2023-10-11T10:09:39-05:00 2022-12-31 410746749 CLIFTONLARSONALLEN LLP 1966 GREENSPRING DRIVE SUITE 300 TIMONIUM MD 21093 990 2022-01-01 521281156 COLLINGTON EPISCOPAL LIFE CARE COMMUNITY INC COLL 3018834768 10450 LOTTSFORD ROAD MITCHELLVILLE MD 20721 ANN E GILLESPIE CEO 3018834768 2023-10-03 1 ANN GILLESPIE 999009999 0 JONATHAN HANSEN P01871557 4104530900 2023-10-03 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z ANN E GILLESPIE 10450 LOTTSFORD ROAD MITCHELLVILLE MD 20721 33485525 0 X HTTPS://COLLINGTON.KENDAL.ORG X 1982 MD COMMUNITY FOR OLDER ADULTS & ALL THEY CARE ABOUT, INSPIRED BY THEIR VISION FOR PURPOSEFUL LIVES 15 15 234 18 0 0 110936 2000 28659812 30757944 879915 504610 175934 273979 29826597 31538533 50000 7900 0 0 11279031 11891106 0 0 0 18248216 20007086 29577247 31906092 249350 -367559 87312224 82455976 115315258 114484068 -28003034 -32028092 THE MISSION OF COLLINGTON EPISCOPAL LIFE CARE COMMUNITY, INC. (CELCC) IS TO CREATE A COMMUNITY FOR OLDER ADULTS AND ALL THEY CARE ABOUT, INSPIRED BY THEIR VISION FOR PURPOSEFUL LIVES. 0 0 25136304 7900 30624196 TO DEVELOP, CONSTRUCT AND OPERATE A CONTINUING CARE RETIREMENT COMMUNITY (CCRC) THAT PROVIDES SECURE, STIMULATING AND DIGNIFIED ACCOMODATIONS AND SERVICES TO THE ELDERLY, AND TO PROVIDE NECESSARY MEDICAL AND HEALTH-RELATED SERVICES TO ENSURE THE HIGHEST QUALITY AND DIGNIFIED LIFESTYLE OF THE ELDERLY. COVID-19 HAS IMPACTED THE FACILITY, CAUSING ADDITIONAL COSTS FOR EMERGENCY PREPAREDNESS, DISEASE CONTROL AND CONTAINMENT, POTENTIAL SHORTAGES OF HEALTH CARE AND OTHER PERSONNEL, AND LOSS OF REVENUE DUE TO REDUCTIONS IN CERTAIN REVENUE STREAMS. FUNDING MADE AVAILABLE THROUGH THE CARES ACT WAS UTILIZED FOR PAYROLL AND NONPAYROLL RELATED EXPENDITURES. 25136304 1 0 0 0 0 0 0 0 0 1 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 52 0 234 1 0 0 0 0 0 0 0 0 0 0 0 0 X 15 15 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 0 0 MD X X COURTNEY CORCORAN CFO 3018834768 10450 LOTTSFORD ROAD MITCHELLVILLE MD 20721 MICHAEL LYLES CHAIR 2.00 0.00 X X 0 0 0 WILLIAM CARRINGTON VICE CHAIR 2.00 0.00 X X 0 0 0 ADAM OSTERYOUNG TREASURER 2.00 2.00 X X 0 0 0 SUSAN WALKER SECRETARY 2.00 0.00 X X 0 0 0 ALEXIS ALLEN-SHORTER DIRECTOR 2.00 2.00 X 0 0 0 CHRISTAL BATEY DIRECTOR 2.00 0.00 X 0 0 0 CLAUDIA BLUMENSTOCK DIRECTOR 2.00 0.00 X 0 0 0 PETER COCHRAN DIRECTOR 2.00 0.00 X 0 0 0 TONI CONNER DIRECTOR 2.00 0.00 X 0 0 0 PETER FIELDING DIRECTOR 2.00 0.00 X 0 0 0 RICHARD GARRISON DIRECTOR 2.00 0.00 X 0 0 0 ELIZABETH GILL DIRECTOR 2.00 0.00 X 0 0 0 BEVERLY GOGGINS DIRECTOR 2.00 0.00 X 0 0 0 GREG NIBLETT DIRECTOR 2.00 0.00 X 0 0 0 LORI SIMON-RUSINOWITZ DIRECTOR 2.00 0.00 X 0 0 0 LINDA EWALD SECRETARY- LEFT AUG 2022 2.00 0.00 X X 0 0 0 NORMAN PRINCE DIRECTOR- LEFT AUG 2022 2.00 0.00 X 0 0 0 PETER RHEINSTEIN DIRECTOR- LEFT AUG 2022 2.00 0.00 X 0 0 0 ANN E GILLESPIE CEO 40.00 5.00 X 323718 0 42163 COURTNEY CORCORAN CFO 45.00 5.00 X 154340 0 49981 MEGAN BARBOUR COO 40.00 0.00 X 229399 0 33763 FATMATA CONTEH RN SUPERVISOR 40.00 0.00 X 154945 0 42488 YOLANDA HUNTER DIRECTOR OF HR 40.00 0.00 X 139361 0 27824 MARIAN ADJEI-AMPOMAH DIRECTOR OF SOCIAL WORK 40.00 0.00 X 129291 0 26359 DURAMANY SESAY DIRECTOR OF NURSING 40.00 0.00 X 125496 0 25791 MARVELL ADAMS FORMER OFFICER 0.00 45.00 X 0 497224 84840 1256550 497224 333209 16 1 1 0 RDI CONSTRUCTION 11407 MONTERREY DRIVE SILVER SPRING MD 20902 CONSTRUCTION 2170739 CEDAR CARE 9470 ANNAPOLIS ROAD SUITE 217 LANHAM MD 20706 NURSING STAFF 738709 OSTER CONSTRUCTION LLC 10401 STEVENSON ROAD STEVENSON MD 21153 CONSTRUCTION 724074 WARFEL CONSTRUCTION COMPANY 1110 ENTERPRISE ROAD EAST PETERSBURG PA 17520 CONSTRUCTION 532519 LIFETIME EXTERIORS 10593 JACK PINE LANE WALDORF MD 20603 CONSTRUCTION 452240 24 2000 2000 RESIDENT CARE SERVICES 623000 18481568 18481568 AMORTIZATION OF DEFERRED ENTRANCE 623000 6394526 6394526 HEALTH CARE REVENUE 623000 4959212 4959212 ANCILLARY INCOME 623000 418891 285143 133748 APARTMENT CUSTOM WORK 623000 368432 368432 135315 135315 30757944 429107 429107 163344 15874 0 0 163344 15874 179218 179218 2022495 1946992 75503 75503 75503 MISCELLANEOUS INCOME 900099 82461 82461 PROCESSING FEES 900099 12300 12300 94761 31538533 30624196 0 912337 7900 7900 570202 570202 9253499 8758402 495097 237528 221115 16413 1123899 1087100 36799 705978 635379 70599 5226 5226 91636 82473 9163 105478 94930 10548 124353 124353 1118904 1027787 91117 230467 204228 26239 1623008 1432008 191000 343274 308852 34422 2839476 2555527 283949 11433 11433 68679 45183 23496 2830332 2830332 1026360 923724 102636 5054019 4548617 505402 927310 927310 FOOD EXPENSES 1644133 1479720 164413 REPAIRS AND MAINTENANCE 1259766 1133789 125977 MEDICAL SUPPLIES 469474 469474 EMPLOYEE EXPENSE 206831 95862 110969 26927 24234 2693 31906092 25136304 6769788 0 3190920 1118449 6469341 6538181 1227192 1888325 226635 162300 524599 473017 148584949 94121930 53992770 54463019 14066207 11196715 7614560 6615970 87312224 82455976 3150008 3840732 37581105 37219894 58209764 56221352 16374381 17202090 115315258 114484068 X -35337835 -38479540 7334801 6451448 -28003034 -32028092 87312224 82455976 X -367559 -2774146 -883353 X 0 1 X 1 0 X 22103 0 3050965 160936 2000 3236004 28154249 28744018 28338537 28539572 30624196 144400572 138088 110883 60096 70240 133748 513055 28314440 28854901 31449598 28770748 30759944 148149631 117504 148728 433122 451139 429012 1579505 0 117504 148728 433122 451139 429012 1579505 146570126 358036 380647 477169 515273 608325 2339450 358036 380647 477169 515273 608325 2339450 15764 17919 8505 24058 94761 161007 28688240 29253467 31935272 29310079 31463030 150650088 0.97290 0.97540 0.01550 0.01260 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: PROCESSING FEE - 2018 AMOUNT: $ 11,200. 2019 AMOUNT: $ 9,600. 2020 AMOUNT: $ 6,600. 2021 AMOUNT: $ 10,800. 2022 AMOUNT: $ 12,300. OTHER REVENUE - 2018 AMOUNT: $ 4,564. 2019 AMOUNT: $ 8,319. 2020 AMOUNT: $ 1,905. 2021 AMOUNT: $ 13,258. 2022 AMOUNT: $ 82,461. 7334801 360976 -869070 251125 124134 6451448 6580579 219389 792803 173789 84181 7334801 5849757 285443 692322 111629 135314 6580579 5076037 254812 844481 153676 171897 5849757 5442031 114426 -215094 156557 108769 5076037 0.00000 0.00000 1.00000 0 1 1 909016 909016 117329343 77468768 39860575 14937416 7426529 7510887 11401734 9226633 2175101 4007440 4007440 54463019 INTEREST IN NET ASSETS OF COLLINGTON FOUNDATION, INC. 6451448 DUE FROM AFFILIATES 164522 6615970 REFUNDABLE ENTRANCE FEE 16229519 NOTE PAYABLE TO COLLINGTON FOUNDATION, INC. 972571 17202090 X PART V, LINE 4: THE ENDOWMENT FUNDS ARE INTENDED TO BE USED TO ASSIST WITH CELCC PROGRAM AND OPERATIONAL COSTS. PART X, LINE 2: CELCC IS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE; ACCORDINGLY, NO PROVISION FOR INCOME TAXES IS REQUIRED. THE ORGANIZATION FOLLOWS THE PROVISIONS OF THE INCOME TAX STANDARD REGARDING THE RECOGNITION AND MEASUREMENT OF UNCERTAIN TAX POSITIONS. THE APPLICATION OF THESE PROVISIONS HAS NO IMPACT ON THE ORGANIZATION'S CONSOLIDATED FINANCIAL STATEMENTS. THE ORGANIZATION'S TAX RETURNS ARE SUBJECT TO REVIEW AND EXAMINATION BY FEDERAL AND STATE AUTHORITIES. X X 1 0 0 0 0 0 0 1 0 MARVELL ADAMS FORMER OFFICER 0 93010 0 0 0 404214 0 74584 0 10256 0 582064 0 0 ANN E GILLESPIE CEO 299728 0 23990 0 0 0 3070 0 39093 0 365881 0 0 0 MEGAN BARBOUR COO 229399 0 0 0 0 0 6817 0 26946 0 263162 0 0 0 COURTNEY CORCORAN CFO 154340 0 0 0 0 0 5085 0 44896 0 204321 0 0 0 FATMATA CONTEH RN SUPERVISOR 154345 0 600 0 0 0 4640 0 37848 0 197433 0 0 0 YOLANDA HUNTER DIRECTOR OF HR 139361 0 0 0 0 0 4229 0 23595 0 167185 0 0 0 MARIAN ADJEI-AMPOMAH DIRECTOR OF SOCIAL WORK 129291 0 0 0 0 0 3960 0 22399 0 155650 0 0 0 DURAMANY SESAY DIRECTOR OF NURSING 125496 0 0 0 0 0 3718 0 22073 0 151287 0 0 0 PART I, LINE 4A NO SEVERANCE WAS DUE OR PAID BY THE FILING ORGANIZATION. MARVELL ADAMS, IS A FORMER OFFICER OF THE FILING ORGANIZATION, WHO BECAME AN EMPLOYEE OF THE KENDAL CORPORATION, A RELATED 501(C)(3) EXEMPT ORGANIZATION, AND THEN LEFT THE KENDAL CORPORATION IN 2022. THE KENDAL CORPORATION PAID A NEGOTIATED SEVERANCE OF $403,875 TO MARVELL ADAMS UPON DEPARTURE. PART I, LINE 7 BONUSES WERE DETERMINED BY THE CEO AND REVIEWED BY THE BOARD CHAIR AND TREASURER WHO WERE IN OFFICE AT THE TIME THE BONUSES WERE DETERMINED. A PRINCE GEORGE'S COUNTY MD 526000998 741724CE6 2017-05-01 66770265 TO REFUND THE 2006 TERM LOAN, THE SERIES 2006 BONDS AND CONSTRUCTION COSTS 0 0 0 A 8922510 66770265 4688130 1335405 13852171 46894559 2017 0 1 1 1 A 0 0 0 0 0.00000 0.00000 0.00000 1 0 1 A 0 0 0 1 0 0 0 0 1 A 1 DATE REBATE COMPUTATION PERFORMED ISSUER NAME: PRINCE GEORGE'S COUNTY, MD DATE THE REBATE COMPUTATION WAS PERFORMED: 05/17/2023 FORM 990, PART VI, SECTION A, LINE 1A THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE BOARD CHAIR, VICE CHAIR, AND TREASURER. THE EXECUTIVE COMMITTEE, IN CONSULTATION WITH THE BOARD CHAIR AND CEO, WILL DEVELOP AND ESTABLISH BOARD MEETING AGENDAS. THE COMMITTEE WILL ALSO PROVIDE CONSULTATION TO THE BOARD CHAIR AND THE CEO AS NEEDED AND REQUESTED REGARDING MAJOR POLICY AND OPERATIONAL DECISIONS AFFECTING THE COLLINGTON COMMUNITY. THE COMMITTEE WILL ADVISE THE BOARD CHAIR ON MATTERS RELATING TO CEO COMPENSATION AND BENEFITS. THE CHAIR OF THE BOARD WILL CONVENE AND PRESIDE OVER MEETINGS OF THE EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE, MAY, AT ITS OWN DISCRETION AND CONVENIENCE, MEET IN EXECUTIVE SESSION. FORM 990, PART VI, SECTION A, LINE 4 ON AUGUST 11, 2022, COLLINGTON'S BYLAWS WERE AMENDED. THE FOLLOWING CHANGES ARE CONSIDERED SIGNIFICANT FOR PURPOSES OF THIS DISCLOSURE: 1) AMENDMENTS WERE MADE TO THE NUMBER OF MEMBERS OF THE BOARD THAT SHALL BE RESIDENTS OF COLLINGTON, PREVIOUSLY A MINIMUM OF 3 BUT NO MORE THAN 20%, AND NOW THE MINIMUM IS 1 BUT NO MORE THAN 3. 2) AMENDMENTS WERE MADE TO THE MINIMUM (15 TO 13) AND MAXIMUM (18 TO 20) NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS. 3) PREVIOUSLY, THE POWERS OF THE BOARD OF DIRECTORS WAS LIMITED TO THE APPROVAL OF THE KENDAL COPORATION FOR THE FOLLOWING ACTIONS: (1) ANY CHANGE IN CORPORATE PURPOSES; (2) INCURRING OF INDEBTEDNESS WITH PRINCIPAL AMOUNT HIGHER THAN THAT SPECIFIED IN THE AFFILIATION AGREEMENT; (3) THE MANNER IN WHICH THE CORPORATION USES THE NAME "KENDAL;" (4) ANY MATERIAL CHANGE IN THE CONTRACT WHICH COLLINGTON EXECUTES WITH ITS RESIDENTS OR MEMBERS; (5) THE PURCHASE, SALE, LEASE, ENCUMBRANCE OR OTHER DISPOSITION OF ANY REAL ESTATE OR IMPROVEMENTS THEREON, WITH A VALUE GREATER THAN THAT SPECIFIED IN THE AFFILIATION AGREEMENT; (6) DISSOLUTION, ACQUISITION BY ANOTHER ENTITY (WHETHER BY MERGER, ASSET SALE, CHANGE OF CONTROL OR OTHERWISE), DIVISION, OR ACQUISITION OF ANOTHER ENTITY (WHETHER BY MERGER, ASSET SALE, CHANGE OF CONTROL OR OTHERWISE); (7) THE SELECTION OF ANY NEW MEMBER OF THE BOARD OF DIRECTORS OF THE CORPORATION; AND (8) AMENDMENT TO THE ARTICLES OF INCORPORATION OR THE FOLLOWING SECTIONS OF THE BYLAWS OF THE CORPORATION: 1.1, 2.1, 6.1, 6.2, 6.4, 6.6, 6.10, 6.13, 12.4, 13.2, 14.1, 14.2, 14.3, 14.4, 15.1, 15.2, AND 15.3. THE REQUIREMENT FOR APPROVAL FROM KENDAL CORPORATION FOR THE ITEMS (1) THROUGH (8) ABOVE HAVE BEEN REMOVED. 4) PREVIOUSLY, THE KENDAL CORPORATION HAD THE RIGHT TO REVIEW COLLINGTON'S OPERATIONS, STRATEGIC AND OTHER PLANS, CONSISTENT WITH STRATEGIC PRIORITIES OF THE KENDAL SYSTEM, AND FINANCIAL PROJECTIONS AND PERFORMANCE. THIS HAS BEEN REMOVED. 5) PREVIOUSLY, THE CHAIR, VICE CHAIR, SECRETARY AND TREASURER WERE ELECTED ANNUALLY. THIS WAS AMENDED TO CHANGE TO THE ELECTION FREQUENCY TO EVERY TWO YEARS. 6) A PROVISION WAS ADDED STATING THAT A RESIDENT OF COLLINGTON MAY NOT SERVE AS THE CHAIR, VICE CHAIR, OR TREASURER. 7) PREVIOUSLY, THE CHIEF EXECUTIVE OFFICER WAS ALSO REFERRED TO AS THE EXECUTIVE DIRECTOR. ANY REFERENCES TO THE "EXECUTIVE DIRECTOR" HAVE BEEN REMOVED FROM THE BYLAWS. 8) PREVIOUSLY, THE CHAIR SERVED AS AND HAD ALL THE POWERS UNDER MARYLAND LAW AS THE PRESIDENT OF THE CORPORATION. THIS HAS BEEN REMOVED. 9) PREVIOUSLY, THE EXECUTIVE DIRECTOR HAD THE POWER TO REMOVE THE CHIEF FINANCIAL OFFICER FROM OFFICE. THIS WAS AMENDED TO STATE THAT THE CHIEF FINANCIAL OFFICER MAY ONLY BE REMOVED BY THE BOARD OF DIRECTORS. 10) PREVIOUSLY, IF THE OFFICE OF ANY DIRECTOR BECAME VACANT FOR ANY REASON, THEN THE REMAINING DIRECTORS SELECTED A PERSON TO HOLD OFFICE FOR THE REMAINING TERM SUBJECT TO THE APPROVAL OF THE KENDAL CORPORATION. THIS WAS AMENDED TO REMOVE THE PROVISION FOR APPROVAL FROM THE KENDAL CORPORATION. 11) THE STANDING COMMITTEES OF THE BOARD WERE UPDATED TO INCLUDE EXECUTIVE, GOVERNANCE/BOARD DEVELOPMENT (PREVIOUSLY REFERRED TO AS LEADERSHIP DEVELOPMENT), AND RESIDENT SERVICES AND COMPLIANCE. 12) PREVIOUSLY, THE RECRUITMENT, SELECTION, SUPPORT, DEVELOPMENT, COMPENSATION, AND EVALUATION (AND, IF NECESSARY, REPLACEMENT) OF THE EXECUTIVE DIRECTOR SHALL BE THE RESPONSIBILITY OF THE BOARD OF DIRECTORS OF THE CORPORATION AND THE PRESIDENT OF THE KENDAL CORPORATION. THIS HAS BEEN REMOVED. 13) PREVIOUSLY, THE EXECUTIVE DIRECTOR SHALL CONFER AND CONSULT WITH THE PRESIDENT OF THE KENDAL CORPORATION IN LEADING COLLINGTON IN HARMONY WITH THE VALUES AND PRACTICES, STRATEGIC DIRECTIONS OF THE KENDAL SYSTEM, AND THE AFFILIATION AGREEMENT WITH THE KENDAL CORPORATION. THIS HAS BEEN REMOVED. 14) PREVIOUSLY, WHERE THERE IS AN UNRESOLVED CONFLICT BETWEEN THE EXECUTIVE DIRECTOR'S ACCOUNTABILITY TO THE BOARD OF THE CORPORATION AND HIS/HER RELATIONSHIP WITH THE PRESIDENT OF THE KENDAL CORPORATION, THE BOARD OF THE CORPORATION AND KENDAL CORPORATION BOARD SHALL RESOLVE THE CONFLICT. THIS HAS BEEN REMOVED. 15) PREVIOUSLY, AMENDMENT OF THE BYLAWS AND ARTICLES OF INCORPORATION REQUIRED APPROVAL FROM THE KENDAL CORPORATION. THIS HAS BEEN REMOVED AND NOW ONLY REQUIRES APPROVAL OF A QUORUM OF TWO-THIRDS (2/3) OF THE BOARD OF DIRECTORS. 16) NOTICE OF AND THE PROPOSED BYLAW AND ARTICLE OF INCORPORATION AMENDMENTS WERE TO BE DISTRIBUTED TO ALL BOARD MEMBERS AT LEAST TEN (10) DAYS BEFORE THEY ARE TO BE CONSIDERED AT A MEETING. THIS HAS BEEN UPDATED TO AT LEAST FIVE (5) DAYS BEFORE. FORM 990, PART VI, SECTION A, LINE 6 THE KENDAL CORPORATION, A 501(C)(3) PUBLIC CHARITY, IS CONSIDERED THE SOLE MEMBER BASED ON THE INTERNAL REVENUE SERVICE DEFINITION OF MEMBER. THE GOVERNING DOCUMENTS WERE AMENDED EFFECTIVE AUGUST 11, 2022, REMOVING THE SOLE MEMBER. FORM 990, PART VI, SECTION A, LINE 7A ALL DIRECTORS OF THE BOARD OF DIRECTORS MUST BE APPROVED BY THE KENDAL CORPORATION IN ORDER TO BECOME VALID SERVING DIRECTORS. THE GOVERNING DOCUMENTS WERE AMENDED EFFECTIVE AUGUST 11, 2022, REMOVING THE SOLE MEMBER AND THE RIGHTS AS LISTED ABOVE. THESE POWERS ARE NOW VESTED WITH THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B CELCC MUST SEEK AND MUST OBTAIN THE APPROVAL OF THE KENDAL CORPORATION BEFORE UNDERTAKING ANY OF THE FOLLOWING ACTIONS: (1) ANY CHANGE IN CORPORATE PURPOSES; (2) INCURRING OF INDEBTEDNESS WITH PRINCIPAL AMOUNT HIGHER THAN THAT SPECIFIED IN THE AFFILIATION AGREEMENT; (3) THE MANNER IN WHICH THE CORPORATION USES THE NAME "KENDAL;" (4) ANY MATERIAL CHANGE IN THE CONTRACT WHICH CELCC EXECUTES WITH ITS RESIDENTS OR MEMBERS; (5) THE PURCHASE, SALE, LEASE, ENCUMBRANCE OR OTHER DISPOSITION OF ANY REAL ESTATE OR IMPROVEMENTS THEREON, WITH A VALUE GREATER THAN THAT SPECIFIED IN THE AFFILIATION AGREEMENT; (6) DISSOLUTION, ACQUISITION BY ANOTHER ENTITY (WHETHER BY MERGER, ASSET SALE, CHANGE OF CONTROL OR OTHERWISE), DIVISION, OR ACQUISITION OF ANOTHER ENTITY (WHETHER BY MERGER, ASSET SALE, CHANGE OF CONTROL OR OTHERWISE); AND (7) AMENDMENT TO THE ARTICLES OF INCORPORATION OR PROVISIONS IN THE BYLAWS THAT IMPACT THE KENDAL CORPORATION. THE GOVERNING DOCUMENTS WERE AMENDED EFFECTIVE AUGUST 11, 2022, REMOVING THE SOLE MEMBER AND THE RIGHTS AS LISTED ABOVE. THESE POWERS ARE NOW VESTED WITH THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM AND THEN REVIEWED BY THE AUDIT COMMITTEE OF THE BOARD. AFTER THE AUDIT COMMITTEE HAS ACCEPTED THE FORM 990, THE RETURN WILL BE PROVIDED TO THE FULL BOARD OF DIRECTORS PRIOR TO FILING, AND WILL BE REVIEWED BY THE FULL BOARD BEFORE FILING IF TIME PERMITS, OR AFTER FILING IF NECESSARY. THE AUDIT COMMITTEE IS AUTHORIZED BY THE BOARD TO REVIEW AND ACCEPT THE FORM 990 ON THEIR BEHALF. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION REQUIRES ALL BOARD MEMBERS, OFFICERS, KEY EMPLOYEES AND COMMITTEE MEMBERS TO REVIEW AND EXECUTE ITS CONFLICT OF INTEREST POLICY DOCUMENT ON AN ANNUAL BASIS. ANY DIRECTOR, OFFICER, KEY EMPLOYEE OR COMMITTEE MEMBER HAVING AN INTEREST IN A CONTRACT OR OTHER TRANSACTION WITH THE CORPORATION SHALL DISCLOSE SUCH INTEREST TO THE BOARD OR A COMMITTEE THEREOF FOR CONSIDERATION, AUTHORIZATION, APPROVAL, OR RATIFICATION AND SHALL MAKE A PROMPT, FULL AND FRANK DISCLOSURE OF HIS OR HER INTEREST TO THE BOARD OR COMMITTEE PRIOR TO ITS ACTING ON SUCH CONTRACT OR TRANSACTION. SUCH DISCLOSURE SHALL INCLUDE ANY RELEVANT AND MATERIAL FACTS, KNOWN TO SUCH PERSON, ABOUT THE CONTRACT OR TRANSACTION, WHICH MIGHT REASONABLY BE CONSTRUED TO BE ADVERSE OR POTENTIALLY ADVERSE TO THE CORPORATION'S INTEREST. THE BODY TO WHICH SUCH DISCLOSURE IS MADE SHALL THEREUPON DETERMINE, BY MAJORITY VOTE, WHETHER THE DISCLOSURE SHOWS THAT A CONFLICT OF INTEREST EXISTS OR CAN REASONABLY BE CONSTRUED TO EXIST. IF A CONFLICT IS DEEMED TO EXIST, SUCH PERSON SHALL NOT VOTE ON, NOR USE HIS OR HER PERSONAL INFLUENCE ON, NOR PARTICIPATE (OTHER THAN TO PRESENT FACTUAL INFORMATION OR TO RESPOND TO QUESTIONS) IN THE DISCUSSIONS OR DELIBERATIONS WITH RESPECT TO, SUCH CONTRACT OR TRANSACTION. SUCH PERSON MAY BE COUNTED IN DETERMINING THE EXISTENCE OF A QUORUM AT ANY MEETING WHERE THE CONTRACT OR TRANSACTION IS UNDER DISCUSSION OR IS BEING VOTED UPON. THE MINUTES OF THE MEETING SHALL REFLECT THE DISCLOSURE MADE, THE VOTE THEREON AND, WHERE APPLICABLE, THE ABSTENTION FROM VOTING AND PARTICIPATION, AND THAT A QUORUM WAS PRESENT. FORM 990, PART VI, SECTION B, LINE 15A THE CHAIR AND VICE CHAIR OF THE BOARD PERFORMED THEIR ANNUAL ASSESSMENT OF THE CEO. AS PART OF THE COMPENSATION REVIEW PROCESS, AN INDEPENDENT COMPENSATION REPORT IS UTILIZED TO PROVIDE COMPARABILITY DATA TO SIMILAR ROLES AT SIMILAR ORGANIZATIONS. THE DELIBERATION AND FINAL DECISION WERE TIMELY DOCUMENTED WITHIN THE CEO'S PERSONNEL FILE. THIS PROCESS LAST TOOK PLACE IN 2022. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XI, LINE 9: DECREASE IN INTEREST IN COLLINGTON FOUNDATION, INC. -883,353. THE KENDAL CORPORATION 591 COLLABORATION WAY SUITE 603 NEWARK DE 19713 232688382 DEVELOP AND PROVIDE ADMINISTRATION FOR CCRCS PA 501(C)(3) LINE 12C, III-FI N/A 0 COLLINGTON FOUNDATION INC 10450 LOTTSFORD RD MITCHELLVILLE MD 20721 522011239 PROVIDE SUPPORT TO COLLINGTON EPISCOPAL LIFE CARE COMMUNITY, INC. MD 501(C)(3) LINE 12A, I COLLINGTON EPISCOPAL LIFE CARE COMMUNITY INC 1 KENDAL NEW YORK 1010 KENDAL WAY SLEEPY HOLLOW NY 10591 061656576 PROVIDE SUPPORT SERVICES FOR TWO RETIREMENT COMMUNITIES IN NY STATE NY 501(C)(3) LINE 12A, I THE KENDAL CORPORATION 0 KENDAL AGING C/O 591 COLLABORATION WAY SUITE 603 NEWARK DE 19713 823361136 PROVIDE SUPPORT SERVICES FOR RETIREMENT COMMUNITIES IN CA STATE CA 501(C)(3) LINE 12B, II THE KENDAL CORPORATION 0 KENDAL CHARITABLE FUNDS 591 COLLABORATION WAY SUITE 603 NEWARK DE 19713 232626425 INVESTMENT/FUNDRAISING IN SUPPORT OF THE KENDAL CORPORATION PA 501(C)(3) LINE 7 THE KENDAL CORPORATION 0 KENDAL AT ITHACA INC 2230 NORTH TRIPHAMMER RD ITHACA NY 14850 521787487 OPERATE A CONTINUING CARE RETIREMENT COMMUNITY NY 501(C)(3) LINE 10 KENDAL NEW YORK 0 KENDAL ON HUDSON 1010 KENDAL WAY SLEEPY HOLLOW NY 10591 133971396 OPERATE A CONTINUING CARE RETIREMENT COMMUNITY NY 501(C)(3) LINE 10 KENDAL NEW YORK 0 KENDAL AT HANOVER 67 CUMMINGS RD HANOVER NH 037551263 020519490 OPERATE A CONTINUING CARE RETIREMENT COMMUNITY NH 501(C)(3) LINE 10 THE KENDAL CORPORATION 0 KENDAL AT HOME 27519 DETROIT RD WESTLAKE OH 44145 200548053 OPERATE CONTINUING CARE WITHOUT WALLS OH 501(C)(3) LINE 10 THE KENDAL CORPORATION 0 THE LATHROP COMMUNITIES INC 100 BASSETT BROOK DR EASTHAMPTON MA 01027 042996627 OPERATE A 55 & OVER COMMUNITY MA 501(C)(3) LINE 10 THE KENDAL CORPORATION 0 LEXINGTON RETIREMENT COMMUNITY INC 160 KENDAL DR LEXINGTON VA 24450 541795871 OPERATE A CONTINUING CARE RETIREMENT COMMUNITY VA 501(C)(3) LINE 10 THE KENDAL CORPORATION 0 KENDAL NORTHERN OHIO 600 KENDAL DR OBERLIN OH 44074 200547957 PROVIDE SUPPORT TO KENDAL AT OBERLIN OH 501(C)(3) LINE 12C, III-FI KENDAL AT OBERLIN 0 KENDAL AT OBERLIN 600 KENDAL DR OBERLIN OH 44074 341567246 OPERATE A CONTINUING CARE RETIREMENT COMMUNITY OH 501(C)(3) LINE 10 THE KENDAL CORPORATION 0 THE ADMIRAL AT THE LAKE 929 WEST FOSTER AVE CHICAGO IL 60640 362171730 OPERATE A CONTINUING CARE RETIREMENT COMMUNITY IL 501(C)(3) LINE 10 THE KENDAL CORPORATION 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 1 0 0 0 1 COLLINGTON FOUNDATION INC E 998912 YEAR END BALANCE COLLINGTON FOUNDATION INC O 124427 FMV COLLINGTON FOUNDATION INC S 161656 FMV