| Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder |
The organization has two categories of Corporate Members: Regular Corporate Members and Honorary Corporate Members.The Regular Corporate Members are comprised as follows:(i) The Chair of each Continuing Care Retirement Community Board of Directors(or Trustees)or Advisory Board either owned by American Baptist Homes of the West or of which American Baptist Homes of the West is the sole Corporate Member.(ii) The Chair of each Affordable Housing Community Board either owned byAmerican Baptist Homes of the West or of which American Baptist Homes of the West is the sole Corporate Member.(iii)Three (3) persons, who shall be members of an American Baptist Church locatedin the geographic area where this Corporation owns or is sole member of a continuing care retirement community or an affordable housing community. The length of each term shall be three (3) years, and the terms shall be staggered so that one expires each year. The persons selected shall serve for the entire term, provided they remain qualified.(iv) Sufficient At-Large Members to assure that a majority of Regular CorporateMembers are members of an American Baptist Church or an American Baptist Church congregation.Honorary Corporate Members include:A Regular Corporate Member or Director who has served for a minimum of three (3) terms or has served for a minimum of two (2) terms and has attained the age of seventy (70) years, or a retired officer of this Corporation, may be elected by the Corporate Members as an Honorary Corporate Member. This position shall be reserved for those Corporate Members, Directors or retired officers with a record of unusual and distinctive service. Honorary Corporate Members shall be entitled to receive notice of all meetings of the Corporate Members, to attend and speak at all such meetings and to receive minutes of all meetings of the Corporate Members. They shall not have the power to vote nor shall they be counted toward a quorum. |
| Form 990, Part VI, Line 7a: How Members or Shareholders Elect Governing Body |
The Board of Directors is comprised of fifteen (15) persons. They are:(i). Seven Directors shall be elected At-Large by the Regular Corporate Members.Three of the At-Large Directors shall be the same members who serve as Corporate Members of this Corporation.(ii). The remaining eight (8) Directors shall be appointed by Cornerstone.Notwithstanding the foregoing, these Directors shall be elected by the Regular Corporate Members (and will thereupon be considered additional At-Large Directors) if the Regular Corporate Members, by a vote of at least two-thirds (2/3s) of all of the Regular Corporate Members, determine that Cornerstone or this Corporation has persistently and intentionally acted in a manner contrary to the Mission Statement of this Corporation or that this Corporation has undertaken or proposed to undertake action for which an extraordinary majority vote is required under Article V, Section 6 without obtaining such vote.Such determination shall be made on the basis of a writing detailing with specificity the nature of the action(s) at issue. No vote with respect to such action(s) shall be taken without providing 30 days written notice of same to the Board of Directors of Cornerstone and providing the Board of Directors of Cornerstone an additional 30 days in which to meet with respect to the action(s) at issue and cure the matter same to the satisfaction of the Regular Corporate Members. |
| Form 990, Part VI, Line 7b: Describe Decisions of Governing Body Approval by Members or Shareholders |
The functions of the Corporate Members shall include:a. to elect the At-Large and Honorary Corporate Members and At-Large Directors;b. to review the Annual Report and other periodic reports and to adopt the Audit;c. to exercise any authority granted by the Articles of Incorporation of this Corporation, these Bylaws or the laws of the State of California. |
| Form 990, Part VI, Line 11b: Form 990 Review Process |
The Form 990 is reviewed by the CFO and the Audit Committee and furnished to the Board of Directors prior to filing. |
| Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts |
Every year, ABHOW Directors and Officers are asked to complete a Conflict of Interest disclosure along with a Statement of Commitment. These documents are aimed at informing ABHOW and its affiliated entities of any conflicts that that should be revealed.Duty to Disclose. 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 with governing Board delegated powers considering the proposed transaction or arrangement. Determining Whether a Conflict of Interest Exists. 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. The remaining Board or committee members shall decide if a conflict of interest exists. Procedures for Addressing the Conflict of Interest a. An Interested Person may make a presentation at the governing Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. b. The chair of the governing Board or committee shall, if appropriate, appoint a disinterested Person or committee to investigate alternatives to the proposed transaction or arrangement. c. After exercising due diligence, the Board or committee shall determine whether ABHOW can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. d. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in ABHOW's best interest and for its own benefit and whether it is fair and reasonable to ABHOW and shall make its decision as the whether to enter into the transaction or arrangement in conformity with such determination.4. Violations of the Conflicts of Interest Policy a. 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. b. 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. |
| Form 990, Part VI, Line 15a: Compensation Review & Approval Process - CEO, Top Management |
Compensation of the President and CFO of American Baptist Homes of the West (source of "related organization" compensation in Part VII) is reviewed annually for market competitiveness and intermediate sanctions compliance by a compensation committee of the board. Compensation of other officers and key employees is reviewed by the CEO with disclosure to the compensation committee of the board. The 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. |
| Form 990, Part VI, Line 15b: Compensation Review and Approval Process for Officers and Key Employees |
Compensation of the President and CFO of American Baptist Homes of the West (source of "related organization" compensation in Part VII) is reviewed annually for market competitiveness and intermediate sanctions compliance by a compensation committee of the board. Compensation of other officers and key employees is reviewed by the CEO with disclosure to the compensation committee of the board. The 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. |
| Form 990, Part VI, Line 19: Other Organization Documents Publicly Available |
The governing documents and financial statements are available for inspection upon request. Financial and other data is available on ABHOW's website, abhow.com, as well as on the website of the Municipal Securities Rulemaking Board (MSRB), Electronic Municipal Market Access, emma.msrb.org, using one of the following ABHOW CUSIP numbers:130795S73130795S81130795S99130795T23130795T31and then selecting information to review from the "Continuing Disclosure" tab. |
| Other Changes In Net Assets Or Fund Balances - Other Decreases |
Interest rate swap = -$17944 |
| Other Changes In Net Assets Or Fund Balances - Other Decreases |
Richland Senior Housing Adj = -$48753 |
| Part VI, Section B, Question 16 |
ABHOW currently has a minority interest in Masterpiece Living, LLC. The entity provides a holistic wellness program in which a number of ABHOW managed communities participate. Accordingly, the activities of Masterpiece Living, LLC are consistent with the exempt purposes of ABHOW. All joint venture and investment activities of ABHOW are reviewed to ensure that the exempt status of ABHOW is protected. |
Attach to Form 990 or 990-EZ.