Herons Key

“The executive committee consists of the officers of the board and one at-large board member. The executive committee is responsible for (a) the development and proposal of the board's annual work plan for review and adoption by the board, (b) the review and action upon any urgent issues as may arise for the board between the regularly scheduled board meetings, except as may be limited by the bylaws, (c) the review and preparation of any actions or policies for consideration by the board at its regularly scheduled meetings, (d) the call for a special meeting and/or action of the board as may be needed, in the judgment of the executive committee, between regularly scheduled board meetings, (e) any appropriation or expenditure outside the approved operations budget not in excess of 1% of the approved operating budget for any fiscal year, subject to reporting any such appropriation or expenditure to the board meeting next following the decision, and (f) any such matter or matters as the board may from time to time deem it expedient to delegate its authority to the executive committee. Between meetings of the board, the executive committee has the authority to act for the board in any matter for which the board has power to act, except that the executive committee does not have the authority to (a) amend, alter or repeal the bylaws; (b) elect, appoint or remove any member of any committee, any director or officer; (c) amend the articles of incorporation; (d) adopt a plan of merger or consolidation; (e) authorize the sale, lease or exchange of all or substantially all the organization's property and assets outside of the ordinary course of business; (f) authorize the organization's voluntary dissolution or revoke proceedings therefor; (g) adopt a plan for the distribution of the organization's assets; or (h) amend, alter or repeal any resolution of the board. All such acts of the executive committee are reported to the board at its next regularly scheduled meeting and accompanied by or followed by confirming written minutes, except where a non-written report may be given in an executive session of the board due to the confidential nature of the matter.”

“Management services are provided by emerald communities, the sole member.”

“The bylaws were amended in september 2018 to (a) delete specific wording about the purpose of the organization and add the statement that its primary purpose is as set forth in its articles of incorporation; (b) add to the rights of the member (emerald communities) the right to vote on any merger of the organization; (c) delete from the rights of the member its approval of the organization's annual operating and capital budgets and approval of long-range strategic planning; (d) change the number of directors who are residents of heron's key from a maximum of 3 to up to 3 directors who are residents of heron's key, eastside retirement association (dba: emerald heights) or any combination of the two, provided that no more than 1/3 of the board be comprised of directors who are residents; (f) add that at least 3 directors shall be members of the presbyterian church; (g) add the chief financial officer as an ex officio director; (h) change officer terms from 3-year terms with a maximum of 2 terms for directors who are residents and 4 terms for non-resident directors to 3-year terms with a maximum of 2 terms for directors who are residents and 3 terms for non-resident directors; (i) add a new standing board committee, social accountability committee, consisting of at least three members to oversee the development of the organization's community outreach services and programs that support seniors or otherwise further the mission of the organization; and (j) shorten the indemnity section to a statement that the organization shall indemnify employees, directors and officers to the fullest permitted by law.”

“The sole member of heron's key is emerald communities.”

“Directors are elected by emerald communities, the sole member.”

“As the sole member, emerald communities has the right to vote on (a) the admission of new members, (b) the election and removal of directors, (c) any financings of the organization for amounts in excess of $1,000,000, (d) the disposition of substantially all of the organization's assets, (e) any merger with another entity, (f) any election to dissolve the organization and (g) any amendment of the bylaws or the articles of incorporation. In addition, the member has all rights afforded members under the washington nonprofit corporation act.”

“The controller and cfo reviewed the form 990 with the ceo. The finance and audit committee then reviewed the form 990, provided their input, and approved the final form 990. All members of the board of directors also received a copy of the form 990 before it was filed with the irs.”

“The organization's conflict of interest policy applies to all board members, officers, committee members, and employees designated as covered by the ceo. Every covered individual is required to complete a conflict of interest questionnaire annually. If a board or committee member has a potential conflict of interest related to a transaction, the individual discloses the material facts to the board or committee members. If it's unclear whether a board or committee member or the ceo has a conflict of interest, the governance committee of the board makes the determination and may evaluate alternatives that do not involve a conflict. After disclosing material facts, the individual with the conflict recuses themself from all other discussions and votes on the matter. The board or committee members without conflicts may vote on whether to enter the transaction. If an employee other than the ceo has a potential conflict of interest, they disclose the material facts to the ceo. If it's unclear whether a conflict exists, the ceo makes the determination. The ceo may work with the board's governance committee to evaluate alternatives that do not involve a conflict.”

“The emerald communities executive committee is responsible for the annual performance review of the president/ceo and establishing the salary for the position. These independent board members consider comparable data from surveys or studies and appropriate input from compensation professionals. The results of these deliberations and decisions are contemporaneously substantiated. Compensation reviews are conducted annually. The process for determining compensation for other officers and key employees includes overall budget compensation criteria for the organization that is approved by the board of directors. All employees of the organization receive annual performance evaluations which are conducted at the same time and become a key factor in compensation decisions. Salary surveys and market compensation information is also considered. The performance evaluation and compensation determination includes review and approval by the ceo and director of human resources. The performance evaluations, compensation decisions, comparability data and comparisons to approved budgets are documented as part of the process. The last compensation review took place in 2018.”

“Governing documents, conflict of interest policy and audited financial statements are available upon request.”

“Change in value of future services obligation 3,942,153.”