Saint John'S Communities Inc

“Class A membership of the corporation shall consist of such persons as are from time to time members of the Board of Directors of the Corporation. Class A membership shall not be transferable.”

“Directors of the corporation shall be elected at the annual meeting of the Class A members by the affirmative vote of a majority of the Class A members present or represented by proxy at the meeting.”

“Members are the governing body.”

“Finance Committee of the Board of Directors reviews the prepared 990 in detail and presents a summary to the full BOD with a recommendation that Form 990 be approved for submittal as prepared.”

“PROCEDURE: Except as otherwise disclosed on the annual disclosure statement, directors and/or officers are to disclose actual or potential conflicts of interest to the board of directors during any regular or special meeting at which a quorum is present. Administrators are to disclose actual or potential conflicts of interest to an officer of the corporation. The corporation's legal counsel will be made aware of potential conflicts. Where there is a question as to whether or not a conflict of interest in fact exists, the person who may have the conflict of interest shall leave any meeting at which such conflict is discussed and shall not vote on the matter in question. However, an individual may briefly state his/her position, or answer pertinent questions of others, as he/she may have expertise of information in the matter at hand. If a conflict interest is determined to exist, the interested person shall leave the meeting during discussion of, and voting on, the situation that results in the conflict. Where it is feasible, and as appropriate in the discretion of the board of directors, a non-interested person or committee shall investigate alternatives to any proposed arrangement or transaction which may result in a conflict of interest. Where a conflict of interest cannot be avoided, the board of directors, by a majority vote of the non-interested directors present, shall determine if the arrangement or transaction is in the best interest of Saint John's and for its own benefit, if it is fair and reasonable to the organization and that the organization cannot obtain a more advantageous arrangement or transaction elsewhere with reasonable efforts under the circumstances. Appropriate disciplinary action shall be taken with respect to any interested person who violates the Conflict of Interest policy. Minutes of meetings of the board and of all committees with board-delegated authority will include the names of all interested persons, the nature of the financial interest and whether there is deemed to be a conflict of interest, the names of all persons who were present for the discussion and vote, the content of the discussion, including alternatives that were considered and a record of the vote. The Conflict of Interest policy will be distributed to all directors, principal officers, member of committees with board-delegated powers and executive/administrative staff. Each person will sign an annual statement indicating that he/she has received a copy of the policy, has read an understands it, agrees to comply with it and understands that the organization must comply with the policy in order to maintain its tax-exempt status. The annual statement shall also disclose the individual's actual or potential Conflicts of Interest already known, as well as disclosing any Arrangement or Transactions in which he/she is an Interested Person. Such statements will be shared with the board of directors. This conflict of interest policy will be reviewed annually by the board of directors.”

“Compensation for all employees is compared annually to industry data supplied by an independent organization. President's salary is reviewed and approved by the Board officers as part of annual performance evaluation. Vice President and department directors performance reviews are conducted by the president.”

“Board, residents and staff are made aware via meetings that these documents are available upon request. The public is informed via our website.”

“Change in interest in Saint John's Communities Foundation 942,882. Loss on Early Retirement of Debt -10,383,633. Rounding adjustment 60.”