Twelve Oaks Foundation

“Management of twelve oaks senior living is conducted by episcopal communities and services, the sole member of twelve oaks. Ecs's management and employees are responsible for operating the residence. They interview, hire, train and supervise staff, market the facilities and services, and implement all of the necessary systems needed for operation of the property, including payroll, accounts payable, billing and accounting, food service management and physical plant maintenance.”

“The organization updated is articles of incorporation and bylaws in january 2021 to reflect the affiliation between twelve oak foundation ("tof") and episcopal communities and services ("ecs"). The bylaws were amended and restated in whole, but significant changes include the following: - ecs, a public charity under irc 501(c)(3), became the sole statutory member of twelve oaks foundation. The function of the member shall be to elect the board and to perform other duties as the board may from time to time assign or establish with the prior approval of the member. - upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to episcopal communities & services for seniors, a california nonprofit public benefit corporation and a 501(c)(3) corporation, provided that such organization is then an organization described in section 501(c)(3) of the code and, if it is not, to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under section 501(c)(3) of the code, such organizations to be selected by the board of directors of this corporation. - lay out the approvals required by the statutory member for actions of the twelve oaks foundation board - update the number of board members to be between 4 and 13 - election of board: directors shall be appointed by the member at the annual meeting of the member from the list of qualified candidates submitted by the member's joint boards' governance & compensation committee. Directors shall be divided into four (4) classes, each class having approximately one-fourth of the elected directors. The bylaws lay out the terms of the board members (4 year terms, with no more than 2 consecutive terms) - the structure and frequency of the board meetings has been updated to require an annual board meeting with regular meetings to be scheduled at a time and place as determined by the board. - officer positions have been updated to have a chairperson, vice chairperson and treasurer of the board, as well as the ceo and cfo.”

“Episcopal communities and services will operate as the sole statutory member of twelve oaks foundation”

“Episcopal communities and services will operate as the sole statutory member of twelve oaks foundation”

“The approval of the member shall be required on the following matters: (i) amendment or restatement of the articles of incorporation or these bylaws; (ii) purchase, sale, lease, disposition, hypothecation, exchange, gift, pledge or encumbrance of any interest in real or personal property in accordance with the established policies for such matters approved from time to time by the member; (iii) appointment of the chief executive officer of the corporation; (iv) approval of an indebtedness to be incurred by the corporation; "indebtedness" means (a)all indebtedness for borrowed money, (b) all obligations for the deferred purchase price of property or services (excluding trade payables arising in the ordinary course of business), (c) all obligations evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by the corporation (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of the corporation as lessee under leases that have been or should be, in accordance with generally accepted accounting principles, recorded as capitalized leases, or (f) all liabilities and obligations of others of the kind described in the preceding clauses that the corporation has guaranteed or provided credit support or that is otherwise its legal liability or that are secured by any assets or property of the corporation; (v) any change in the formal or informal expressions of the philosophy or purpose of the corporation; (vi) any change in the mission statement or long-range plan of the corporation; (vii) approval or adoption of new programs or projects of the corporation; (viii) merger, consolidation, reorganization or dissolution of the corporation; (ix) approval of the creation of a subsidiary organization or acquisition of a controlling interest in another entity; (x) disposition of all or substantially all assets of the corporation; (xi) approval of any management agreement for the management and administration of the corporation, and any changes to such management agreement; and (xi) appointment of an independent auditor and a corporate counsel. The member shall have the power to terminate the employment of the chief executive officer of the corporation and any other officers of the corporation, subject to article vi, section 4 of these bylaws. The member shall also have the power to remove the investment manager of the corporation.”

“The form 990 is prepared by an outside cpa firm and presented to the board of directors. The board of directors review the form 990 and approve the filing.”

“Each officer (ceo and vice presidents) and members of the board of directors complete a conflict of interest statement annually and submit it to the audit committee. The audit committee reviews conflict of interest statements provided by the officers and directors as the need arises but not less than annually.”

“Part vi, line 15(a) and 15(b) were answered no as there are no officers or key employees as defined in form 990 instructions that received compensation.”

“The organization makes its governing documents and conflict of interest policy available upon request.”

“There are no w-2s or 1099s reported due to the fact that the entity is filing a short-period return that does not include a calendar year-end.”

“Change in value for property marked to market 3,338,244.”