American Baptist Homes Foundation of the West Inc

“The foundation's sole member is american baptist homes of the west, an organization exempt under irc section 501(c)(3).”

“Voting directors of the board of directors are elected by american baptist homes of the west, as the sole member.”

“The board of directors governs the corporation, except for any powers reserved by the bylaws to the sole member. The board establishes all policy matters under which the corporation's staff operates and exercises all powers granted by the articles of incorporation and by statute to directors of nonprofit corporations. All corporate powers of the corporation are exercised by, and the business and affairs of the corporation, including the raising, investment and allocation of funds, are controlled by, the board which governs and controls the affairs and business of this corporation and make such rules and regulations therefor not inconsistent with law, with the articles of incorporation of this corporation or the bylaws.”

“The foundation's sole member, abhow, completed an affiliation with southern california presbyterian homes effective may 1, 2016 that resulted in a substantial change in board members in the governing body for abhow. For the fy 2015 fiscal year, management received approval to file the form 990 without providing it in advance to the board given that those in the governing body of abhow did not have oversight of the operational year presented in the return. The intent of management is to make future returns available to the board in advance of filing.”

“Every year, the organization directors and officers are asked to complete a conflict of interest disclosure along with a statement of commitment. These documents are aimed at informing abhow and its affiliated entities of any conflicts that should be revealed. Duty to disclose. In connection with any actual or possible conflict of interest, directors and officers must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees, with governing board delegated powers considering the proposed transaction or arrangement. Determining whether a conflict of interest exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. Procedures for addressing the conflict of interest a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. B. The chair of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. C. After exercising due diligence, the board or committee shall determine whether abhow can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. D. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in abhows best interest and for its own benefit and whether it is fair and reasonable to abhow and shall make its decision as the whether to enter into the transaction or arrangement in conformity with such determination. Violations of the conflicts of interest policy a. If the board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. B. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“Compensation of the president and cfo of american baptist homes of the west (source of "related organization" 15a compensation in part vii) is reviewed annually for market competitiveness and intermediate sanctions compliance by a compensation committee of the abhow board. Compensation of other officers and key employees is reviewed by the ceo with disclosure to the compensation committee of the abhow board. The abhow board members and ceo are independent with respect to the individuals whose compensation is being reviewed. The abhow board and president rely upon wage and salary studies and/or regular review by a compensation consultant to provide comparable salary data for their consideration. Decisions regarding compensation are documented on a contemporaneous basis. Compensation for the president of the foundation is determined based on an annual salary survey performed by the human resources department of abhow and reviewed by abhow's president.”

“The governing documents and financial statements are available for inspection upon request. Conflict of interest is not made available to the public.”

“The primary purpose of the foundation is to develop, invest and administer funds to provide residential and nursing home care on behalf of the residents of certain facilities of american baptist homes of the west (abhow), a related 501(c)(3) organization. The foundation's principal activity is to administer such funds under trust agreements. The foundation also manages donated investment funds for abhow, american baptist homes of washington, american baptist estates, inc., las ventanas retirement community, terraces of boise and terraces at san joaquin gardens which are related 501(c)(3) organizations. American baptist homes foundation of the west (abhfow) is a component of american baptist homes of the west's (abhow's) financial statements. Abhow encompasses a number of legal entities with separate form 990's. As such, reviewing just the form 990 for the legal entity provides an incomplete reflection of total activities. Attached to this form 990 is a listing of abhfow's related organizations. The operations of abhfow must be combined with the operations of abhow for purposes of compliance with bond covenants for debt instruments of abhow. Additional information on abhfow can be obtained from its website at www.abhow.com/foundation as well as from contacting the corporate office at (925) 924-7100.”

“Contractual liability adjustment 397,785.”