Whitemarsh Continuing Care Retirement Community

“An executive committee and/or any other standing or temporary committee, consisting of two (2) of more directors, may be appointed by the board of trustees from time to time on the recommendation of the board chair, who will designate the chair of each committee. Committees may include members who are not directors, however, such non-directors members will be non-voting. Each such committee shall have and exercise such authority of the board of directors on behalf of the corporation in the management of the business and affairs of the corporation as the board may specify in the resolution establishing such committee or as the board by resolution may subsequently determine, which may include any action which the pennsylvania nonprofit corporation law of 1988 provides shall or may be taken by the board of directors. The provisions of these by-laws shall apply in their entirety to each committee. Any action taken by any committee shall be subject to alteration or revocation by the board of directors; provided, however, that third parties shall not be prejudiced by such alteration or revocation. A quorum for each such committee shall consist of a majority of the members of such committee, and all votes shall be by majority vote of the members present.”

“The 990 is reviewed with the board's audit committee at one of their regular quarterly meetings and then distributed to the whole board for their review prior to filing with the irs”

“Conflict of interest statements are completed annually by each board member and submitted to the governance committee of the board for their review. Based on their review, the governance committee determines whether a potenital or actual conflict of interest exists and submits the matter to the full board for their consideration. The full board then decides what action should be taken in response to the conflict which may include the resignation from the board of the member with a conflict.”

“The compensation of the ceo is determined by the executive committee of the board based on a review of the ceo's performance relative to the orgnanization's goals, a review of the compensation of ceo's from comparable nonprofit organizations from their form 990 and a review of relvant compensation survey information and with the advice of counsel. The compensation of other officers and key employees is determined by the ceo based on a review of the key employees performance relative to the orgnanization's goals, a review of compensation at comparable nonprofit organizations from their form 990, a review of relevant salary surveys and with the advice of the executive committee. In addition, the board retained an independent compensation consultant. Compensation reviews for the officers key employees last occurred in 2016.”

“The organization's financial statements are posted to a financial disclosure web site, included with the publicly available disclosure statement of the community and distributed upon request to all residents of the community.”