Active Retirement Community Inc.

“The major changes to the bylaws of the organization are as follows: - The Board of Directors shall be divided into three classes such that the term of one class of Directors shall expire each year. The Member shall have the right to elect the persons to serve as members of the Board of Directors in each class, other than ex-officio members, in accordance with the criteria set forth in Section 2(b) of this Article IV. - Directors, other than ex-officio members, shall serve for a period of three (3) years; provided, however, that in the initial year that the Board of Directors is divided into three classes, the Directors in the first class shall serve for an initial term of one (I) year, the Directors in the second class shall serve for an initial term of two (2) years, and the Directors in the third class shall serve for an initial term of three (3) years. Each Director shall hold office until the expiration of the term for which he/she is elected and until his/her successor has been elected and qualified, whichever is later. -The Chair of the Board of Directors shall not be an employee of the Corporation. - The Board shall appoint a full-time chief executive officer bearing the title of President/Chief Executive Officer, who shall be continuously responsible for the management of the Corporation commensurate with the authority conferred upon him/her by the Board of Directors and consistent with its expressed aims and policies. The Board, through the President/Chief Executive Officer, shall: recommend to the Board, for appointment by the Board, an individual to serve as the nursing home Administrator. -The Board shall participate actively in the process by which the Corporation continues to hold its Certificate of Authority issued under the provisions of Article 46 of the Public Health Law of the State of New York, its enriched housing license issued under the provisions of Article 7 of the Social Services Law, its Assisted Living Residence license and enhanced Assisted Living Residence certificate under the provisions of Article 46-B of the Public Health Law of the State of New York, and its skilled nursing license issued under the provisions of Article 28 of the Public Health Law of the State of New York. - The Executive Committee shall consist of not less than three (3) nor more than twelve (12) members who shall be appointed annually by and from the Board of Directors as soon as practicable after the Annual Meeting of the Member of the Corporation. The Board of Directors shall choose, from among the members of the Executive Committee, a Chair thereof. The Chair, Vice-Chair and Treasurer of the Board of Directors shall be ex-officio members of the Executive Committee. -The Audit and Finance Committee shall consist of not less than three (3) "Independent directors" (as such phrase is defined in Section 102 of the NPCL). To the extent that the Treasurer meets the requirements of an Independent director, the Treasurer shall serve as a member of the Audit and Finance Committee. The audit committee is responsible for the following : - Supervising the audit of the Corporation's financial statements. (iii) The Audit and Finance Committee shall be responsible to review the investment policies for the Corporation's funds, and recommend the appointment of investment counsel to manage the investment of such funds within the overall investment policy of the Corporation, as determined by the Board in consultation with the Audit and Finance Committee. (vi) The Audit and Finance Committee shall annually retain or renew the retention of an independent auditor to conduct the audit and, upon completion thereof, review the results of the audit and any related management letter with the independent auditor;(vii) The Audit and Finance Committee shall review with the independent auditor the scope and planning of the audit prior to the audit's commencement; (viii) The Audit and Finance Committee shall, upon completion of the audit, review and disc”

“Mather Health System Inc. is the member of the Corporation. The member approves the election and removal of members of the board of directors, the amendment of the purposes, certificate of incorporation or bylaws of the corporation, the sale, assignment or disposal of all or substantially all of the assets of the corporation, the formation or purchase of a related entity or corporation.”

“As sole member of the corporation, Mather Health System, Inc. approves the election and removal of members of the board of directors.”

“As sole member of the corporation, Mather Health System, Inc. approves the amendment of the purposes, certificate of incorporation or bylaws of the corporation; the sale, assignment or disposal of all or substantially all of the assets of the corporation; and the formation or purchase of a related entity or corporation.”

“A final copy of the Form 990 and all required schedules are presented to the Board of Directors prior to its filing.”

“Conflict of interest policy statement- officers, directors and key employees of the organization will, at least annually, file a Conflict of Interest Disclosure Statement/Questionnaire with the Compliance Officer. Personnel shall disclose all situations that pose a potential or actual conflict of interest. Personnel have an affirmative obligation to update their annual Disclosure Statement/Questionnaire whenever new information arises which is otherwise required to be disclosed in the annual Disclosure Statement/Questionnaire by completing a new Disclosure Statement/Questionnaire and providing it to the Compliance Officer. The Compliance Officer will review Disclosure Statements/Questionnaires in light of the principles set forth in the Conflict of Interest Policy, consult with outside counsel as necessary, seek additional information as necessary, and determine if the information disclosed creates a conflict of interest, is improper, or creates the appearance of a conflict of interest or of improper conduct. The Compliance Committee will review the Compliance Officer's reports annually and on a periodic basis, and conduct its own review, as necessary, to determine whether a potential or actual conflict of interest exists. If the Committee determines that it needs to conduct a further review, the Chairman of the Compliance Committee may appoint an ad hoc committee comprised of Board members and the Compliance Officer to review a particular matter and make a recommendation to the Compliance Committee. The Compliance Officer and outside counsel shall assist the Compliance Committee, which shall report its recommendation and findings to the entire Board of Directors. The Board of Directors shall review the recommendation and findings of the Compliance Committee and make its findings which shall be final and binding.”

“The organization engages with an outside consultant to prepare a compensation review of management, including the ceo and the health center administrator. In addition, the organization regularly reviews salary and benefit surveys prepared by industry associations and evaluates compensation structures for local similar organization for all key employees. A COMPENSATION COMMITTEE REVIEWS AND APPROVES THE COMPENSATION AND THE DECISIONS ARE DOCUMENTED IN THE COMMITTEE MINUTES.”

“The organization's governing documents, Conflict of Interest policy, and Financial Statements are all furnished to the public upon request.”

“Change in Interest in Net Assets of Foundation 122,759.”

“The organization has not changed the oversight or selection process during 2016.”