Kendal at Ithaca Inc

“The executive committee shall be composed of the officers of the corporation and other trustees that may be named to the committee by the chair. The executive committee: (a) shall have and exercise the authority of the board of trustees in the management of the business of the corporation and shall: (i) act as an ethics committee when needed to develop policies and guidelines for handling of ethical issues and review and give consultation involving ethical difficulties. (ii) conduct performance review of the chief executive officer. (iii) monitor effectiveness and approve incentive compensation of employees under incentive compensation programs. (iv) review and recommend to the board changes to the human resources policy and benefit plans of the corporation. (v) such other duties and functions as may be assigned by the board. (b) shall not have any power or the authority as to the following: (i) the filling of vacancies in the board of trustees. (ii) the adoption, amendment or repeal of (the) bylaws of the corporation. (iii) the amendment or repeal of any resolution of the board. (iv) action on matters assigned by (the) bylaws or resolution of the board of trustees to another committee of the board.”

“The bylaws were updated on may 17, 2017 by the board of trustees. There were changes made to the committee structures and the audit functions required by the not-for-profit corporation law. The "qualifications" section was removed on april 19, 2017 by kendal new york.”

“Kendal at ithaca is affiliated with kendal new york through bylaw requirements. Kendal new york must approve the election of board members of kendal at ithaca and any amendments to the articles of incorporation or specific sections of the bylaws of kendal at ithaca as well as the incurrence of debt of specified value; changes in corporate purpose; use of the name kendal; the substance of resident contracts; and the purchase, sale, lease, or other disposition of any real estate or improvements thereon of a specific value; and dissolution, merger with another entity, division, or acquiring control of another entity.”

“The form 990 will be reviewed by the audit committee of the board in august, and then will be distributed and presented to all board members for approval before it is filed with the internal revenue service.”

“A conflict of interest is defined as "excess benefit" to the disqualified person. Excess benefits may arise from a transaction in which the amount of the economic benefit provided by kendal at ithaca to or for the use of the disqualified person exceeds the value of the consideration (including the performance of services) received by kendal at ithaca for providing such benefit. All members of the kendal at ithaca board of trustees and staff are covered by this policy. Any person who reasonably believes they may be an interested person must disclose the existence of and the material facts of the nature of his or her interest to the trustees or members of the committee considering the proposed transaction. Such disclosure shall include any relevant and material facts known to such person about the transaction and all facts relating to the reason that such person might be a disqualified person. When a person discloses they may be a disqualified person, the body to which the disclosure is made shall thereupon, by majority vote (other than the person who made the disclosure), determine whether the person is a disqualified person or is a potentially disqualified person. If it is determined that such person is a disqualified person, such person shall not vote on, nor use his personal influence on, nor participate in the discussions or deliberations with respect to such contract or other transaction. Such person may present factual information or respond to questions as may be required by the remainder of the board or committee. The disqualified person shall withdraw from the meeting until the discussion or discussions, including any votes taken, has been completed. The minutes of the meeting shall reflect the disclosure of the disqualified person and his/her withdrawal from the meeting. Each trustee, director, principal officer, and member of a committee with board delegated powers shall annually sign a statement which affirms that such a person has received a copy of the conflicts of interest policy, has read and understands the policy, has agreed to comply with the policy, and has disclosed all known conflicts of interest.”

“The executive director's compensation has been determined by the board in consultation with the president and the director of human resources of the kendal corporation. From time to time the kendal corporation provides to the board chair an updated comparative and independent survey on compensation for executive directors. The board chair then reviews this information with the executive committee and/or the board. Kendal at ithaca's human resource director, cfo, and executive director determine compensation for all other employees based on independent data such as surveys, taking into account those employees' positions and responsibilities relative to other positions at kendal and in the marketplace. Compensation increases for the executive director and all other staff are reviewed and approved as part of the annual budget process. The kendal at ithaca board of trustees has final approval of the budget and associated compensation increases. This process was last undertaken in october 2017.”

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

“In 2017, the board of trustees formed an audit committee, which is entrusted with review and approval of the annual audit, as well as presenting the annual form 990 to the full board for approval. Formerly, the finance committee reviewed the audit and 990 prior to presenting them for board approval.”