Presbyterian Retirement Communities Northwest Foundation

“All management functions are provided by employees of presbyterian retirement communities northwest.”

“The bylaws were amended in january 2017, including the following significant changes: 1. Add "transforming age foundation" as a dba name; 2. Add the foundation's executive director to the list of officers; 3. Remove the position of vice president from the list of officers, with the vice president's duties and responsibilities now held by the executive director; and 4. Rather than being appointed by the foundation's board of directors, board's chair and vice-chair are now appointed by the member. The bylaws were also amended in july 2017, including the following significant changes: 1. Change the power to set the number of board members from the member to the foundation's board of directors; 2. Change the power to elect board members from the member to the foundation's board of directors, although the member retains the power to remove and replace any board members; 3. Give the power to remove and replace board members to the foundation's board of directors, although, as previously stated, the member also separately retains this power; 4. Rather than being appointed by the member, the president, secretary and treasurer of the foundation are now required to be the president, secretary and treasurer, respectively, of the member; 5. Rather than being appointed by the member's board of directors, the executive director is now appointed by the president; and 6. Change the power to elect the remaining officers from the member to the foundation's board of directors.”

“Presbyterian retirement communities northwest (dba: transforming age) is the sole member of the foundation.”

“If not already serving on the foundation's board, the chair and the vice-chair of the member's board of directors are ex-officio voting members of the foundation's board. The secretary and treasurer of the member's board of directors are also the secretary and treasurer, respectively, of the foundation. The member has the power to remove and replace any members of the foundation's board of directors.”

“The sole member has the right to (a) remove and replace members of the foundation's board of directors; (b) amend the foundation's articles and/or bylaws; (c) adopt a plan of merger or consolidation with another corporation; (d) authorize the sale, lease or exchange of all or substantially all of the foundation's property and assets if not in the ordinary course of business; (e) authorize the foundation's voluntary dissolution or revoke proceedings therefore; and (f) adopt a plan for distribution of the foundation's assets.”

“The foundation provided its board with copies of the form 990 to review before filing.”

“The conflict of interest policy applies to all members of the board of directors and employees. Annually, the conflict of interest form is distributed to the board of directors and officers. The president & ceo reviews the completed forms and identifies if any conflicts exist. Any actual or perceived conflict of interest of any governing board member or officer shall be disclosed to the other members of the board or highest level of management (president & ceo) and made a matter of record at the soonest possible time. Any governing board member having a possible conflict of interest shall not vote or use personal influence on the matter, and shall not be counted in determining the quorum for the meeting, even where permitted by law. The minutes of the meeting shall reflect that disclosure was made, the abstention from voting, and the quorum.”

“All employee compensation is reviewed by the board of, presbyterian retirement communities northwest (dba: transforming age), the member.”

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