Kendal Charitable Funds

“The board of directors shall be appointed by the kendal corporation. At least three directors shall also be members of the kendal corporation. The kendal corporation shall have the right to remove a director with or without cause and without notice or hearing as provided by removal for directors.”

“The articles of incorporation of the corporation and the bylaws may be amended only by a majority of directors present at any duly convened meeting of directors after notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be effected thereby, provided that no such change shall be effective without the written approval of the kendal corporation.”

“Financial resource committee will review in detail with ceo & cfo and preparer of 990 in july 2014 meeting, and with full board at july 2014 meeting.”

“All board and board committee members and staff members complete an annual statement regarding each person's conformance with kendal's conflict of interest policy. A summary of the statements is reviewed by the board development committee and the full board. If a conflict arose in between completion of the statements, the individual would inform the board chair or ceo. The statement from policy states: "individuals having conflicts of interest or potential conflicts of interest shall disclose the conflicts; shall abstain from discussion of matters relating to the conflict at board, committee, or staff meetings; and shall not use their personal influence in any decision regarding the matters relating to the conflict. The minutes of any such meeting shall reflect the disclosure that was made and the abstention from discussion.”

“The director for human resources researches salary information of like organizations with similar revenue from the leading age chief executives of multi-organizations (cemo) report and economic research institute (eri). This information is mailed in a confidential envelope to members of the organization and strategy committee along with all the past salary history of the ceo. The director for human resources also meets with the committee in an executive session and responds to any questions and takes any direction given by the committee and may be excused from the meeting. Once the committee has determined what they consider to be acceptable information, that information (usually the same information given to the organization and strategy committee) is mailed by the director of human resources in a confidential envelope to all board members to be reviewed at the next scheduled board meeting in the executive session with the director for human resources. After responding to questions the director of human resources is excused from the meeting. The board chair contacts the director of human resources giving the new compensation figure. Additionally, every 5 years the organization and strategy committee and later, the entire board, receive an outside compensation study completed by rodeghero consulting, a compensation consultant recommended by leading age, our national association. This compensation study is a more indepth study than the human resource research. James rodeghero works directly with the board. The director of human resources gives rodeghero any requested data. The review of salary occurs annually in the july board meeting. The compensation consultant working directly with the board occurs every five years. The last time was july, 2011. The same process used for the ceo is used for the key staff members. All salaries and salary data from like organizations and similar positions are reviewed first by the organization and strategy committee and then with the entire board. The outside consultant also works with the organization and strategy committee regarding key staff members in addition to the ceo. The process for determining the compensation of the other officers or key employees of the organization occurs annually.”

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

“The oversight and selection process has not changed from the prior year.”