Kendal Charitable Funds

“The board of directors shall be appointed by the kendal corporation. At least one director shall also be a member 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.”

“The cfo and senior vp of governance review the 990 first. Upon completion of that initial review, the 990 is sent to the finance committee for review, followed by board review at the nearest board meeting. Upon board approval the 990 is then filed.”

“All board and committee members, as well as staff members complete an annual statement regarding each person's conformance with kendal's conflict of interest policy. A summary of the statement is reviewed by the governance 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 shall disclose the conflicts; shall abstain from discussion of such 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."”

“Method of related organization: the senior vice president of 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 institues (eri). This information is shared confidentially with the members of the compensation & benefits committee and the full board along with the most recent salary and bonus data for the ceo. The sr. V.p. Of human resources also meets with the committee and/or board in executive session to address any questions or concerns. The sr. V.p. Of human resources is then excused from the meeting. Once a decision is reached, the board chairperson notifies the sr. V.p. Of human resources of the new compensation for the ceo. Additionally, every (5) years kendal engages a consulting firm to conduct a more in-depth compensation study of the ceo and other key staff positions. The consulting firm works directly with board and provides the study directly to the board chairperson. The sr. V.p. Of human resources provides the consultant with all data requested. The most recent study was completed in march, 2015 by rodeghero consulting group. The process outlined above is also used for key staff of the kendal corporation.”

“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.”