Naval Continuing Care Retirement Foundation Inc.

“The by-laws were amended to include the following language: article vii - conflict of interest section 7.1 - disclosure of interests. Any director, officer, employee, or committee member or spouse/immediate family member there of having a financial or other personal interest, including a conflicting fiduciary interest (due to status as an officer or director of another organization), in a transaction, contract or other matter presented to the board of directors or a committee thereof for authorization, approval, or ratification shall provide prompt, full, and frank disclosure of such interest to the board or committee prior to its acting on such contract or transaction. Section 7.2 - evaluation of conflict of interest matters. The body to which such disclosure is made (i.e., the board or applicable committee) shall determine, by a majority vote, whether a conflict of interest (due to a personal financial or other interest, including any conflicting fiduciary interest) exists or can reasonably be construed to exist, which would reasonably be expected by an objective third party to affect the director's ability to make an unbiased decision in the best interest of the corporation. Section 7.3 - appropriate action when a conflict of interest is determined to be present. If a conflict of interest is deemed to exist, such person shall not vote on, or use his or her personal influence on, or be present for, or 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 under discussion is being voted upon. Section 7.4 - record in minutes. The minutes of the meeting shall reflect the disclosure made of any conflict or potential conflict of interest, the vote thereon, and, where applicable, the abstention from voting, presence, and participation, and whether a quorum is present. Section 7.5 - conflict of interest and other policies. The corporation shall also adopt policies from time to time regarding conflicts of interest, including requirements regarding disclosure of such interests. Article viii - emergency governance provisions section 8.1 - definitions. 1. A "major emergency" means a major national or local emergency caused by a natural disaster, terrorist, or other significant event resulting in serious disruption in normal life over multiple days or an extended period of time; including but not limited to the declaration of a civil defense emergency by the u.s. President or concurrent resolution of the u.s. Congress, or a proclamation of a civil defense emergency by the governor of the state of florida that relates to an attack on the united states or any of its possessions. 2. "necessary emergency action" means action that is deemed by the board of directors, during a state of emergency, to be necessary to be taken by such body immediately, under circumstances in which it is not reasonable to wait until normal conditions have returned. All necessary emergency actions taken by the board of directors pursuant to this article viii shall be deemed duly authorized and approved. 3. "state of emergency" means the period of time during which major emergency conditions exist in the coastal cities of duval, st. Johns, and nassau county areas. Section 8.2 - emergency quorum, notice, and meeting provisions. If as a result of a major emergency, a sufficient number of persons then constituting the board of directors is not available or cannot be located in order to satisfy the quorum requirements otherwise set forth in these bylaws, then the number of the available members of the board shall be deemed a quorum for purposes of a meeting and for due authorization of any necessary emergency action. The available members of the board of directors shall determine reasonable notice for a meeting pursuant to this section. Section”

“The form 990 is reviewed by the finance committee for approval prior to being filed with the internal revenue service.”

“The organization's executive committee monitors and enforces compliance with the conflict of interest policy annually. The committee reviews actual conflicts that are identified by the annual disclosure process and prohibits officers and directors from voting on matters where actual conflicts of interest exist.”

“A) the compensation committee recommends to the board the compensation and benefits of the chief executive officer. The committee is independent with respect to the compensation arrangement being considered. The committee utilizes comparability surveys provided by leading age and also utilizes data from similar organizations' form 990's. The review and approval process is documented in committee meeting minutes. B) key employee compensation is determined annually by the ceo using comparative compensation data obtained via the hospital and healthcare compensation service ccrc salary and benefits report. The board's compensation committee periodically reviews the compensation levels for key employees.”

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

“Change in value of gift annuities -19,883.”

“Oversight of audit and selection of independent accountant: the finance committee is responsible for the selection, monitoring and evaluation of an independent audit firm and oversight of the audit of its financial statements. There was no change in this process from the prior year.”