Broadway Services Inc.

“During the 2019 tax year, bsi made several changes to its articles of incorporation and its by-laws. The articles of incorporation were updated to more clearly identify that there is a sole member of the organization, lambeth house, inc. The independent director section of the by-laws was updated with a requirement that at least two of the directors appointed to the board are not employees of bsi. The board quoroum requirements were chaged to require the presence of at least one independent director at a board meeting. The board committees section was updated to state that at least one employee director must participate on all committees of the organization other than the compensation committee. The officer compensation section added clarification that the chair, vice chair, secretary and treasurer positions of the board do not receive salaries. Finally, the conflict of interest section was updated to include more restrictive conflict of interest policies that will prohibit bsi from conducting business with board members or officers.”

“Lambeth house, inc. ("lhi"), a louisiana non-profit corporation that is also exempt from federal income taxation pursuant to 501(c)(3) of the internal revenue code, is the sole member of broadway services, inc. ("bsi"). Lhi owns certain real property and improvements located at 150 broadway avenue, new orleans, louisiana that are used to operate a continuing care and retirement community. Furthermore, lhi and bsi are parties to a certain management and operating agreement pursuant to which bsi has agreed to assume substantially all responsibility for managing and operating lhi's continuing care retirement community, including the provision of certain healthcare and other services to residents, in exchange for a monthly management fee. Please refer to the form 990 separately filed by lhi for a detailed description of lhi's governance structure, operations, and policies and procedures.”

“In its capacity as the sole member of bsi, lhi maintains the power and authority to appoint members of bsi's governing board.”

“After the completed 990 is received by the organization, it is reviewed by the entire board and any questions or comments are directed to the organization's cpa. Upon approval, the form 990 is released for submission to the internal revenue service.”

“A disclosure statement is submitted annually by all executive level employees and all members of the board of directors to disclose any situations that may give rise to a conflict of interest. The board of directors shall take such actions as may be reasonably necessary to protect the best interests of the organization.”

“The board of directors of bsi determines the compensation of the organization's officers and key employees on an annual basis by reviewing forms 990 and other comparability data from other similarly situated, non-profit organizations. Any individual whose compensation is being considered by the board of directors (including individuals who serve on the board of directors) are not present during the discussion and approval of their compensation. The proposed compensation is then approved by the disinterested members of bsi's board of directors and memorialized in the organization's minutes of director meetings. Bsi also has a written employment contract with its ceo/executive director, which has remained in effect since 2003. The bsi budget, in summary form, is presented to the lhi board at the time the lhi budget is reviewed.”

“The organization's governing documents, conflict of interest policy, and financial statements are available upon request.”

“2 members of bsi's board are independent, while 3 of the board members are non independent due to being compensated as employees of bsi. Bsi's voting board is elected by lhi, its sole member. Lhi's voting board consist of 18 members who are all independent, and who do not include the 3 compensated board members or 2 independent members on bsi's board.”

“The lhi finance committee is responsible for the oversight of the audit.”

“Lambeth house, inc., a non-for-profit organization, is the sole member of broadway services, inc. Lambeth house, inc. By virtue of its membership status, appointed the board of directors for broadway services, inc., none of whom serve on the board for lambeth house, inc. The appointed board members are employees of broadway services, inc., and are, therefore, not independent, with the exception of two indepedent board members, appointed by lambeth house, inc.”