Good Shepherd Senior Housing Corporation

“Description of delegated duties to management company: good shepherd senior housing corp. Is managed by humangood affordable housing, a professional property management company. Humangood affordable housing has a project owner's and management agent's certification for multifamily housing projects with the us department of housing and urban development. Under this certification, hud has approved humangood affordable housing to manage good shepherd senior housing corp. The management contract encompasses the day to day operations of the project including, but not limited to collection of rents, maintenance of facilities, supervision of staff, and ongoing support for both the owners and tenants as needed in order to establish a safe, sanitary and affordable environment.”

“Explanation of classes of members or shareholder: humagood affordable housing, a california nonprofit public benefit corporation, is the sole member of this organization.”

“How members or shareholders elect governing body: humangood affordable housing, the organization's sole member, elects all board members.”

“Decisions of governing body approval by members or shareholders: humangood affordable housing, the organization's sole member, must first approve in writing any decision involving: (a) merger, consolidation or dissolution of the corporation; (b) amendment, repeal, or restatement of the articles of incorporation or the bylaws of the corporation; (c) aggregate lending or borrowing for any purpose in excess of $150,000. For the purpose of this sub-paragraph the term aggregate borrowing includes but is not limited to lease agreements and contracts for sale; (d) purchase, sale, lease, disposition, hypothecation, exchange, gift, pledge, encumbrance or mortgage of any real property, and of any personal property with a value in excess of $150,000; (e) transactions outside the ordinary course of business; (f) hiring or termination of the management agent for any property owned by the corporation.”

“The form 990 is reviewed by the cfo and furnished to the board of directors for review prior to filing with the irs.”

“Every year, the organization's directors and officers are asked to complete a conflict of interest disclosure along with a statement of commitment. In connection with any actual or possible conflict of interest, directors and officers must disclose the existence of the financial interest and all material facts related thereto to the directors and members of committees. A vote is taken outside the presence of the individual in question to determine if an actual conflict exists.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. If, after hearing the response of the member, 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 humangood is reviewed annually for market competitiveness by a compensation committee of the humangood board. Compensation of other officers and key employees is reviewed by the ceo with disclosure to the compensation committee. The humangood board members and president are independent with respect to the individuals whose compensation is being reviewed, the humangood 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.”

“The governing documents and financial statements are available for inspection upon request.”

“Certain board members received a stipend for 2023 for their board and committee work related to humangood. No compensation is paid to any board members for their role on the good shepherd senior housing corporation board. Board stipends: commencing two years after the may 1, 2016 affiliation of humangood norcal and humangood socal, the seven-member humangood board began receiving general and meeting specific stipends for their service to the top governing organization, humangood. An evaluation was performed of similarly complex non-profit organizations to determine the reasonableness of the stipend amount for the hours committed to governance. No remuneration is attributable to service by these seven board members on boards of other humangood affiliates. The remuneration is taxable to each of the members and reported annually on form 1099 in addition to disclosure in the form 990. Based on receiving this remuneration and the advice of tax consultants, these board members are not reflected as being independent directors.”