Westminster Gardens

“In july 2015, the scph board of directors announced plans to affiliate with american baptist homes of the west (abhow), a nonprofit senior living provider. On may 1, 2016 in conjunction with the approval by state regulators of scph and abhow affiliation, california life plan communities ("parent organization or clpc), a california nonprofit public benefit corporation exempt under irc 501(c)(3), became the sole member of scph. On 02/25/2017, clpc amended its articles of incorporation to change its name to humangood and accordingly, scph amended its bylaws to report the name change. The scph board of directors is elected by humangood, scph's sole corporate member. The nine members of the scph board of directors consist of the seven humangood board members, one board member selected by the residents, and one board member nominated by the scph board. Humangood maintains approval rights over scph for 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 amendments of those terms, and any election to dissolve the corporation. In addition, humangood has all rights afforded memebers under the california nonprofit public benefit corporation law. This 990 is reviewed by the cfo and the audit committee and furnished to the board of directors prior to filing.”

“As the sole member of southern california presbyterian homes, clpc exercises its discretion and control through the appointment of the board of directors.”

“The following transactions require approval by the members: a) merger, consolidation or dissolution of the corporation; b) amendment, repeal, or restatement of the articles of incorporation or bylaws; c) aggregate borrowing for any purpose in excess of $1,000,000; d) purchase, sale, lease, disposition, hypothecation, exchange, gift, pledge, encumbrance or mortgage of any real property, and of any personal property with a value in excess of $1,000,000; e) appointment of the independent auditor.”

“This 990 is reviewed by the cfo and the audit committee and furnished to the board of directors prior to filing.”

“Every year, southern california presbyterian homes (scph) 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 be given the opportunity to disclose all material facts to the directors and members of committees. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. 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 and making such further investigation as may be warranted in the circumstances, 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 and chief financial officer of southern california presbyterian homes is reviewed annually for market competitiveness and intermediate sanctions compliance 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 ceo are independent with respect to the individuals whose compensation is being reviewed. The 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.”

“The number of hours for ceo and cfo represent time spent on this organization and all related organizations.”

“Released from restriction - purchase of equipment/facilities 15,134. Current year transfer on net assets”

“Scph's board of directors has delegated an audit committee to the oversight and review of the audited financial statements and make recommendations to all the voting members of the board. During fiscal year 2016, there were no changes by the audit committee in their process of reviewing the audited financial statements or their selection of the independent auditors.”