Humangood Fka American Baptist Properties Inc

“American baptist homes of the west, a california nonprofit public benefit corporation exempt under irc section 501(c)(3) 1s the sole member of american baptist properties.”

“The following transactions require approval by the members: a) merger, consolidation or dissolution of the corporation; b) amendment, repeal, or restatement of the articles of incorporation or bylaws; c) aggregate borrowing for any purpose in excess of $1,000,000; 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 $1,000,000.”

“There are no committees with the authority to act on behalf of the governing body.”

“Abp'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, abhow and abp 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" 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.”

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

“In may 2008, abp completed the purchase of a parcel of land in boise, idaho, for the purpose of developing a continuing care retirement community. The land was purchased for $4,075,000 using a combination of cash and $3,075,000 of debt and subsequently sold to the terraces of boise at financing of the community. In june 2009, abp completed the $8,500,000 purchase of the land underlying las ventanas, the corresponding ground lease and the rights to a $5,000,000 contingent deferred payment. On december 16, 2011, abp purchased at a substantial discount, the santander $5,600,000 las ventanas secured construction loan. On june 22, 2012, las ventanas, its bondholders, abhow, and abp executed a letter of agreement for the restructuring of las ventanas' debt and lease obligations. On september 12, 2012, the restructuring was finalized, which involved the exchanging of existing bonded indebtedness for three new series of tax-exempt bonds. Abp contributed $2,500,000 and released its interests in the ground lease and construction loan in exchange for interests in the newly issued las ventanas series a-2, series b-2, series b-3, and series c-2 bonds. Additionally, abp, with liquidity support from abhow, provided an unfunded $2,000,000 debt service support agreement for the las ventanas series a-1 bonds, with any resulting funded amounts triggering the issuance to abp of an equal amount of las ventanas series b-4 bonds, comparable in structure to the las ventanas series b-3 bonds. As a result of the aforementioned restructuring, abp received $16,414,000 (par value) of lvrc bonds, which were revalued to $8,250,000 in the year of receipt, and classified as investments in las ventanas bonds in the consolidated balance sheets. Subsequent revaluations of the investments as of september 30, 2015 and 2014 have resulted in additional increases in the unrealized mark-to-market loss of $2,270,000 and $1,291,000, respectively, and an aggregate unrealized loss on investments in las ventanas bonds of $11,725,000, in the consolidated statements of operations and changes in net assets. On september 22, 2015, the abhow board of directors voted to accept receipt of the net assets of abp in full satisfaction of intercompany liabilities from abp to abhow. As such, assets, including abp's ownership of las ventanas series a, b and c bonds, in the amount of $7,041,000 and abp's $533,000 deferred gain on the sale of the boise land were transferred to abhow and $17,115,000 in interaffiliate obligations were satisfied. As a result of this transaction abhow recorded a reduction in net assets of $7,574,000 and abp recorded an equally offsetting increase in net assets.”

“Purchased services: program service expenses 636. Management and general expenses 0. Fundraising expenses 0. Total expenses 636.”

“Oversight of the audit process for abp is provided by the audit committee for abhow as abp is consolidated in the audit of abhow and affiliates. There have been no changes to this process during the year.”