Asbury Communities Inc.

“The executive committee will consist of the chair, vice chair, and president/ceo. The chair of the board of directors shall serve as chair of the executive committee and may appoint two (2) additional directors to serve on the executive committee. The executive committee may act in place of the board when there is business of the corporation to be transacted between regular meetings and convening a special meeting was deemed by the chair to not be necessary or possible. The full board will be notified within fifteen (15) days of any actions of the executive committee. The executive committee will have no power to (1) elect or remove any member or officer of the board of directors, (2) amend the articles of incorporation or bylaws of the corporation, or (3) take such other action as restricted by applicable law.”

“On february 6, 2020, the corporation's board of directors approved ammendments to the corporation's bylaws. The bylaws were revised to better conform to the corporation's organizational structure. The highlights of the significant changes are as follows: the following articles were added: -article iv reserved powers to identify the reserved powers that the corporation has with respect to its supported organizations as identified in the articles of incorporation. -article x financial matters and instruments, section 4 expenditure authority: for expenditures that are not otherwise in an approved budget, the chief executive officer shall have discretionary authority to commit or expend up to five million dollars ($5,000,000), cumulative, within any one fiscal year without board approval. Such expenditures shall be reported to the board at its next scheduled meeting following the commitment or expenditure. The following articles were amended: -article ii purpose was shortened to better summarize the corporation's purpose as follows: "the purpose of the corporation is to facilitate the establishment and support of entities that provide senior living, health, and related services to the aged population consistent with the corporation's stated mission." -article vii board of directors, section 3 number of directors was amended to state that the board of directors will consist of no more than 12 members, rather than 15 as previously stated. -article vii board of directors, section 5 resignation was amended to state that a resignation notice may be delivered to the chair of the board of directors or secretary, rather than just the chair of the board as previously stated. -article vii board of directors, section 7 compensation was amended to state that the board of directors, irrespective of any personal interest of any of its members, will have authority to establish reasonable compensation of all directors or other persons for services to the corporation as directors, committee members, or otherwise. -article vii board of directors, section 13 attendance was amended to state that all directors must attend a minimum of 75% of the regular meetings held in a calendar year, rather than 50% as previously stated. -article viii officers, section 3 term was amended to state that there are no term limits for officers, except the chair and vice chair, rather than just the chair as previously stated. -article viii officers, section 4 ex-officio officers was amended to only include the ceo of the corporation, rather than the ceo, cfo and chief legal officer/general counsel as previously stated. -article viii officers, section 8 vice chair was amended to state that if the board chair were to be removed from their position, the vice chair shall assume the position of chair. -article ix committees, section 1b was amended to define standing committees as (1) executive committee; (2) audit and finance/investment committee; (3) compensation committee; (4) governance and compliance committee. Standing committees may be dissolved or added through an amendment of the bylaws. -article ix committees, section 2 executive committee was amended to state that the executive committee will consist of the chair, vice chair, and president/ceo, rather than just the chair and president/ceo as previously stated. -article ix committees, section 4 audit and finance/investment committee was amended to combine the responsibilities of the previously separated system audit committee and system finance committee. -article ix committees, section 6 governance and compliance committee was amended to combine the responsibilities of the previously separated system governance committee and system compliance committee. -article x financial matters and instruments section 1 contracts and invoices was amended to state that the president may delegate authority for non-officers to enter into a contracts or approve invoices that do not exceed one million dollars ($1,000,000) and are inc”

“In 2020, there were no board committees that could act on behalf of the full board because the committees included non-board members.”

“Asbury communities, inc. Is the sole member of asbury foundation, inc., asbury atlantic, inc., asbury, inc., bethany development corporation, albright care services, and asbury communities hcbs, inc. Asbury communities, inc. Has a system-wide governance and compliance committee. The asbury communities, inc. Board of directors has delegated a review of the form 990 to the system governance and compliance committee which performed its review on 10/20/21. The asbury communities, asbury foundation, asbury atlantic, asbury communities hcbs, asbury, inc., albright care services, and bethany development corporation board of directors were forwarded a copy of their respective draft form 990 for their review and provided a link to a recording of the governance and compliance committee meeting if members chose to listen to the meetings as they reviewed any of the form 990s. All directors may pose questions or ask for clarification from staff and governance and compliance committee.”

“The asbury communities conflict of interest policy was approved by the board of directors. The compliance officer is responsible for the policy and oversees the implementation of the process. All the entities within the asbury communities system are subject to the policy. Annually, the compliance officer conducts a comprehensive conflict disclosure process covering all members of the governing boards, system wide committees, and individuals in management positions. Each person completes a conflict of interest disclosure form and is advised of their fiduciary obligations. The compliance officer, who had a direct reporting line to the chair of the governance and compliance committee and reports quarterly to the governance and compliance committee, analyzes all disclosure forms for potential conflicts, and prepares a report for the governance and compliance committee. A report was made to the board that there were no conflicts during 2020. When an actual or potential conflict of interest arises involving a board or committee member, the governance and compliance committee is informed and will follow specific protocol outlined in the conflict of interest policies and procedures.”

“On an annual basis, the compensation and benefits committee relies on staff feedback and the data and recommendations provided by an external compensation consultant to ascertain the reasonableness of compensation and benefits of all of the direct reports of the ceo and other potentially disqualified persons. In addition, the compensation and benefits committee reviews the organization's progress towards key performance indicators selected for incentivizing performance of disqualified persons through a performance based-compensation program. Quarterly, the compensation committee reviews updates to the overall benefits and compensation plan for the organization as well as progress on the organization's employer of choice strategic goals. Also on an annual basis, the compensation and benefits committee specifically reviews the compensation and benefits of the ceo using the data gathered by the compensation consultant at the direction of the committee and provides input to the full board of directors in order to support their decision making process regarding the ceo's compensation. The compensation and benefits committee charter, the executive compensation philosophy, and the executive incentive plan were reviewed most recently in 2020.”

“Governing documents and conflict of interest policy are available upon request. Audited financial statements are available for public viewing on our website (www.asbury.org).”

“The compensation of asbury communities' officers and key employees as shown on the form 990, part vii, section a, not only relates to their responsibilities at asbury communities, inc. But also reflects their responsibility to provide executive management functions, as well as policy and overall guidance to its supported and related organizations. Asbury communities, inc., the supporting parent company alone had 77 employees as of 12/31/2020. The form 990, part vii, section a, has 35 individuals earning $100,000 or more. These positions are responsible for providing expertise and guidance to multiple supported organizations in the asbury system which serves more than 5,000 residents and clients and employs more than 2,500 employees. The 2020 consolidated audited financial statements for asbury communities, inc. Had total revenues of $297 million and total assets in excess of $680 million.”

“As a not-for-profit organization with a faith-based tradition, asbury pledges each day to make a difference in the lives of those we serve and to serve as a partner for good in the community at large. We honor our legacy through supporting and partnering with charitable and community organizations, educational institutions, and aging services and health providers. At asbury, our efforts are focused in three primary areas: -benevolent care -developing senior services workforce -supporting senior wellness in the regions where we operate providing peace of mind for residents benevolent care: a cornerstone of living our mission is ensuring that residents who outlive their financial resources can remain in their home at asbury. The asbury foundation, a 501(c)(3) not-for-profit organization that secures philanthropic support to support the mission and enhance quality of life for older adults served by the asbury system, was established to support these efforts. Benevolent care: -for years 2018 through 2020, asbury provided a three year average of more than $2.9 million in benevolent care to asbury residents who outlived their financial resources through no fault of their own. This support included: -asbury methodist village $1,969,559 -asbury place $70,348 -asbury solomons $109,157 -bethany village $733,058 -springhill $25,923 supporting senior wellness in the regions where we operate at the end of 2020, asbury donated $1,000 to each of three organizations that support seniors and food insecurity in the frederick, md area. Training the next generation of leaders and professionals for aging services: -asbury was actively involved with leadingage, an association of not-for-profit senior services, including: -several asbury associates presented at state and national leadingage conferences that assisted continuing education priorities for non-profit aging services providers. Other/community support: -each asbury community strives to be a force for good in their region, identifying area needs and working with partner organizations to address those needs. Below is a sampling of the partnerships that expand our mission. -alzheimer's association -calvert county interfaith council -calvert county hospice -caring communities -community food rescue -erie county department of aging -erie veterans affairs medical center -farming for hunger -friends of calvert county seniors -jewish council for aging share -kingsport senior center -life senior services -manna food center of montgomery county -meals on wheels -montgomery county coalition for the homeless -new hope ministries food pantry -national area parkinson's association -parkinson's partners -united way -asbury associates bring a mission focus, wealth of experience, and innovative ideas to aging services. We share that through presentations and collaborations with industry organizations and their boards in all of the regions where we operate. Here are a few: -access to care -american red cross -caring communities -eagle accreditation commission -international council for active aging -leadingage national and state chapters”

“Transfers to and from supported organizations -2,704,750. Loss on discontinued operations -8,665.”

“There has been no change in oversight process from the prior year.”