Kendal Aging

“On april 20th, 2022 the kendal aging bylaws were amended. The following changes are considered significant for purposes of this disclosure: 1) previously, if the chair determined a board action should be reported to an external body, the secretary was required to record the number who voted for, against, and abstained from the vote related to the board action. This requirement has been removed. 2) the chief operating officer (coo) was added to the list of officers. The coo is appointed by the chief executive officer and has signature authority for the organization. 3) specific requirements of affiliate boards and operations were previously included in the bylaws, these specifics have been removed to be made a part of separate policies as needed. 4) not more than 33% of the voting board members can be 'interested persons' as defined in the bylaws. Previously it was 49%. There was no change to the definition of 'interested persons'.”

“The kendal corporation, a 501(c)(3) public charity, is considered the sole member based on the internal revenue service definition of member. Upon the organization's dissolution, the kendal corporation is entitled to receive a share of the profits, excess dues, or net assets.”

“The board of directors of the sole member shall serve as the board of directors of the filing organization. At all times, the majority of the kendal aging board shall be representative of the board of directors of the kendal corporation.”

“Any changes to the articles of incorporation and/or the bylaws shall be effective only with the approval of the sole member.”

“The form 990 is prepared by an independent accounting firm and then the cfo and senior vp of governance review the form 990. Upon completion of that initial review, the form 990 is sent to the board audit and compliance committee for review. The compensation and benefits committee and financial resources committee also review sections of the form 990 relevant to their areas of responsibilities, following which the full board reviews the form 990 prior to filing.”

“All board and committee members, as well as staff members complete an annual statement regarding each person's conformance with kendal's conflict of interest policy. A summary of the statement is reviewed by the audit and compliance committee and the full board, who then make the determination as to whether an actual conflict exists. If a conflict arose in between completion of the statements, the individual would inform the board chair or ceo. The policy states: "individuals having conflicts of interest shall disclose the conflicts; shall abstain from discussion of such matters relating to the conflict at board; committee, or staff meetings; and shall not use their personal influence in any decision regarding the matters relating to the conflict. The minutes of any such meeting shall reflect the disclosure that was made and the abstention from discussion."”

“The organization does not have any paid employees and as such form 990, part vi, section b, lines 15a and 15b are required to be answered no.”

“The governing documents, conflict of interest policy and financial statements are available to the public upon request.”