Capitol Lakes Inc.

“Capitol lakes' board delegates management duties to pacific retirement services, inc.”

“The bylaws were amended in january 2023 to standardize them, consistent with other subsidiaries of pacific retirement services, the sole member. These amendments included updating the sole member's exclusive powers and those actions that require the sole member's approval. Additionally, (a) the minimum number of directors was changed from 7 to 3, (b) the maximum number of directors was removed, (c) the number of resident directors was changed from 2 to 1, and (d) the cfo replaced the treasurer as an officer of the organization.”

“The organization has one member, pacific retirement services, inc.”

“Pacific retirement services, inc. Has the right to elect the directors of the board of capitol lakes, inc.”

“The following actions are reserved to pacific retirement services, inc., the sole member: (a) amend, restate or repeal the bylaws, or adopt new bylaws; (b) coordinate the activities of the organization, and engage in the overall planning, policy development, budgeting, and resource allocation for the organization; (c) appoint outside auditors for the organization; (d) elect or appoint the organization's directors, including the resident director and the prs representative director, and fill vacancies caused by the death, removal or resignation of a director; and (e) remove any of the organization's directors or officers. The prior approval of the member is required before the board of directors may (a) approve any merger or consolidation of the organization with another entity, or any partial or total liquidation of the organization's assets; (b) incur any debt, or enter into any contract, not contemplated by the annual budget if the dollar amount exceeds the sum of $100,000; (c) make any gift or gratuitous transfer in excess of $15,000 in any calendar year; (d) create a taxable or tax-exempt subsidiary or affiliated organization; (e) acquire a controlling interest in another entity; or (f) approve any amendment, repeal, or restate of the organization's articles of incorporation, or adopt any new articles of incorporation.”

“The form 990 was reviewed by the corporate director of accounting, vice president of accounting, cfo, and the board of directors.”

“The conflict of interest policy and questionnaire are sent to all board members and key employees annually. There are two policies related to conflicts of interest: 1) board of directors; 2)key employees, which identify the purpose, definitions, and procedures. If a conflict is self-identified by a board member or key employee in the questionnaire and/or meeting, procedures are followed and documented according to the policy.”

“A compensation committee of the prs board exists to determine compensation for the executive director of each community. This committee is comprised of the officers of the prs board of directors. The committee has a charter that outlines its duties and responsibilities. It also has agenda elements that describe the activities that the committee undertakes during the year. The vp of human resources provided salary studies from the following resources to the committee relative to executive director compensation: salary.com, payscale.com, 990 review (like size organizations), cemo (chief executive officers of multi-facility organizations) salary study results, and industry state association salary study results based on geographical location. The recommendation for base compensation and bonus are provided by the executive director's direct supervisor (coo or vp of operations).”

“Corporate financial data and governance information is not public information, and as such, is released only pursuant to legal regulation, court order, or other applicable law, and as directed by corporate counsel.”

“Note that tim conroy and kristin vater are leased employees of pacific retirement services, inc. And perform services on behalf of capitol lakes, inc. Pursuant to a management services agreement between capitol lakes, inc. And pacific retirement services, inc. Under the management services agreement, their compensation is reimbursed by capitol lakes, inc. Compensation has been reported in part vii, section a in order to highlight amounts paid by capitol lakes, inc., notwithstanding that they are leased employees of pacific retirement services, inc.”

“Changes in interest in net assets of foundation -78,269.”

“The process and authority for selecting the financial statement auditor and for overseeing the financial statement audit did not change during the fiscal year.”