2021-08-31T12:25:15-05:00 2020-12-31 420714325 RSM US LLP 100 INTERNATIONAL DRIVE STE 1400 BALTIMORE MD 21202 990 2020-01-01 205609803 ASHBY PONDS INC ASHB 7037231999 21170 ASHBY PONDS BLVD ASHBURN VA 20147 EILEEN ERSTAD TREASURER 7037231999 2021-08-10 1 EILEEN ERSTAD 999009999 JULIA FLANNERY CPA P00928918 4102469301 2021-08-10 2 AAL1 IAL1 2020 2022-09-23 18:48:47Z EILEEN ERSTAD 21170 ASHBY PONDS BLVD ASHBURN VA 20147 96816376 0 X WWW.NATIONALSENIORCAMPUSES.ORG X 2006 MD PROVIDE A HOME FOR SENIORS THAT SATISFIES THEIR THREE PRIMARY NEEDS. 11 6 972 175 0 0 1213023 4205419 65521341 68356188 21323171 24045831 189309 208025 88246844 96815463 100989 167287 0 0 24865572 26519981 0 0 107862 67955887 76880241 92922448 103567509 -4675604 -6752046 762046134 974898998 811674473 1028735993 -49628339 -53836995 X MISSION STATEMENT - HOME IS BELONGING, PEACE OF MIND, LOVE AND ACCEPTANCE. WELCOME HOME!VISION STATEMENT - ASHBY PONDS, INC. CELEBRATES AGING! GROUNDED IN INCLUSION, INNOVATION AND ADVOCACY, WE CREATE UNPARALLELED VALUE AND OPPORTUNITIES FOR EVERY LIFE WE TOUCH. AS PART OF THE NATIONAL SENIOR COMMUNITIES ENTERPRISE, WE LEVERAGE OUR STRONG FINANCIAL FOUNDATION AND GOVERNANCE FOR THE BENEFIT OF SENIORS AND THOSE WHO SUPPORT THEM. 0 0 92288931 167287 68356188 ASHBY PONDS PROVIDES SERVICES NEEDED BY SENIOR RESIDENTS, WHO RESIDE IN 1,173 INDEPENDENT LIVING UNITS, 56 ASSISTED LIVING UNITS, 44 SKILLED NURSING UNITS, AND 36 MEMORY CARE UNITS. THE SERVICES WE PROVIDE TO OUR RESIDENTS INCLUDE, BUT ARE NOT LIMITED TO HOUSING, FOOD, MEDICAL, SECURITY AND MAINTENANCE SERVICES, RECREATIONAL AND PASTORAL ACTIVITIES. 92288931 1 1 0 0 0 0 0 0 1 0 1 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 67 0 1 972 1 0 0 0 0 0 1 1 0 0 0 1 0 0 0 X 11 6 0 1 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 VA X X MONIKA GAJDA 4104022311 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 X EILEEN ERSTAD CHAIR, TREASURER 2.30 34.50 X X 0 155000 0 JIM HAYES VICE CHAIR 0.10 11.80 X X 0 136250 0 ZINA JACQUE VICE CHAIR (BEG 4/1/20) 0.10 8.50 X X 0 130000 0 MICHELLE BOHREER PRESIDENT (BEG 4/1/20) 0.10 18.90 X X 0 176250 0 MARY COLINS SECRETARY 0.10 13.10 X X 0 146875 0 JACKSON BAIN DIRECTOR 0.10 10.10 X 0 78750 0 BARBARA BISGAIER DIRECTOR 0.10 8.90 X 0 107500 0 FRED HAAS DIRECTOR 0.10 11.70 X 0 91875 0 CAROLYN MARKEY DIRECTOR (THRU 3/31/20) 0.10 2.40 X 0 17500 0 STEPHANIE REEL DIRECTOR 0.10 8.10 X 0 90625 0 MICHAEL ROSKIEWICZ DIRECTOR 0.10 13.00 X 0 81250 0 ARNIE SPEERT DIRECTOR 0.10 12.10 X 0 90000 0 PATRICIA LUND DIRECTOR (THRU 3/31/20) 0.60 X 0 3125 0 JOHN HALL ASSISTANT TREASURER 0.50 6.50 X 0 0 0 CHRIS RATHMANN ASSISTANT TREASURER 0.50 7.50 X 0 0 0 NEAL GANTERT ASSISTANT TREASURER 0.50 6.50 X 0 0 0 CHRISTOPHER RUPP DIRECTOR OF FINANCE 40.00 X 155707 0 8747 WILLIAM NANCE EXECUTIVE DIRECTOR 40.00 X 275636 0 16304 KELLY DAVIS DIRECTOR NURSING 40.00 X 157045 0 4750 FLORDELIZA CATIPAY REG NURSE CHARGE NURSE 40.00 X 127716 0 8421 DANA BRADSHAW SALES COUNSELOR 40.00 X 125959 0 26578 CARLA REBHOLZ ASST ADMINISTRATOR EX CARE 40.00 X 125431 0 4999 AASHEE GUPTA MANAGER, REHABILITATION 40.00 X 125252 0 23556 MELISSA BATES SENIOR SALES ASSOCIATE 40.00 X 118742 0 3408 1211488 1305000 96763 18 0 1 0 ERICKSON SENIOR LIVING LLC 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 MANAGEMENT - SEE SCH. O 9048265 WAYFORTH LLC 11840 W MARKET PL D FULTON MD 20759 MOVING 493119 CYPRESS CONTRACTING LLC 23465 ROCK HAVEN WAY 130 STERLING VA 20166 CONTRACTOR 389581 NATIONAL SENIOR COMMUNITIES INC 318 WASHINGTON ST WELLESLEY HILLS MA 02481 MEMBERSHIP DUES 379056 HERITAGE LANDSCAPE SERVICES LLC 8001 INDUSTRIAL PARK CT BRISTOW VA 20136 LANDSCAPING 286362 16 1370 1746666 2457383 10100 4205419 RESIDENT FEES 623000 60572054 60572054 RESIDENT DEPOSITS 623000 4986000 4986000 ANCILLARY FEES 623000 2781484 2781484 PROCESSING FEES 623000 16650 16650 68356188 24031866 24031866 204812 0 204812 204812 204812 11965 2000 0 0 11965 2000 13965 13965 4126 1370 913 3213 3213 96815463 68356188 0 24253856 47000 47000 120287 120287 618189 618189 20829556 17105162 3647686 76708 367027 304217 60731 2079 3052656 2397379 643757 11520 1652553 1353369 293984 5200 3149176 3149176 41721 41721 81940 81940 8786 8786 7430650 2775967 4654683 2305783 2305783 6128357 5141051 975545 11761 17184042 17183885 154 3 38591 9579 29012 22977854 22977854 15884946 15884946 672680 672680 EQUIPMENT RENTAL 418205 392654 25551 CHARITY CARE 334629 334629 RESIDENT RELATIONS 222881 133313 88977 591 103567509 92288931 11170716 107862 2767 2767 20486978 24683105 3642379 1086854 12235300 5335400 101313 398205 207356 193068 515168102 61243986 260597239 453924116 3288228 4792078 1510966 6190961 459973608 478292444 762046134 974898998 3277101 5735906 1206862 1349348 807190510 1021650739 811674473 1028735993 X -53138378 -58992428 3510039 5155433 -49628339 -53836995 762046134 974898998 X -6752046 -12787 2556177 X 0 1 X 1 1 1 X 491720 726690 602850 1213023 4205419 7239702 45633728 49117712 58287717 65553264 68360314 286952735 46125448 49844402 58890567 66766287 72565733 294192437 140000 150000 150000 125000 125000 690000 0 140000 150000 150000 125000 125000 690000 293502437 14623737 15250521 18548405 21495887 24236678 94155228 14623737 15250521 18548405 21495887 24236678 94155228 60749185 65094923 77438972 88262174 96802411 388347665 0.75580 0.75740 0.24250 0.24040 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 X 503779460 54887636 448891824 5784773 4023392 1761381 5603869 2332958 3270911 453924116 COMMUNITY LOAN RECEIVABLE 478292444 478292444 CLAIMS RESERVE 647715 FUNDS HELD FOR RESIDENTS 45315 RESIDENT DEPOSITS (NET) 519551560 UNCLAIMED PROPERTY 7672 RESIDENT REFUNDS PAYABLE 10625476 CAPITAL LEASE OBLIGATION 490051944 DEFERRED MANAGEMENT AND MARKETING FEE 268198 DEFERRED PAYROLL TAX 452859 1021650739 X 96810406 -12787 7730 -5057 96815463 0 96815463 103614805 47296 47296 103567509 0 103567509 PART IV, LINE 2B: PROSPECTIVE RESIDENTS ARE REQUIRED TO MAKE CERTAIN INSTALLMENT PAYMENTS PRIOR TO THE FINAL SETTLEMENT OF THE GIVEN UNIT. THOSE ADVANCE DEPOSITS ARE REPORTED ON FORM 990, PART X, LINE 21. PART X, LINE 2: ASHBY PONDS, INC. ("APL") IS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND THE APPLICABLE STATE INCOME TAX REGULATIONS. MANAGEMENT HAS EVALUATED APL'S TAX POSITIONS AND HAS CONCLUDED THAT APL HAS TAKEN NO UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE RECOGNITION OR DISCLOSURE IN THE FINANCIAL STATEMENTS. PART XI, LINE 2D - OTHER ADJUSTMENTS: SPECIAL FUNDRAISING EVENT EXPENSE NETTED WITH REVENUE ON FORM 990 913. ADJUSTMENT TO NET ASSETS WITH DONOR RESTRICTIONS 6,817. PART XII, LINE 2D - OTHER ADJUSTMENTS: SPECIAL FUNDRAISING EVENT EXPENSE NETTED WITH REVENUE ON FORM 990 913. REVERSAL OF PRIOR AMORTIZATION 39,566. ADJUSTMENT TO NET ASSETS WITH DONOR RESTRICTIONS 6,817. 1 CONVOY OF HOPE PO BOX 219368 KANSAS CITY MO 64121 680051386 501(C)(3) 11500 0 GENERAL SUPPORT LOUDOUN ABUSED WOMENS SHELTER 105 EAST MARKET STREET LEESBURG VA 20176 541282756 501(C)(3) 7500 0 GENERAL SUPPORT DOCTORS WITHOUT BORDERS 333 SEVENTH AVENUE NEW YORK NY 10001 133433452 501(C)(3) 8500 0 GENERAL SUPPORT LOUDOUN HUNGER RELIEF 750 MILLER DRIVE SUITE A-1 LEESBURG VA 20175 541591635 501(C)(3) 6500 0 GENERAL SUPPORT MOBILE HOPE ASSOCIATION PO BOX 4135 ASHBURN VA 20148 463053144 501(C)(3) 7500 0 GENERAL SUPPORT HEALTHWORKS FOR NORTHERN VIRGINIA 163 FORT EVANS ROAD NE LEESBURG VA 20176 202379419 501(C)(3) 5500 0 GENERAL SUPPORT 6 0 EDUCATIONAL SCHOLARSHIPS - SEE PART IV 72 120287 SCHEDULE I, PART I, LINE 2 SCHOLAR CANDIDATES MUST BE CURRENTLY EMPLOYED YEAR-ROUND AT ASHBY PONDS. ONLY MEDICAL LEAVES OF ABSENCE ARE ALLOWABLE DURING THE TWO YEARS. OTHER REQUESTS FOR A LEAVE OF ABSENCE WILL BE REVIEWED AND DETERMINED CASE BY CASE. A SCHOLAR CANDIDATE MUST HAVE BEEN EMPLOYED BY ASHBY PONDS ON OR BEFORE SEPTEMBER 30, OF THE START OF THEIR JUNIOR YEAR IN HIGH SCHOOL. THE CANDIDATE MUST ALSO ACHIEVE 1,000 HOURS OF WORK DURING A TIME SPAN THAT BEGINS NO EARLIER THAN JUNE 1, OF THEIR JUNIOR YEAR OF HIGH SCHOOL (300 OF 1,000 HOURS MUST BE COMPLETED BY THE END OF THEIR JUNIOR YEAR OF HIGH SCHOOL TO QUALIFY). ANY HOURS WORKED PRIOR TO JUNE 1, OF THE START OF THEIR JUNIOR YEAR DO NOT COUNT TOWARDS THE 1,000 HOURS REQUIREMENT. CANDIDATES MUST ACHIEVE THE 1,000 HOUR REQUIREMENT AS WELL AS FULFILL THE TWO-YEAR MINIMUM EMPLOYMENT REQUIREMENT. CANDIDATES MUST BE IN "GOOD STANDING" FROM THEIR ORIGINAL DATE OF HIRE THROUGH THEIR LAST DAY OF WORK. TO MAINTAIN "GOOD STANDING," SCHOLAR CANDIDATES, AS EMPLOYEES, MUST ABIDE BY ALL EMPLOYMENT POLICIES AND PROCEDURES, TO INCLUDE GIVING TWO WEEKS NOTICE TO THEIR SUPERVISOR WHEN TERMINATING EMPLOYMENT. SCHOLAR CANDIDATES MUST COMPLETE EACH STEP AS OUTLINED IN THE PROGRAM DESCRIPTION BY THE RESPECTIVE DUE DATE. FURTHERMORE, CANDIDATES MUST TURN IN PROOF OF FULL-TIME STATUS WITHIN THE DATES SPECIFIED IN THE PROGRAM DESCRIPTION FOR EACH SPRING AND FALL SEMESTER THEY ATTEND SCHOOL. FAILURE TO DO SO WILL DISQUALIFY THE SCHOLAR THAT SEMESTER AND WILL COUNT TOWARDS ONE OF THE TWO ALLOWABLE SEMESTER LAPSES. CANDIDATES SHOULD INTEND TO GO TO COLLEGE OR TRADE SCHOOL AFTER HIGH SCHOOL. SCHOLAR CANDIDATES MUST ATTEND SCHOOL FULL-TIME (12 CREDIT HOURS EACH SEMESTER) AFTER HIGH SCHOOL. SCHOLAR CANDIDATES MUST BE ACCEPTED AND/OR REGISTERED IN THE FALL OF 2020 AT A TRADE SCHOOL, COLLEGE, OR UNIVERSITY TO BENEFIT. (IN EXCEPTIONAL CASES, A SCHOLAR CANDIDATE MAY ARRANGE TO START SCHOOL UP TO TWO SEMESTERS AFTER BEING INDUCTED INTO THE PROGRAM, BUT THEY MUST MAKE ARRANGEMENTS WITH THE RESIDENT LIFE DEPARTMENT. THESE TWO SEMESTERS WILL COUNT AS THE TWO ALLOCABLE SEMESTER LAPSES.) SCHOLARS WHO LAPSE FROM THE PROGRAM FOR MORE THAN A TOTAL OF TWO SEMESTERS AFTER BEING INDUCTED INTO THE PROGRAM ARE NO LONGER ELIGIBLE TO RECEIVE THE AWARD. X X X 0 0 0 0 0 0 0 1 0 WILLIAM NANCE EXECUTIVE DIRECTOR 221035 0 50000 0 4601 0 750 0 15554 0 291940 0 0 0 MICHELLE BOHREER PRESIDENT (BEG 4/1/20) 0 176250 0 0 0 0 0 0 0 0 0 176250 0 0 CHRISTOPHER RUPP DIRECTOR OF FINANCE 137662 0 17500 0 545 0 750 0 7997 0 164454 0 0 0 KELLY DAVIS DIRECTOR NURSING 135139 0 21350 0 556 0 4336 0 414 0 161795 0 0 0 EILEEN ERSTAD CHAIR, TREASURER 0 155000 0 0 0 0 0 0 0 0 0 155000 0 0 DANA BRADSHAW SALES COUNSELOR 116120 0 9732 0 107 0 4142 0 22436 0 152537 0 0 0 PART I, LINE 7 THE EMPLOYEES LISTED ON FORM 990, PART VII, SECTION A, LINE 1A RECEIVED A DISCRETIONARY BONUS DURING THE YEAR. SCHEDULE J, PART VII CHRISTOPER RUPP AND WILLIAM NANCE ARE LISTED IN SCHEDULE J, PART II AND ARE EMPLOYEES OF ERICKSON SENIOR LIVING ("ESL"), AN UNRELATED ORGANIZATION TO ASHBY PONDS, INC., IN ACCORDANCE WITH THE MANAGEMENT AGREEMENT BETWEEN ASHBY PONDS, INC. AND ESL. SEE SCHEDULE O EXPLANATION FOR FORM 990, PART VI, SECTION A, LINE 3. THEREFORE, FOR IRS MATCHING PURPOSES, ESL IS THE ISSUER OF THE FORM W-2. UNDER THE MANAGEMENT AGREEMENT, ASHBY PONDS, INC. REIMBURSES ESL FOR THE COST OF SERVICES PERFORMED FOR ASHBY PONDS, INC. FORM 990, PART VI, SECTION A, LINE 1 IF THERE ARE MATERIAL DIFFERENCES IN VOTING RIGHTS AMONG MEMBERS OF THE GOVERNING BODY, OR IF THE GOVERNING BODY DELEGATED BROAD AUTHORITY TO AN EXECUTIVE COMMITTEE OR SIMILAR COMMITTEE, EXPLAIN IN SCHEDULE O. UNDER THE BYLAWS OF THE ORGANIZATION, THE BOARD HAS DELEGATED AUTHORITY TO AN EXECUTIVE COMMITTEE COMPRISED OF THE ORGANIZATION'S CHAIR, VICE CHAIRS, PRESIDENT, SECRETARY AND TREASURER. THE EXECUTIVE COMMITTEE HAS AND MAY EXERCISE ALL OF THE POWERS AND AUTHORITY OF THE BOARD IN THE MANAGEMENT OF THE BUSINESS AND AFFAIRS OF THE ORGANIZATION EXCEPT FOR THOSE ACTIONS RESERVED SOLELY TO THE MEMBER OR THE DIRECTORS UNDER THE GENERAL LAWS OF THE STATE OF MARYLAND. FORM 990, PART VI, SECTION A, LINE 1B: ENTER THE NUMBER OF VOTING MEMBERS INCLUDED ON LINE 1A, ABOVE, WHO ARE INDEPENDENT. THE BOARD MEMBERS THAT ARE DEEMED NOT INDEPENDENT ON THE FORM 990 ARE THOSE INDIVIDUALS WHO RECEIVE COMPENSATION AS AN OFFICER OR OTHER EMPLOYEE FROM THE ORGANIZATION OR FROM A RELATED ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 3 DID THE ORGANIZATION DELEGATE CONTROL OVER MANAGEMENT DUTIES CUSTOMARILY PERFORMED BY OR UNDER THE DIRECT SUPERVISION OF OFFICERS, DIRECTORS, OR TRUSTEES, OR KEY EMPLOYEES TO A MANAGEMENT COMPANY OR OTHER PERSON? ASHBY PONDS, INC. ENTERED INTO A NEW MANAGEMENT AND MARKETING AGREEMENT TO REPLACE THE EXISTING AMENDED & RESTATED MANAGEMENT AND MARKETING AGREEMENT ALREADY IN EFFECT WITH ERICKSON SENIOR LIVING, LLC ("ESL"). THE AGREEMENT WAS EFFECTIVE AS OF APRIL 30, 2020. WHILE BASED IN LARGE PART ON THE PRIOR AGREEMENT, AMONG OTHER THINGS, THE NEW MANAGEMENT AND MARKETING AGREEMENT EXTENDS THE TERM BEYOND THE PRIOR EXPIRATION, INCLUDES VARIOUS OBJECTIVE PERORMANCE REQUIREMENTS ON THE PART OF THE MANAGER AS WELL AS CERTAIN NON-COMPETITION PROVISIONS BENEFITTING THE COMMUNITY. ESL IS A MARYLAND LIMITED LIABILITY COMPANY WHICH MANAGES LARGE SCALE CONTINUING CARE RETIREMENT COMMUNITIES. AS OF APRIL 30, 2020, THE ORGANIZATION ENTERED INTO AN AMENDMENT TO THE MASTER LEASE AGREEMENT WITH THE LANDOWNER OF THE COMMUNITY, AN AFFILIATE OF ESL, WHICH, AMONG OTHER THINGS, REVISED THE PURCHASE OPTION PROVISION, ALLOWING FOR THE POSSIBLE EXERCISE OF THE OPTION BY THE ORGANIZATION AT AN EARLIER DATE THAN WAS PREVIOUSLY PROVIDED. THE ORGANIZATION ENTERED INTO AN OMNIBUS AMENDMENT OF THE MANAGEMENT AND MARKETING AGREEMENT TO PROVIDE CERTAIN RELIEF FROM CERTAIN CONTRACTUAL PERFORMANCE REQUIREMENTS IN 2020 DUE TO THE COVID PANDEMIC. THE FOLLOWING OFFICERS ARE LISTED IN PART VII, AS NON-COMPENSATED OFFICERS OF THE FILING ORGANIZATION, JOHN HALL, CHRIS RATHMANN AND NEAL GANTERT. THEIR DUTIES ARE CONSIDERED PERFORMED PRO BONO. WILLIAM NANCE, EXECUTIVE DIRECTOR, AND CHRISTOPHER RUPP, DIRECTOR OF FINANCE, ARE LEASED EMPLOYEES FROM THE MANAGEMENT COMPANY. THE FILING ORGANIZATION REIMBURSES THE MANAGEMENT COMPANY FOR THEIR COMPENSATION WHICH IS REPORTED ON FORM 990, PART VII, SECTION A. FORM 990, PART VI, SECTION A, LINE 4 DID THE ORGANIZATION MAKE ANY SIGNIFICANT CHANGES TO ITS GOVERNING DOCUMENTS SINCE THE PRIOR FORM 990 WAS FILED? THE ORGANIZATION AMENDED ITS BYLAWS MARCH 31, 2020, TO: (1) REMOVE THE REQUIREMENT THAT A RESIDENT BE ELECTED AS A VOTING MEMBER OF THE BOARD OF DIRECTORS; (2) REMOVE GENDER FROM THE "CHAIR AND "VICE CHAIR" POSITION TITLES; (3) ADD THE TWO VICE CHAIRS TO THE MEMBERS OF THE COMMUNITY'S EXECUTIVE COMMITTEE; (4) ALLOW ANY THREE MEMBERS OF THE EXECUTIVE COMMITTEE TO CALL A BOARD MEETING; AND (5) ALLOW NOTICE OF BOARD MEETINGS TO BE PROVIDED BY POSTING THE NOTICE IN THE BOARD PORTAL. FORM 990, PART VI, SECTION A, LINE 6 DID THE ORGANIZATION HAVE MEMBERS OR STOCKHOLDERS? ASHBY PONDS, INC.'S SOLE MEMBER IS NATIONAL SENIOR COMMUNITIES, INC. ("NSC"). NSC IS A MARYLAND NON-STOCK CORPORATION. NSC IS A "SUPPORTING ORGANIZATION" WITH RESPECT TO ASHBY PONDS, AS WELL AS CERTAIN OTHER ORGANIZATIONS SPECIFIED IN ITS GOVERNING DOCUMENTS. AS REQUIRED BY THE REGULATIONS RELATING TO "SUPPORTING ORGANIZATIONS," CERTAIN MEMBERS OF THE BOARD OF DIRECTORS OF NSC WILL ALSO BE MEMBERS OF THE BOARD OF DIRECTORS OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7A DID THE ORGANIZATION HAVE MEMBERS, STOCKHOLDERS, OR OTHER PERSONS WHO HAD THE POWER TO ELECT OR APPOINT ONE OR MORE MEMBERS OF THE GOVERNING BODY? THE BOARD OF DIRECTORS MAY NOMINATE A SLATE OF CANDIDATES FOR CONSIDERATION BY THE MEMBER, BUT THE MEMBER HAS SOLE DISCRETION TO ELECT DIRECTORS WHETHER OR NOT NOMINATED BY THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B ARE ANY GOVERNANCE DECISIONS OF THE ORGANIZATION RESERVED TO (OR SUBJECT TO APPROVAL BY) MEMBERS, STOCKHOLDERS, OR PERSONS OTHER THAN THE GOVERNING BODY? CERTAIN EXTRAORDINARY ACTIONS OF THE CORPORATION REQUIRE THE APPROVAL OF THE MEMBER UNDER APPLICABLE STATE LAW. UNDER THE ORGANIZATION'S BYLAWS, CERTAIN GOVERNANCE DECISIONS ARE MADE BY THE BOARD WITH THE CONSENT OF THE MEMBER AS SHARED POWERS AND CERTAIN GOVERNANCE DECISIONS ARE RESERVED TO THE MEMBER. SHARED POWERS INCLUDE AMENDMENTS TO ANY OF THE COMMUNITY DOCUMENTS (EXCEPT WHERE IT INVOLVES A RESERVED POWER), APPROVAL OF ALL CONTRACTS WITH OR PAYMENTS TO THE MEMBER OR OTHER RELATED ENTITIES (OTHER THAN GOVERNANCE COSTS OF THE MEMBER), AUTHORIZING THE FILING OF ANY BANKRUPTCY, CHANGES TO SHARED POWERS, A SIGNIFICANT EXPANSION OR NEW LINE OF BUSINESS JUST INVOLVING THE ORGANIZATION, AND SELECTION OF THE MANAGEMENT COMPANY. RESERVED POWERS OF THE MEMBER INCLUDE: APPROVAL OF POLICIES AFFECTING MORE THAN ONE COMMUNITY; SPONSORSHIP OF A NEW COMMUNITY; PAYMENT OF REASONABLE AMOUNTS TO COVER THE MEMBER'S OPERATING COSTS; THE EXECUTION OF JOINT PURCHASE CONTRACTS OR SIMILAR AGREEMENTS ALONG WITH AFFILIATE(S); THE DISPOSITION OR PLEDGE OF ALL OR SUBSTANTIALLY ALL OF THE ORGANIZATION'S ASSETS (OTHER THAN A PLEDGE IN CONNECTION WITH AN ASSET OR FINANCING TRANSACTION); COMPENSATION OF OFFICERS, DIRECTORS AND ADVISORY COMMITTEE MEMBERS; AND APPROVAL OF CONTRACTS, AMENDMENTS, ETC. AFFECTING THE ORGANIZATION AND ONE OR MORE RELATED ENTITIES OR THE RESIDENTS OF THEIR COMMUNITIES. FORM 990, PART VI, SECTION B, LINE 11B HAS THE ORGANIZATION PROVIDED A COMPLETE COPY OF THIS FORM 990 TO ALL MEMBERS OF ITS GOVERNING BODY BEFORE FILING THE FORM? THE CHAIR OF THE AUDIT, INVESTMENT, AND TREASURY COMMITTEE APPOINTS THE REVIEWER OF THE FORM 990. ONCE THAT REVIEW IS COMPLETE, THE FULL BOARD IS GIVEN THE OPPORTUNITY TO REVIEW THE FINAL VERSION OF FORM 990 BEFORE IT IS FILED AND ASK QUESTIONS OF THE REVIEWER REGARDING THE FORM. FORM 990, PART VI, SECTION B, LINE 12C DID THE ORGANIZATION REGULARLY AND CONSISTENTLY MONITOR AND ENFORCE COMPLIANCE WITH THE POLICY? ALL DIRECTORS, OFFICERS, KEY EMPLOYEES, EMPLOYEES AND VOLUNTEERS IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER ASHBY PONDS, INC.'S AFFAIRS, COMMITTEE MEMBERS, PROSPECTIVE DIRECTORS, AND SENIOR STAFF PROVIDING SERVICES TO THE ORGANIZATION UNDER A MANAGEMENT AGREEMENT COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT ANNUALLY AND AS POTENTIAL CONFLICTS ARISE DURING THE YEAR. THE DIRECTOR CONFLICT OF INTEREST STATEMENTS ARE REVIEWED BY THE BOARD CHAIR. IF THE CONFLICT INVOLVES A COVERED EMPLOYEE, THE CHAIR DETERMINES WHETHER A CONFLICT EXISTS AND, IF SO, HOW IT IS TO BE HANDLED, OR THE CHAIR MAY REFER THE MATTER TO THE BOARD OF DIRECTORS FOR CONSIDERATION. FOR ALL OTHER CONFLICTS, THE BOARD OF DIRECTORS OR A COMMITTEE OF DISINTERESTED DIRECTORS WILL DETERMINE WHETHER A CONFLICT ACTUALLY EXISTS. A COVERED PERSON MAY NOT PARTICIPATE IN ANY DISCUSSION OR DEBATE BY THE BOARD BUT MAY ANSWER QUESTIONS OR PROVIDE CLARIFYING INFORMATION UNLESS ANY BOARD MEMBER OBJECTS. FORM 990, PART VI, SECTION B, LINE 15 DID THE PROCESS FOR DETERMINING COMPENSATION OF THE ORGANIZATION'S CEO, EXECUTIVE DIRECTOR, OR TOP MANAGEMENT OFFICIAL, OR OTHER OFFICERS OR KEY EMPLOYEES, INCLUDE A REVIEW AND APPROVAL BY INDEPENDENT PERSONS, COMPARABILITY DATA, AND CONTEMPORANEOUS SUBSTANTIATION OF THE DELIBERATION AND DECISION? THE BOARD HAS APPROVED A DIRECTORS' COMPENSATION POLICY WHICH ESTABLISHES THE PROCESS BY WHICH ALL DIRECTOR COMPENSATION IS DETERMINED. A REVIEW OF THE DIRECTORS' COMPENSATION IS CONDUCTED EACH FISCAL YEAR. AN INDEPENDENT COMPENSATION CONSULTANT IS PERIODICALLY RETAINED TO PERFORM AN ANALYSIS OF ASHBY PONDS, INC.'S COMPENSATION USING COMPARABLES OF BOTH FOR-PROFIT AND NON-PROFIT PEERS. A COMMITTEE OF THE NSC BOARD REVIEWS THE CONSULTANT'S REPORT AND MAKES A RECOMMENDATION TO THE ORGANIZATION AS TO APPROPRIATE COMPENSATION OF DIRECTORS. THE COMMITTEE OF THE NSC BOARD HAS ACCESS TO THE CONSULTANT'S REPORT AND AN OPPORTUNITY TO QUESTION THE CONSULTANT ABOUT THE PROCESS, METRICS, AND COMPARABLES THAT WERE USED IN DETERMINING THE RECOMMENDED COMPENSATION. THE BOARD THEN VOTES ON THE COMPENSATION RECOMMENDATIONS AND A CONTEMPORANEOUS RECORD IS MADE OF THE MEETING AND THE VOTE. NSC COMMISSIONED A COMPENSATION STUDY IN 2019. IT WAS APPROVED BY NSC ACTING AS THE SOLE MEMBER OF THE COMMUNITY ON JANUARY 30, 2020 FOR IMPLEMENTATION APRIL 1, 2020. COMPENSATION IS APPROACHED ON AN OVERALL BASIS AND THE TOTAL VALUE OF ALL FORMS OF COMPENSATION IS ESTABLISHED AND MONITORED. THERE IS A COMPREHENSIVE COMPENSATION REVIEW PERFORMED ANNUALLY FOR THE EXECUTIVE DIRECTOR AND OTHER KEY MANAGEMENT PERSONNEL. THE COMPENSATION IS REVIEWED, DOCUMENTED, AND APPROVED BY THE BOARD DURING THE BUDGET PROCESS. FORM 990, PART VI, SECTION C, LINE 19 DESCRIBE WHETHER (AND IF SO, HOW) THE ORGANIZATION MADE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC DURING THE TAX YEAR. THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND THE FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST TO REVIEW AT THE EXECUTIVE DIRECTOR'S OFFICE FOR THE SAME PERIOD OF DISCLOSURE AS SET FORTH IN SECTION 6104(D). FORM 990, PART VII, SECTION B: INDEPENDENT CONTRACTORS COMPENSATION. THE AMOUNT INCLUDED IN COLUMN (C) FOR ERICKSON SENIOR LIVING IS FOR PAYMENTS MADE FOR MANAGEMENT SERVICES AND THE DIRECT AND SHARED COSTS ALLOCATED TO THE COMMUNITY. DIRECT AND SHARED COSTS INCLUDE SALARIES AND BENEFITS FOR MANAGEMENT PERSONNEL, AND THE USE OF SERVICES SUCH AS FINANCE, LEGAL, HUMAN RESOURCES, INFORMATION SERVICES, AND OPERATIONS. FORM 990, PART VII, SECTION A: REPORTABLE COMPENSATION FROM THE ORGANIZATION AND FROM RELATED ORGANIZATIONS. THE COMPENSATION INCLUDED IN COLUMNS D AND E FOR THE BOARD DIRECTORS IS FOR SERVICES PERFORMED FOR THE FILING ORGANIZATION AND ALL RELATED ORGANIZATIONS INCLUDED ON SCHEDULE R, PART II. FORM 990, PART XI, LINE 9: REVERSAL OF PRIOR AMORTIZATION -39,566. CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 2,664,317. CAPITAL CONTRIBUTION TO RELATED ORGANIZATION -68,574. FORM 990, PART X, LINE 23 MORTGAGES AND OTHER NOTES PAYABLE THE WORKING CAPITAL LOAN AGREEMENT PROVIDES THAT THE ORGANIZATION'S PAYMENT OBLIGATION MAY BE DEFERRED WITHOUT PENALTY TO ALLOW THE ORGANIZATION TO MAINTAIN CERTAIN REQUIRED CASH ON HAND UNTIL SUCH TIME AS IT IS ABLE TO RESUME MAKING PAYMENTS ON THE LOAN AND MEET THE REQUIREMENTS FOR CASH RESERVES (IF PAYMENT WOULD CAUSE THE ORGANIZATION TO FALL BELOW REGULATORY REQUIREMENTS FOR CASH RESERVES). THERE WAS NO OUTSTANDING BALANCE ON THE WCLA LOAN AS OF DECEMBER 31, 2020 AND 2019, RESPECTIVELY. 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