Westminster Gardens

“As the sole member of westminster gardens, humangood cornerstone (fka cornerstone affiliates) 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, encumberance or mortgage of any real property, and of any personal property witha value in excess of $1,000,000; e) appointment of the independent auditor.”

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

“Every year, humangood socal (fka southern california presbyterian homes dba: be.group) 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 conflifct 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 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 humangood socal (fka southern california presbyterian homes dba: be.group) 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. Financial and other data are available on the organization's website, www.humangood.org, as well as on the website of the municipal securities rulemaking board organization (msrb), and electronic municipal market access, emma.msrb.org.”

“Certain board members received a stipend for 2018 for their board and committee work related to humangood. No compensation is paid to any board members for their role on the westminster gardens 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 general and meeting specific 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 of 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. Incentive compensation: executive directors, regional managers and senior management are eligible for incentive compensation. In advance of the calendar year to which incentive compensation applies, goals are set for each individual that align with the strategic and operational objectives of the organization. The goals of the ceo and executive team are reviewed by the board compensation committee. Before any payment is earned, the incentive pool must be funded, and is subject to a cap, from exceeding budgeted net cash production arising from the sum of operational performance and net turnover entrance fees. The attainment of each incentive goal is assessed by each team member's supervisor and ultimately reviewed by the ceo prior to award. If the incentive pool is partially funded, the partial percentage is applied to the potential award for each member's attained goals.”

“The filing entity is an affiliate in a group of which humangood socal fka southern california presbyterian homes is considered a common pay agent for form 1096 reporting. Humangood socal reports all form 1096 under its (ein: 95-1894293). The redwood senior homes & services corporation does not, however, report these individuals on a separate form 1096 under its own ein.”

“Change in interest swap interest agreement 9,787.”