Argentum

“the executive committee shall be composed of the chairperson, the vice chairperson(s), the secretary, the treasurer (or Secretary/Treasurer), and the immediate past chairperson (who shall serve as a non-voting member), the chairperson of the public policy committee and the president/ceo (who shall serve as a non-voting member). Except as provided by law, the executive committee shall have and may exercise such powers as may be delegated to it by the board of directors. A majority of the voting members of the executive committee is authorized to act in all respects of the Board of Directors between Board meeetings, and to take all actions that the Board of Directors could lawfully take. All actions taken by the executive committee shall be promptly reported to the board of directors at or before their next board meeting.”

“The ceo and director of finance review the 990 prior to its being filed.”

“It is the policy of ALFA to assure that conflicts of interest or potential conflicts of interest involving directors and officers of ALFA are fully disclosed if the occasion should arise. Each director and each officer must promptly report to the Board Chair and the President/CEO any situation which might create a conflict of interest. In addition, each director must execute a Conflict of Interest Disclosure Statement at least annually. Procedures: ---------- 1. The material facts of any matter which may result in a conflict of interest or possible conflict of interest on the part of a director or officer must be disclosed by the director or officer to the Board Chair and the President/CEO of ALFA, either through the annual Disclosure Statement or when the interest becomes a matter of Board Action. 2. The Board of Directors shall carefully scrutinize and in good faith approve or disapprove any transaction in which ALFA is a party and in which one or more of ALFA's directors or officers has a material financial interest. Any individual having a conflict of interest or possible conflict of interest on any matter should not vote nor use personal influence on the matter. The minutes of the meeting should reflect that a disclosure was made and that the director abstained from voting. The Board of Directors must approve the transaction by a majority vote, without counting the vote of any director who has an interest in the transaction. 3. The foregoing requirement should not be construed as to prevent an individual from briefly stating his or her position in the matter, nor from answering pertinent questions from Board members, as his or her knowledge may be of great importance. 4. ALFA shall not engage in any transaction with another entity which has one or more directors or officers in common with ALFA, unless after the common director or officer discloses the material facts of the transactions and the details of his or her affiliation with the other entity. ALFA's Board of Directors approves the transaction in good faith by a majority vote without counting the vote of the common director{s). 5. ALFA shall make no loans of money or property to a director or officer, nor shall ALFA guarantee any obligation of a director or officer, except as otherwise expressly permitted by the Virginia Nonstock Corporation Act. 6. If there is a difference of opinion between the Board Chair, President/CEO and a director or officer as to whether the facts of a given circumstance constitute a potential conflict of interest within the meaning of this policy statement, the matter shall be submitted to the Executive Committee of the Board of Directors, who shall make a final determination whether a potential conflict of interest situation exists or not. 7. Annually the President/CEO and Board Chair shall send to all members of the Board of Directors and to all officers of ALFA a copy of this Policy and a Conflict of Interest Disclosure Statement to be completed and returned. 8. The President/CEO and Board Chair of ALFA, or his or her designee, shall review each completed Disclosure Statement; shall make such further investigation of possible conflicts of interest as he or she may deem appropriate; and shall determine whether the information presented on the Disclosure Statement constitutes a conflict of interest. The President/CEO or Board Chair, or his or her designee shall then make an appropriate report to the Board of Directors concerning such review and investigation. 9. Any party who has filed a Disclosure Statement and who disagrees with the determination of the President/CEO and Board Chair, or his or her designee, that the matters contained therein do constitute a conflict of interest, and who desires further review of the matter may request that the matter be submitted by the Board Chair to the Executive Committee for further review and final determination. The Board Chair shall submit the matter to the Executive Committee accordingly. ALFA ex”

“The board adopts an annual program plan and budget each year, which includes measurable goals for the ceo. At year end, the executive committee meets to review the attained goals and determine the ceo's compensation. Along with the year end review, the committee also does a compensation comparison every few years using such resources as the asae compensation study for other ceo's in associations of comparable size and location. No board member receives compensation, and the ceo determines all staff compensation using the comparative study compiled by asae and the employee's year end review. The last review of ceo compensation was completed in 2010.”

“The organization does not make its governing documents, conflict of interest policy and financial statements available to the public.”

“No hours are allocated for any member of the board of directors towards (1)"international assisted living foundation", as the related organization is inactive and (2) "alfa political action committee", as time spent by any member of the board is miniscule in nature.”

“State affiliates and chapters ----------------------------- alfa staff continue to work with the existing 33 state alfa affiliates to strengthen their ability to meet our members' needs. In addition, alfa's goal is to develop chapters in states that have weak affiliates or no affiliate presence. Currently, alfa's chapter efforts operate in florida, iowa, new york, south carolina, tennessee, and texas. Operational excellence ---------------------- this is a broad term that reflects alfa's initiatives to address issues that "keep our members up at night". The initiatives included the conference, tool kits and executive roundtables.”

“$(44,021) deferred compensation unrealized gains and costs.”