. The entire board of directors will have a copy of the 990 in final form before the 990 is filed.”

“The policy regarding conflicts of interest has been adopted by the board of directors and covers all staff members and their immediate family. A conflict is defined as a member using their positions, or knowledge which they obtain in pursuit of their employment, for their own personal gain or for the gain of any other person other than a resident. Staff members shall disclose all known, potential or possible conflicts of interest to the executive director. The executive director shall disclose such conflicts involving himself/herself to the board of directors. The board alone may grant approval for exceptions to this policy although such approval is unlikely to be granted. This policy is reviewed with each new staff member during new employee orientation period and is reviewed at annual in services. Any possible conflict of interest on the part of any governing board member shall be disclosed to the board and made a matter of record, either through an annual procedure or when the interest becomes a matter of board action. Any governing board member having a possible conflict of interest on any matter shall not be a part of any decision or use his/her personal influence on the matter, and he/she shall not be counted in determining the quorum for that matter, even where permitted by law. The minutes of the meeting shall reflect that a disclosure was made, the abstention from the decision, and the quorum situation.”

“Officer and key employee compensation is evaluated on an annual basis. A compensation committee comprised of three board members gathers evaluations from department heads, board members, officers of the residents association including the past president, and the president of the kendal corporation. The committee also receives salary comparison information from the head of human resources at the kendal corporation. All of this information is summarized and shared with the board for their consideration in the performance evaluation and any wage adjustments. This is documented in the board meeting minutes. The review of ceo and director of finance compensation last occurred in 2015.”

“The financial statements are distributed to the residents each year in the disclosure statement. All of the governing documents, conflict of interest policy and the financial statements are available upon request.”

“The finance/audit committee was given the authority to act on the behalf of the full board(governance)to accept the decemebr 31, 2014 short year nine-month audited financial statements in april 2015 due to the change in the fiscal year end from march 31 to decemebr 31 and no board meeting scheduled in april of 2015, when the audited financial statements were required to be issued.”

“Change in fair value of interest rate swap and cap agreements -147,665. Change in value of split interest agreement -35,613.”

“J. Harry hammond is the only common board member between kendal-crosslands communities and the kendal corporation, a related organization (see schedule r).”