John Knox Village

“The executive committee shall consist of the chair of the board, the vice-chair of the board, the secretary, and one (1) director selected "at large" by the affirmative vote of a majority of the full board. At least one (1) member of the executive committee shall be a resident director. The executive committee shall serve one (1) year terms expiring at the annual meeting of the board of directors each year. The vice chair of the board shall preside at all meetings of the executive committee, and the secretary shall keep the minutes. The executive committee shall exercise such rights, powers and authority of the board of directors while the board is not in session as are consistent with the policies, directives and resolutions of the board of directors, the articles of incorporation, and these bylaws. The executive committee shall meet from time to time at the call of the chair or vice chair of the board as necessary and appropriate to discharge its responsibilities. The executive committee shall meet not less than once each year for purposes of evaluating the performance of the president and his or her leadership of management in meeting the needs and stated objectives of the corporation. A majority of the executive committee shall constitute a quorum for the transaction of any business, and the act of a majority of the executive committee present at any meeting at which a quorum is present shall be the act of the executive committee. The executive committee shall regularly report its actions and provide minutes of its meetings to the board of directors. For all seats on the executive committee which are ex officio, removal from office by the board of directors pursuant to section 4.3 of these bylaws of any officer shall constitute removal from the executive committee. Any vacancy on the executive committee shall be filled by the board of directors for the unexpired portion of the term by replacement of the board officer no longer serving or by an at large election, as appropriate.”

“Premierlife, a missouri nonprofit corporation, is the sole member of john knox village. Premierlife is designated as the sole member so long as premierlife shall continue to qualify as a tax exempt, nonprofit entity recognized under section 501 (c)(3) of the irc. Premierlife has the right to elect the members of john knox village's governing body. Premierlife has the reserved power to approve significant decisions of john knox village's governing body. Premierlife is not entitled to receive a share of john knox village's profits, excess dues or a share of john knox village's net assets upon dissolution.”

“Premierlife, being the sole member of john knox village, has the right to elect all members of the board of directors.”

“The corporate bylaws of john knox village identify certain rights and powers which are reserved to premierlife, the sole member in each instance, the rights and powers reserved to the sole member may be summarized as follows: 1. Election of directors the sole member elects all directors of john knox village based upon nominations submitted by john knox village's board of directors terms of office are staggered on john knox village's board such that approximately 1/3 of the directors' terms expire each year. 2. Articles of incorporation and bylaws john knox village's articles of incorporation and bylaws may not be amended, restated, altered or repealed by the corporation unless and until such action is ratified and approved by the sole member. 3. Annual budgets/financial policies/investment john knox village's annual operating and capital budgets prepared and recommended by the corporate board are subject to review and approval of the sole member corporate financial policies and investment strategies recommended by john knox village's board also are subject to prior review and approval of the sole member. 4. Sale of assets/merger, consolidation/dissolution any sale, lease or other disposition of substantially all of the assets of john knox village, and any merger, consolidation, reorganization or other not-in-the- ordinary-course transaction is subject to the prior review, ratification and approval of the sole member john knox village shall not be dissolved or liquidated nor any plan of dissolution adopted by the corporation's board of directors without the ratification and approval of the sole member, 5. Long-term debt/leases all long-term debt obligations and long-term lease obligations in excess of one year are subject to prior review/approval of the sole member 6. Chief executive officer: all actions of the board of directors of john knox village to employ or terminate the employment of the ceo of the corporation are subject to review and approval by the sole member.”

“An independent accounting firm prepares and reviews the 990. The 990 is then reviewed by the organization's officers and accounting personnel. Any questions or concerns the organization's officers and accounting personnel have are addressed and any corrections or clarifications that need to be made are made. The 990 is then provided to the audit committee of the premierlife board for their review. Any questions or concerns the audit committee have are addressed and any corrections or clarifications that need to be made are made. The 990 is then provided to the john knox village executive committee, who oversees executive compensation, for their review. Any questions or concerns the executive committee have are addressed and any corrections or clarifications that need to be made are made. The 990 is then provided to all voting members of the board for their review. Any questions or concerns the voting members of the board have are addressed and any correction or clarifications that need to be made are made. Once all these reviews are complete, the final 990 is then filed with the irs, and subsequently posted on the website www.guidestar.org by the company guidestar.”

“At the time of hire (or election in the case of corporate directors and trustees) and annually thereafter, the ceo or his/her designee shall provide to the board and to all executive officers, administrative staff, associates and volunteers a copy of the conflict of interest policy and the applicable conflict of interest disclosure form and questionnaire, which shall be completed to identify any relationships, positions or circumstances with respect to which it is believed a conflict may arise. Such annual monitoring and review procedures shall be part of the corporate compliance plan. An appropriate report shall be submitted to the audit committee concerning any interest so disclosed. Each member of the board of directors and all management associates shall disclose fully and frankly any and all actual or potential conflicts or duality of interest or responsibility, whether individual, personal or business, which may exist or appear as to premierlife or any system entity or any matter or business which may come before the board (including its committees). Three of nine board of directors are residents and approve the village's annual budget, which includes approval of the increases in residents' monthly service fees since those resident directors only represent one third of the voting board of directors, this participatory action by the resident directors is believed to be in compliance with the conflict of interest policy also, missouri law requires certain system entities to have at least one member of its board of directors who is a resident. The disclosing individual shall neither vote nor endeavor to influence corporate action in any such matter upon request of the subject board, the affected individual shall leave the boardroom while the matter is discussed and a vote, if any, shall be recorded in the minutes of the board or its committee.”

“John knox village uses the following: 1. Peer group: the peer group will include continuing-care communities, nursing homes and closely related organizations, nationally. 2. Base salaries will be positioned so that midpoints target the 60th percentile executive salaries will be administered within ranges built around the 60th percentile and based on performance, experience and other relevant factors. 3. Incentives will be positioned to provide total cash compensation at the 60th percentile of the peer group for on-plan performance achieving maximum incentives may raise total compensation to approximately the 65th to 75th percentile. 4. Benefits will be positioned at market competitive levels, approximating the 60th to 75th percentile of the peer group. 5. Total compensation will be positioned at approximately the 60th percentile for on-plan performance with target incentive awards and approximately the 65th to 75th percentile for outstanding performance with maximum incentive awards. John knox village executive committee will determine the total compensation package for the ceo. The ceo shall make recommendations for the salaries and incentive payments for other executives. These amounts will be provided annually to the executive committee for their review and approval. The executive committee will report the aggregate increases and percentage comparison to the philosophy to the board of directors for approval. A salary review was last conducted by an independent accounting firm in fy2024. A written opinion from the consultant was received stating that the executive compensation packages are reasonable and do not constitute excess benefit transactions. The letter also outlines the steps the committee took toward establishing a rebuttable presumption that total pay levels are reasonable. The consultant reviewed the minutes to ensure the steps taken satisfied the irs requirements. The letter is on file at the facility. John knox village's philosophy regarding executive compensation is to pay at approximately the 60th percentile of the market, and it is our practice to ensure the salaries are consistent with the village's goal.”

“Governing documents (bylaws) are available for public inspection in the adminstrative center building, the conflict of interest policy is available for public inspection in the administrative center building, a copy of the most recently filed irs form 990 and audited financial statements are available for public inspection at the administrative center building, second floor. Audited financials are also available at the marketing office.”

“A leading provider of care and services for older adults, john knox village is committed to achieving its mission of "enriching lives, building community" in lee's summit and beyond. Every year, the village challenges itself to make the most of its community involvement efforts. Founded in 1970, the village is one of the first life plan communities in the nation. Not-for-profit organization 501(c)(3), run by a nine-member volunteer board of directors. Mission: to enrich the lives of older adults through community living "enriching lives, building community." located in lee's summit, missouri, with home health offices in prairie village, kansas. Provides a full continuum of care that includes independent living, assisted living, assisted living memory care, home health, private duty in-home care, skilled nursing (long-term care, rehabilitation and memory care) and hospice services, as well as ambulance and behavioral health transportation services. Annually serves about 1,200 residents on its campus and about 5,000 community members who live in western missouri and eastern kansas. With nearly 900 associates on staff, the village is one of the largest employers in lee's summit. The village's large size and its diverse services and amenities enables it to allocate multiple resources toward its community involvement commitments. It shares facilities; facilitates the giving of time and talents via a variety of volunteer opportunities; offers leadership and/or modest financial support to other not-for-profit organizations; shares entertainment; and promotes education and intergenerational activities. Village residents and associates volunteer their time and talents on the campus as well as in the surrounding community. In 2024, 309 volunteers (297 village-specific and 12 hospice-specific) contributed 21,706 hours to the village. Of those hours, village hospice volunteers logged 1,134 hours by making memory bears and lap blankets as well as assisting in the areas of patient care, administrative and community impact throughout the year. The village also donates event spaces (in the amount of $50,000) as well as equipment, supplies or gently used items to other not-for-profit organizations, such as the surplus exchange, habitat for humanity and the lee's summit hope house. Schools, camps, childcare facilities, nursing homes and churches also have received surplus supplies. For example, because of the pandemic, the village received an overabundance of hand sanitizer and donated the excess to churches, schools, food banks and other organizations. Finally, john knox village public safety serves village residents, associates and campus guests as well as members of surrounding communities, which helps alleviate financial and staffing tension from stressed city and state programs. Partnerships with local, state, regional and national public service organizations enable jkv public safety to provide security assistance, emergency medical services/ambulance services (ems), emergency service administration and more. Ems provides services to lee's summit and the greater kansas city area for emergency and non-emergency transports. Furthermore, jkv ems has mutual aid agreements with the cities of lee's summit, missouri, and raytown, missouri that enable jkv ems to respond if a need arises during an emergency. Jkv ems also provides a behavioral health service to 15 kc metro hospitals to transport mental health patients from emergency rooms to in-patient mental health facilities in missouri and kansas. In 2024 ems transported 1,997 patients with the behavioral health van.”

“Change in fair value of interest swap -94,606.”

“The organization did not change its oversight or selection processes during the year.”