Collington Episcopal Life Care Community Inc.

“All voting committee members are board members. The authority of the committee is by action of the entire board and a full report on any activity and any actions recommended is reported to the full board promptly.”

“At least one director shall be selected by the board of the corporation from a list of at least three candidates provided by the kendal corporation. The board of directors must obtain the approval of the kendal corporation before the selection of any new member of the board of directors of the corporation.”

“The organization is affiliated with the kendal corporation, an organization exempt from federal income tax under internal revenue code section 501 (c)(3). The organization's bylaws state that the kendal corporation shall have the right to review collington's operations, strategic and other plans, and financial projections and performance. If, in the judgment of the kendal corporation, collington is not in accord with the values and practices and affiliation agreement of kendal affiliates as established from time to time by the kendal corporation, to the extent not prohibited by the laws of maryland, the kendal corporation may request, and require if necessary, the affiliate to take appropriate action to address the situation. The directors shall seek and must obtain the approval of kendal corporation with respect to the changes in corporate purposes, incurring of indebtedness, the corporation's use of the name "kendal," the substance of residents contracts, the purchase, or sale of real estate or improvements, dissolution, merger, acquisition of another entity, the selection of new members of the board of directors of the corporation, and amendments to the articles of incorporation or bylaws.”

“The form 990 is prepared by an independent accounting firm. The form 990 will be reviewed by the audit committee of the board prior to filing. After the audit committee has accepted the form 990, the return will be provided to the full board of directors prior to filing, and will be reviewed by the full board before filing if time permits, or after filing if necessary. The audit committee is authorized by the board to review and accept the form 990 on their behalf.”

“The organization requires all board members, officers, key employees and committee members to review and execute its conflict of interest policy document on an annual basis. Any director, officer, key employee or committee member having an interest in a contract or other transaction with the corporation shall disclose such interest to the board or a committee thereof for consideration, authorization, approval, or ratification and shall make a prompt, full and frank disclosure of his or her interest to the board or committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts, known to such person, about the contract or transaction, which might reasonably be construed to be adverse or potentially adverse to the corporation's interest. The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his or per personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to, such contract or transaction. Such person may be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation, and that a quorum was present.”

“The organization uses third party salary studies conducted by leading-age along with kendal system information and the board of directors to determine the compensation of the executive director. In order to determine the compensation of officers and other key employees, the executive and human resources director assess third party salary surveys and historical compensation data to arrive at a mutually agreed upon amount of compensation. The last time this process occured was in 2016.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public through guidestar.com or upon request.”

“Change in fair value of interest swap agreements 439,566. Increase in interest in collington foundation, inc. 391,408. Net assets released from restriction -298,733. Flow through contribution from foundation -201,700.”

“This process has not changed from the prior year.”