Lifespace Communities Inc

“The executive committee shall consist of the chair of the board, the vice chair of the board, the immediate past chair of the board, the chair of the governance and nominating committee and, as an ex-officio member, the president and chief executive officer. Except as limited herein, and except for responsibilities delegated to another committee, the executive committee shall possess and may exercise all of the powers of the board of directors in the oversight of the business and affairs of the corporation when the board of directors is not in session, except as herein provided. The executive committee shall not have the powers of the board of directors with respect to authorizing distributions; approving dissolution, merger, or the sale, pledge or transfer of all or substantially all of the corporation's assets; electing, appointing, or removing directors or filling vacancies on the board of directors or on any of its committees; or adopting, amending, repealing the articles of incorporation or the bylaws, or the appointment or removal of the president and chief executive officer. The primary purpose of the committee is to enable the board of directors to act where an assembly of a quorum of the board would be impracticable or impossible. The committee also shall serve as an advisor to the president and ceo, providing consultation, support and guidance on an informal basis as requested from time to time, and review and approve board meeting agendas.”

“The sole member of the organization shall be lifespace, inc.”

“Management performed a thorough review of the form 990. The risk management & audit committee of the board of directors reviewed and approved the form 990 prior to filing. Any concerns or suggestions identified by the risk management & audit committee were reported to the full board of directors. A copy of the form 990 was distributed to the entire board of directors prior to filing. Members of the board of directors directed any questions or concerns to the chief financial officer to be resolved prior to filing.”

“Officers and members of the board of directors of lifespace communities, inc. And all related organizations must conduct their personal affairs in such a manner as to avoid any possible conflicts of interest with duties and responsibilities as officers and members of the board or directors. All new board members and officers are required to complete a conflicts of interest statement. This is reviewed by the governance & nominating committee of the board of directors for approval. Officers and members of the board of directors annually are required to complete a conflicts of interest statement. These statements are reviewed by the governance & nominating committee to determine if any conflicts of interest exist prior to reappointment to the board and officer positions. Any director having a conflict of interest shall not vote or use his or her personal influence on the matter, and shall not be counted in determining the quorum for the meeting. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the quorum situation.”

“Compensation for directors (including the officer-director positions of chair and vice-chair) is reviewed annually by the governance and nominating committee. Generally, an outside consultant is retained every year to determine the reasonableness of director compensation. A report is provided to the board of directors by the consultant. The board of directors approves the annual compensation based on these reviews. Compensation for employees who are disqualified persons under intermediate sanctions regulation is reviewed annually by the compensation committee of the board of directors. The disqualified persons include the ceo, the cfo, the svp of operations, and the svp of successful aging and health services. The compensation committee uses an outside, independent compensation consultant at least every other year to determine the reasonableness of the disqualified persons' compensation. The compensation consultant provides a report to the compensation committee of its market competitiveness review, findings, and recommendations, and a letter stating its assessment of the reasonableness of compensation. In years when the compensation committee does not use an outside consultant, it reviews survey information to determine the reasonableness of compensation. The compensation committee recommends to the boards, and the board of directors approves the annual compensation changes based on the recommendation of the compensation committee. The salaries and benefits listed contain the total salaries and benefits paid to each individual through lifespace communities, inc. And all related entities.”

“Requests from third parties for governing documents, conflict of interest policy and financial statements are referred to the chief financial officer. Annual returns and the application for exemption are made available for public inspection and are provided to individuals who request them. Copies are provided within 30 days of a written request or the same day if requested in person.”

“Financial statement rounding adjustment 3,443. Prior period equity adjustment 11,049.”

“The process of overseeing the audit and selecting an independent accountant has not changed from the prior year.”