Kahala Senior Living Community Inc

“Kahala senior living community has an executive committee comprised of the officers of the board of directors and three other voting board members. The executive committee has and exercises the authority of the board of directors in the management of the organization; provided, however, that it does not have the authority to (a) amend, alter or repeal the bylaws; (b) elect, appoint or remove any member of the executive committee or any director or officer of the organization; (c) amend or restate the articles of incorporation; (d) adopt a plan of merger; (e) adopt a plan of consolidation with another organization; (f) authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the organization; (g) authorize the voluntary dissolution of the organization or any petition to or application for relief from any bankruptcy court, or revoke proceedings therefor; (h) adopt a plan for the distribution of the assets of the organization; (i) or amend, alter or repeal any resolution of the board of directors which by its terms provides that it shall not be amended, altered or repealed by such committee.”

“Most employee services, including management services, are provided by kahala nui senior living, a related organization.”

“The organization's sole member is kahala nui senior living.”

“All board members are elected by kahala nui senior living, the sole member.”

“The sole member, kahala nui senior living, has the power to amend the organization's articles or bylaws.”

“The form 990 was reviewed by the cfo and ceo prior to board review. Upon their approval, the form was submitted to the audit committee of the board of directors. After the audit committee's review, the form 990 was reviewed by the board of directors with a recommendation from the audit committee to approve the form 990. If the board of directors had any comments, questions, or suggestions, these were considered prior to filing. After all issues were addressed, the draft was finalized and filed by the organization's accountants.”

“By signing an annual conflict of interest statement, all officers, directors, or trustees and key employees are required to disclose whether they have conflicts of interest in regards to the organization. No member of the board of directors shall participate in any discussion or vote on any matter in which he or she or a member of his or her immdiate family has a potential conflict of interest due to having material economic involvement regarding the matter being discussed. When such a situation presents itself, the director must announce his or her potential conflict, disqualify himself or herself, and be excused from the meeting until discussion is over on the matter involved.”

“In the organization's determination of the ceo/president's compensation, its executive committee reviewed the qualifications of the ceo/president using industry-related information gathered by an independent third-party executive compensation consultant and internal salaries management personnel. In 2022, the process included comparability data, review and approval by independent persons, and contemporaneous substantiation. The compensation of other officers is reviewed and approved by the president/ceo, using industry-related information provided by an independent third-party executive compensation consultant. In 2022, the process included comparability data and contemporaneous substantiation.”

“The conflict of interest policy and financial statements are made availale to the public through posting on the electronic municipal market access (emma) website.”

“The process for oversight and selection of the independent accountant has not changed from the prior year.”