Eaton Senior Communities Inc

“Eaton Senior Communities, Inc. may designate an Executive Committee consisting of any number of the Directors of the Corporation. The committee shall have the authority to act on behalf of the board between meetings of the full board.”

“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 Articles of Incorporation were amended in 2023 to change the dissolution clause to add Eaton Senior Communities Foundation to the named organizations receiving assets at dissolution. The following information pertaining to a conflicting interest transaction was removed: 1. As used in this section, "conflicting interest transaction" means: A contract, transaction, or other financial relationship between a nonprofit corporation and a director of the nonprofit corporation, or between the nonprofit corporation and a party related to a director, or between the nonprofit corporation and an entity in which a director of the nonprofit corporation is a director or officer or has a financial interest. 2. No loans shall be made by a corporation to its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof. 3. No conflicting interest transaction shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding by a member 5 Formatted: Normal or by or in the right of the nonprofit corporation, solely because the conflicting interest transaction involves a director of the nonprofit corporation or a party related to a director or an entity in which a director of the nonprofit corporation is a director or officer or has a financial interest or solely because the director is present at or participates in the meeting of the nonprofit corporation's board of directors or of the committee of the board of directors that authorizes, approves, or ratifies the conflicting interest transaction or solely because the director's vote is counted for such purpose if: (a) The material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the board of directors or the committee, and the board of directors or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or (b) The material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the members entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the members entitled to vote thereon; or (c) The conflicting interest transaction is fair as to the nonprofit corporation. 4. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes, approves, or ratifies the conflicting interest transaction. 5. For purposes of this section, a "party related to a director" shall mean a spouse, a descendent, an ancestor, a sibling, the spouse or descendent of a sibling, an estate or trust in which the director or a party related to a director has a beneficial interest, or an entity in which a party related to a director is a director, officer, or has a financial interest. 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 members of Eaton Senior Communities, Inc. consists of The Residences at Eaton Senior Communities and Roger Williams Manor II, Inc.”

“A minimum of two directors shall be designated by the Board of directors of each of the following: The Residences at Eaton Senior Communities and Roger Williams Manor II, Inc.”

“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 key employee compensation was within acceptable ranges for comparable positions in similar entities.”

“Governing documents, conflict of interest policy, financial statements and tax returns are available upon reasonable request. The tax return - form 990 - is available at guidestar.org.”

“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.”