Asbury Living Inc

“The corporation may have an executive committee as set forth herein. The chair of the board of directors shall serve as chair of the executive committee and may appoint two (2) additional directors to serve on the executive committee. The executive committee may act in place of the board when there is business of the corporation to be transacted between regular meetings and convening a special meeting was deemed by the chair to not be necessary or possible. The full board will be notified within fifteen (15) days of any actions of the executive committee. The executive committee will have no power to take action that is restricted by applicable law.”

“Asbury communities, inc., a non-profit, non-stock maryland corporation, federally tax-exempt under irc section 501(c)(3) and a supporting organization under irc section 509(a)(3), is the sole member (member) of the corporation and shall serve as the supporting organization of the corporation.”

“Asbury communities, inc is the sole member of asbury living and elects the governing body.”

“Asbury communities, inc. Shall have the following reserved powers with respect to asbury living, subject to other applicable provisions of these bylaws: 1. Removal of any member(s) of the corporation board of directors, with or without cause; and 2. Filling of vacancies on the corporation board of directors; and 3. Approval of all management services relationships and authority to ratify any and all management services agreements entered into by the corporation; and 4. Approval of any merger, closure, sale, lease or exchange of substantially all of the assets of the corporation, or the creation of a subsidiary joint venture, company or other entity by the corporation; and 5. Approval of the mission and vision statements of the corporation; and 6. Authority to cause and approve all amendments to the articles of incorporation or bylaws of the corporation; and 7. Approval of the budget of the corporation, both operating and capital. The corporation shall not make or commit to make an operating or capital expenditure which materially deviates from the annual capital or operating budget approved by the member, or change a component of the budgets, such as resident rates, without the prior approval of the member. From time to time the member shall establish standards as to what constitutes a material deviation from an operating or capital budget; and 8. Authority and responsibility to approve any proposed project for the development of a new product and/or facility by the corporation; and 9. Authority to approve each incurrence of indebtedness of the corporation with a repayment term that is in excess of five (5) years and is secured by the assets of the corporation, except for non-recourse debt which is secured by one or more pieces of equipment that is the subject of the non-recourse debt; and 10. Authority to appoint the auditor, insurance broker, investment advisor, and determine the fiscal year of the corporation. Additionally, the member may create additional or eliminate reserved powers by majority vote of the member's board of directors.”

“Asbury communities, inc., the sole member of asbury living, inc., delegates review of the form 990 to its audit, finance, and investment committee (afic) which performed its review on 10/29/25. Additionally, the asbury communities, inc. And asbury living, inc. Board of directors were forwarded a copy of the draft 990 for review and were provided a link to a recording of the afic meeting if members chose to listen to the meetings as they reviewed any of the form 990s. All directors may pose questions or ask for clarification from staff and the afic.”

“The asbury communities conflict of interest policy was approved by the board of directors. The compliance officer is responsible for the policy and oversees the implementation of the process. All the entities within the asbury communities system are subject to the policy. Annually, the compliance officer conducts a comprehensive conflict disclosure process covering all members of the governing boards, system-wide committees, and individuals in key management positions. Each person completes a conflict of interest disclosure form and is advised of their fiduciary obligations. The compliance officer, who has a direct reporting line to the chair of the governance and nominations committee and reports quarterly to the governance and nominations committee, analyzes all disclosure forms for potential conflicts, and prepares a report for the system-wide governance and nominations committee. A report was made to the board that there were no conflicts during 2024. When an actual or potential conflict of interest arises involving a board or committee member, the governance and nominations committee is informed and will follow specific protocol outlined in the conflict of interest policies and procedures.”

“The following process is used by asbury communities, inc. A related organization: on an annual basis, the compensation committee relies on staff feedback and the data and recommendations provided by an external compensation consultant to ascertain the reasonableness of compensation and benefits of all of the direct reports of the ceo and other potentially disqualified persons. In addition, the compensation committee reviews the organization's progress towards key performance indicators selected for incentivizing performance of disqualified persons through a performance based-compensation program. Quarterly, the compensation committee reviews updates to the overall benefits and compensation plan for the organization as well as progress on the organization's employer of choice strategic goals. Also on an annual basis, the compensation committee specifically reviews the compensation and benefits of the ceo using the data gathered by the compensation consultant at the direction of the committee and provides input to the full board of directors in order to support their decision making process regarding the ceo's compensation. The compensation committee charter, the executive compensation philosophy, and the executive incentive plan were reviewed most recently in 2024.”

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

“I. Organization overview asbury living, inc. Is a 501(c)(3) not-for-profit pennsylvania corporation, is the owner and operator of the following senior living communities: -asbury ivy gables (wilmington, de) -asbury grace park (stroudsburg, pa) these communities offer independent living, assisted living, and memory care in settings that prioritize wellness, connection, and purposeful living. Asbury communities, inc., a not-for-profit maryland corporation, is the sole member and supporting organization of asbury living. Asbury communities provides systemwide administrative, operational, and strategic support for a network of not-for-profit senior living and health service providers. The asbury system originated with asbury methodist village in 1926, founded as the methodist home for orphans and the aged. While no longer formally affiliated with the united methodist church, asbury continues to uphold the ethical and spiritual principles of its founding. The mission and values of the organization are expressed through its guiding principle: "doing all the good we can with integrity, transparency, and grace." we accomplish this in three primary ways: -delivering high-quality residential and supportive care aligned with not-for-profit values -investing in facilities, technology, and programs to enhance resident experience and safety -engaging with the local community through outreach, partnerships, and service (see section a: community benefit) ii. Program services provided section a. Community benefit asbury living is committed to making a meaningful impact in the local regions where ivy gables and grace park are located. As part of asbury's broader commitment to service, both communities contribute to local well-being through: -partnerships with civic groups, healthcare organizations, and faith-based entities -community outreach initiatives including volunteer service, food drives, and awareness events -donating meeting space and participating in educational or support programs for caregivers and seniors -supporting initiatives aimed at reaching isolated or underserved older adults through collaborations and referral partnerships iii. Summary statement asbury living, through ivy gables and grace park, upholds the values of the asbury system by providing person-centered care and contributing to the broader community. Through continued investment in people, programs, and partnerships, the division supports asbury's mission of doing all the good we can for those we serve.”