Collington Foundation Inc.

“The executive committee shall be comprised of the president and three other board members appointed by the board. The executive committee shall have the authority and power to act for and on behalf of the board in all matters, subject only to the limitations contained in the organization's bylaws or the maryland general corporation law. The executive committee shall take minutes of each of its meetings to be prepared for distribution at the next regular meeting of the board.”

“The collington episcopal life care community, inc. (celcc), a 501(c)(3) public charity, is considered the sole member based on the internal revenue service definition of member.”

“Celcc may remove any director and declare vacant the office of a director at any time for any reason. Celcc also has the authority to fill all vacancies on the governing body.”

“The governing documents may not be amended, repealed or adopted without the approval of celcc.”

“The form 990 is prepared by an independent accounting firm and then reviewed by the audit committee of the celcc. After the audit committee of the celcc has accepted the form 990, the return will be provided to the foundation board of directors prior to filing, and will be reviewed by the foundation board before filing if time permits, or after filing if necessary. The audit committee of the celcc is authorized by the foundation 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 makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”