Cedar Lane Senior Living Community III Inc

“The membership consists of all residents and staff of cedar lane senior living community iii, inc., and persons interested in the corporation's purpose provided they reside in st. Mary's, charles or calvert county, maryland.”

“Members elect the organization's governing board at the annual meeting. Each member shall have the right to cast one vote for the election of directors.”

“In addition to the election of directors, the members also have the right to cast one vote each on all matters that may properly come before them at a membership meeting.”

“Each year, prior to the submission of the organization's form 990 to the internal revenue service, each voting member of the board of directors shall be provided with a copy of the final form 990 as completed by the certified public accountants. Board members shall be provided with at least five business days to review the form and should have an opportunity to raise questions, make suggestions, and address any potential problems or concerns with the chair and the director of finance & administration.”

“The conflict of interest policy applies to board members, staff, residents and certain volunteers of cedar lane. An interested party is under a continuing obligation to disclose any actual or potential conflict of interest as soon as it is known, or reasonably should be known. For board members, the disclosure statements shall be provided to the chair of the board, or in the case of the chair of the board's disclosure statement shall be provided to the secretary of the board. Copies shall be provided to the president. In the case of staff or volunteers with significant decision-making authority, the disclosure statements shall be provided to the president of the organization, or in the case of the president's disclosure statement shall be provided to the chair of the board. The secretary of the board of directors shall file copies of all disclosure statements with the official corporate records of the organization. Whenever there is reason to believe that an actual or potential conflict of interest exists between cedar lane and an interested party, the board of directors shall determine the appropriate organizational response. This shall include, but not necessarily be limited to, invoking the procedures described below, with respect to a specific proposed action or transaction. Where the actual or potential conflict involves an employee of the organization other than the president, the president shall, in the first instance, be responsible for reviewing the matter and may take appropriate action as necessary to protect the interests of the organization. The president shall report to the chair of the board the results of any review and the action taken. The chair of the board, in consultation with the executive committee, shall determine if any further board review or action is required. Where an actual or potential conflict exists between the interests of cedar lane and an interested party with respect to a specific proposed action or transaction, cedar lane shall refrain from the proposed action or transaction until such time as the proposed action or transaction has been approved by the disinterested members of the board of directors of the organization. The following procedures shall apply: an interested party who has an actual or potential conflict of interest with respect to a proposed action or transaction of the corporation shall not participate in anyway in, or be present during, the deliberations and decision making of the organization with respect to such action or transaction. The interested party may, upon request, be available to answer questions or provide material factual information about the proposed action or transaction. The disinterested members of the board of directors may approve the proposed action or transaction upon finding that it is in the best interests of the corporation. The board shall consider whether the terms of the proposed transaction are fair and reasonable to the organization and whether it would be possible, with reasonable effort, to find a more advantageous arrangement with a party or entity that is not an interested party. Approval by the disinterested members of the board of directors shall be by vote of a majority of directors in attendance at a meeting at which a quorum is present. An interested party shall not be counted for purposes of determining whether a quorum is present, or for purposes of determining what constitutes a majority vote of directors in attendance. The minutes of the meeting shall reflect that the conflict disclosure was made, the vote taken and, where applicable, the abstention from voting and participation by the interested party. And participation by the interested party.”

“To determine the compensation of the president & ceo and the director of finance & administration, the executive committee of the board of directors reviews compensation data for comparable positions/organizations from salary surveys and other sources, and makes a compensation recommendation to the full board for approval. The process was last conducted in 2021 and was documented in the minutes of the executive committee.”

“Governing documents, conflict of interest policy, and financial statements are made available upon request.”

“The filing organization serves as common paymaster to two related tax-exempt organizations, cedar lane senior living community i, inc. And cedar lane senior living community ii, inc. The number of employees reported represents the filing organization's allocable share.”

“The organization has a committee that assumes responsibility for oversight of the audit of its financial statements and selection of an independent accountant. The process has not changed from the prior year.”