Kendal-Crosslands Communities

“The organization's board of trustees approved amendments to the organization's bylaws on august 11, 2020. Highlights of the significant changes are as follows: article 6.2 now does not require the corporation to obtain approval of the kendal corporation before making decisions regarding the business of the corporation. Article 7.3 is now not required to be subject to article 14.2 regarding shared responsibilities of the board of directors of kendal crosslands communities and the president of the kendal corporation. Article 7.6 was amended to allow the board of directors to remove any officer at any time which now includes the cfo. Article 8.1 now does not require approval of the kendal corporation when the board of directors select a person to hold office due to a vacant spot. Article 11.3 was added to address any indemnification under section 11.2 or otherwise permitted by law shall be made by the corporation. Article 11.4 was added to address how the corporation shall advance expenses incurred by an officer or director who may be eligible for indemnification pursuant to this article in defending a proceeding. Article 11.5 was added to address the indemnification and advancement of expenses provided pursuant to this article. Article 11.6 was added to address how this article shall not be exclusive of any other right which the corporation may have to indemnify any person as a matter of law. Article 12.1 was amended to include the following as standing committees of the board of directors: finance, health services, long-range planning, property and stewardship, and philanthropy. Article 12.5 now does not require the board development committee's list of proposed nominees as directors be submitted to the kendal corporation for approval. Article 13.2 regarding mutual expectations, system services and financial understandings with the kendal corporation was removed. Article 14.2 regarding shared responsibilities was removed. Article 14.3 regarding relationship with the kendal corporation became article 14.2. Article 14.4 regarding conflicts between responsibilities in 14.1 and 14.3 was removed. Article 15.2 was amended to not require approval of the kendal corporation when the board of directors amend bylaws. Article 15.4 was added and states that notwithstanding any other provision of these bylaws, a quorum of two-thirds (2/3rd) of the directors shall be required to approve any amendment to the articles of incorporation or bylaws of the corporation.”

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

“The policy regarding conflicts of interest has been adopted by the board of directors and covers all staff members, their immediate family and the board of directors. A conflict is defined as a member using their position(s), 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 chief executive officer. The chief executive officer shall disclose such conflicts involving himself/herself to the board of directors. The board alone may grant approval for exceptions to this policy. This policy is reviewed with each new staff member during new employee orientation period and is reviewed annually. 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. Notwithstanding the previous statement, the board recognizes the importance of equal participation in board activities by all directors, and the need for unity to be sought among all governing board members on business affecting our communities. The board acknowledges that some board members are interested persons by virtue of being residents, immediate family members of residents or staff, or members of our waiting list. When considering approval of a project, capital or operating budgets, those board members will not be required to abstain from such decisions.”

“All officer (except the chief executive officer) and key employee compensation is evaluated by the chief executive officer on an annual basis and was last performed in 2019. There was a new ceo hired on january 21, 2020; therefore, no evaluation was performed during 2020. There will be an evaluation in 2021. The chief executive officer's compensation is determined by a compensation committee comprised of three board members who gather evaluations from department heads, board members and the president and past president of the resident associations. The committee also compiles and/or obtains 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. This process was reviewed in 2019. The review of chief executive officer compensation last occurred upon hire of the new ceo in 2020.”

“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 audited financial statements in april 2020.”

“Change in fair value of interest rate cap agreements 35,125. Change in value of split interest agreement -16,629.”