The Residences at Eaton

“The Board of Directors may designate an Executive Committee consisting of any number of Directors of the Corporation to constitute and Executive Committee. The Executive Committee has the power to operate on behalf of the Board of Directors between regular board meetings.”

“Diana Delgado and Tracy Swen have a busines relationship with each other and with Dan Kullas, Jennifer Vagher, Richard Wyse, Sandy Bowlin, Ben Bryan, Martin Herz, Joey Kellum, Martina Kubar, Michael Gilbert, and Jessica Nichols.”

“The organization is related through a common mission, common board members, and common members of management with Eaton Senior Communities (ESC). ESC provided management services to the organization. Management fees paid to ESC totaled $443,899 for fiscal 2024. ESC also acts as common paymaster for the residences at Eaton Senior Communities and other related entities. All the organization employees, including the President, are paid through ESC. ESC then charges the organization for its respective labor costs. These labor costs and related overhead are included on the statement of functional expenses (page #10 of the 990).”

“The Articles of Incorporation were amended in 2023 to include the following significant changes: The purpose was expanded to include religious and educational purpose within the meaning of 501(c)(3) of the Internal Revenue Code. The minimum number of Directors required was reduced from 12 to 8. The details on the conflict of interest were updated to include that Directors with conflicts may not vote on proposals in which they have a conflict. The dissolution clause removed Roger Williams Manor II as a recipient organization in the event of dissolution. The Bylaws were amended in 2023 to allow for the addition of a Vice-President position which if elected by the Board would serve as the President/CEO in the event of the death, resignation, removal, absence, or inability to act of the President/CEO; and other duties as assigned by the President/CEO.”

“The Form 990 is reviewed by the finance committee in detail and is available to the full board for review and comment prior to filing.”

“Annually the Board of Directors are required to submit a conflict-of-interest disclosure statement. Transactions disclosed by Directors with a conflict of interest are reviewed by the remaining Directors as they arise. Directors with conflicts shall recuse themselves from board meeting discussion and voting on matters in which they have a conflict of interest.”

“The board analyzed the salaries of comparable organizations and determined that executive compensation was well within the acceptable range for comparable positions in similar organizations. Consistent with the methodology used for the organization's top official, the board analyzed salaries for comparable organizations and determined that officers compensation was within acceptable ranges for comparable positions in similar entities.”

“The governing documents, conflict of interest policy, financial statements and tax return are available upon request.”

“The process has not changed from the prior year.”