Bethany Development Corporation

“The board of directors may, by resolution adopted by a majority of the directors in office, establish one or more committees to consist of one or more directors of the corporation. Any such committee, to the extent provided in the resolution of the board of directors or in the by-laws, shall have and may exercise all of the powers and authority of the board of directors, except that no such committee shall have any power or authority as to the following: a. The submission to members of any action required by statute to be submitted to the board of directors for approval. B. The filling of vacancies in the board of directors. C. The adoption, amendment or repeal of the by-laws. D. The amendment or repeal of any resolution of the board. E. Action on matters committed by the by-laws or resolution of the board of directors to another committee of the board.”

“Bethany development corporation has one member. The sole member is asbury communities, inc.”

“Asbury communities, inc is the sole member of bethany development corporation.”

“Asbury communities, inc. Shall have the following reserved powers: (1) removal of members of the corporation's board of directors; (2) filling of vacancies on the corporation board of directors; (3) approval of all management services relationships and authority to ratify any and all management services agreements entered into by corporation; (4) approval of any merger, closure, sale, lease or exchange of substantially all of the assets of corporation, or the creation of a subsidiary joint venture, l.l.c. Or other entity by corporation; (5) approval of all mission and vision statements to assure alignment with the system mission and vision statements; (6) authority to cause and approve all amendments to articles of incorporation or bylaws of corporation; (7) approval of the budget of corporation, both operating and capital; (8) authority and responsibility to approve any proposed project for the development of a new product and/or facility by corporation; (9) authority to approve each incurrence of indebtedness by corporation, and all entities in the system in excess of a predetermined amount; (10) authority to require or preclude participation by corporation in any (one or more) key strategic relationship, and/or management agreements; (11) authority to appoint the auditor and determine the fiscal year of the corporation; (12) authority, by a supermajority vote of the supporting organization board of directors, to create additional or eliminate reserved powers.”

“The bethany development board of directors perform an independent review of the 990. The return is reviewed in detail by the treasurer and president of the board. The entire board is forwarded a copy of the return for review. All board members may pose questions and ask for clarification.”

“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 management positions. Each person completes a conflict of interest disclosure form and is advised of their fiduciary obligations. The compliance officer, who had 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 2021. When an actual or potential conflict of interest arises involving 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.”

“The organization's governing documents, conflict of interest policy, and financial statements are available to the public upon request.”

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