West Valley Nursing Homes Inc.

“Humangood norcal, a related 501(c)(3) organization, provides management services to west valley nursing homes, inc.”

“As part of its affiliation with humangood during 2022, the articles and bylaws of west valley nursing homes, inc. Were amended to reflect its new member, humangood cornerstone, and the powers and authority granted to the member.”

“Humangood cornerstone, a california nonprofit public benefit corporation exempt under irc section 501(c )(3), is the sole member of west valley nursing homes, inc. Humangood, a california nonprofit public benefit corporation exempt under irc section 501(c )(3), is the sole member of humangood cornerstone.”

“The corporate member exercises its membership rights through its board governing body of directors.”

“The member, humangood cornerstone, shall have the right to vote, as set forth in these bylaws, on the election and removal of directors, the disposition of all or substantially all of the assets of the corporation, any merger and its principal terms and any amendment of those terms, and any election to dissolve the corporation. In addition, the member shall have all rights afforded members under the washington nonprofit corporation act.”

“The form 990 is reviewed by the cfo and furnished to the board of directors for review prior to filing with the irs.”

“Every year, the organization's directors and officers are asked to complete a conflict of interest disclosure along with a statement of commitment. In connection with any actual or possible conflict of interest, directors and officers must disclose the existence of the financial interest and all material facts related thereto to the directors and members of committees. A vote is taken outside the presence of the individual in question to determine if an actual conflict exists.if the board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the response of the member, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“Compensation of the president, coo and cfo of humangood is reviewed annually for market competitiveness by a compensation committee of the humangood board. Compensation of other officers and key employees is reviewed by the ceo with disclosure to the compensation committee. The humangood board members and president are independent with respect to the individuals whose compensation is being reviewed, the humangood board and president rely upon wage and salary studies and/or regular review by a compensation consultant to provide comparable salary data for their consideration. Decisions regarding compensation are documented on a contemporaneous basis.”

“The governing documents and financial statements are available for inspection upon request. Financial and other data is available on the organization's website, humangood.org.”

“Certain board members received a stipend for 2022 for their board and committee work related to humangood. No compensation is paid to any board members for their role on the west valley nursing homes, inc. Board. Board stipends: commencing two years after the may 1, 2016 affiliation of humangood norcal and humangood socal, the seven-member humangood board began receiving stipends for their service to the top governing organization, humangood. An evaluation was performed of similarly complex non-profit organizations to determine the reasonableness of the stipend amount for the hours committed to governance. No remuneration is attributable to service by these seven board members on boards of other humangood affiliates. The remuneration is taxable to each of the members and reported annually on form 1099 in addition to disclosure in the form 990. Based on receiving this remuneration and the advice of tax consultants, these board members are not reflected as being independent directors.”