Morningstar Senior Living Foundation

“The directors of morningstar senior living foundation are elected by morningstar senior living, inc. And morningstar senior solutions, inc.”

“Without the approval of morningstar senior living, inc. The board of morningstar senior living foundation may not: (1) approve the corporation's operating and capital budgets; (2) make any long-term strategic planning decisions or approve a long-term strategic plan; (3) secure tax-exempt financing or otherwise borrow more than $25,000 under terms which provide for a repayment period in excess of three months; (4) enter into any financing leases which would obligate the corporation to make rental payments in excess of ten (10) percent of the corporation's approved annual capital budget; (5) undertake any capital expenditures in excess of ten (10) percent of the corporation's approved annual capital budget; (6) remove board members; (7) initiate, cease or significantly modify any of the corporation's lines of service, products or programs; (8) select, remove or replace auditors or legal counsel for the corporation; (9) authorize fundamental changes to the corporation, including the adoption of a plan of dissolution of the corporation; the adoption of a plan of merger, consolidation, division, conversion or affiliation with another entity; and change to the current corporation's corporate organizational structure; (10) authorize and designate officers of the corporation to execute a deed of assignment for the benefit of creditors; file a voluntary petition in bankruptcy; file an answer consenting to the appointment of a receiver; or file an answer to an involuntary petition in bankruptcy; (11) organize or acquire any subsidiary or affiliate; (12) change the corporation's fiscal year; (13) determine to indemnify a representative (as that term is defined in section 10.1) as provided in these bylaws; (14) undertake participation in a joint venture with one or more organizations; or (15) authorize changes in the corporate purpose.”

“The form 990 and related schedules are reviewed by the chief financial officer and president & ceo. The reviewed form 990 and related schedules are provided to the board of morningstar senior living foundation for review and approval prior to filing.”

“Annually, each board member, officer, and key employee is given a copy of the morningstar senior living, inc. Conflict of interest and confidentiality statement as well as related questionnaire to be completed and signed. The questionnaire requires each signer to list businesses in which the signer or spouse is a member, employee, or owner with which morningstar senior living, inc. Or morningstar senior solutions, inc. Might reasonably enter into a transaction, as well as any other relationship or activity that might give rise to a conflict of interest. If a board member has a significant financial interest in a transaction upon which action is to be taken or withheld by the board, the policy does not permit such board member to vote on or use any personal influence regarding such matter. If any officer or key employee has a significant financial or other interest in a transaction, the president and chief executive officer in conjunction with the board must approve the transaction.”

“Morningstar senior living foundation makes its governing documents, conflict of interest policy, and financial statements available to the public upon written request.”