ACKNOWLEDGEMENT
2014
I am a member of the Board of [_________________________]. I acknowledge that I have
read and will abide by the following governing documents (place an X to show your
agreement):
_____ I have received, read, understand and agree to comply with the ABHOW and
Cornerstone Conflict of Interest Policy. I understand ABHOW, Cornerstone and
their affiliates are charitable organizations and that in order to maintain their federal tax
exemption they must engage primarily in activities which accomplish one or more taxexempt purposes. I understand that if I have any conflicts arise during the course of the
year, I will declare them to the Board or committee on which I serve.
_____ I have reviewed and attached my completed Conflict of Interest Disclosure
Statement 2014.
_____ I have read and will abide by the ABHOW Code of Ethical Conduct.
_____ I have read the Board Member’s Statement of Commitment, and pledge to carry out
all the duties and responsibilities of my role.
Signature _______________________________________
Printed Name ____________________________________
Date ______________________, 2014
Director Acknowledgement 2014
Printed Name: ____________________________
CONFLICT OF INTEREST
DISCLOSURE STATEMENT 2014
This Disclosure Statement is to disclose relationships and transactions that (a) might cause a
conflict of interest under ABHOW and Cornerstone’s Conflict of Interest Policy, and (b)
require disclosure to the IRS. The existence of certain relationships and transactions is not in
and of itself cause for concern. Please refer to the Conflict of Interest Policy for definitions
not included here.
A. Family Relationships. Do you have a Family Relationship with an Interested Person?
 No.  Yes. If yes, please provide the name and relationship. _______________________
__________________________________________________________________________
__________________________________________________________________________
The definition of a “Family Relationship” includes the spouse, brothers and sisters (whether
whole or half-blood), children (whether natural or adopted), grandchildren, greatgrandchildren and spouses of brothers, sisters, children, grandchildren, and greatgrandchildren of an Interested Person.
B. Business Relationships. Do you have a Business Relationship with an Interested
Person?  No.  Yes. If yes, please provide the name and relationship. ________________
__________________________________________________________________________
__________________________________________________________________________
A “Business Relationship” exists when one Interested Person is employed by another
Interested Person in a sole proprietorship or by an organization with which the other is
associated as a board member, officer or key employee or when interested Persons are
involved in a Business Transaction.
C. Business Transactions involving ABHOW and Interested Persons. Are you
currently part of a Business Transaction with ABHOW?  No.  Yes. Do you have a Family
Relationship that is part of a Business Transaction with ABHOW?  No.  Yes. If yes to
either question, please describe.__________________________________________________
___________________________________________________________________________
__________________________________________________________________________
“Business Transactions” include but are not limited to contracts of sale, lease, license and
performance of services, whether compensated or not, and joint ventures.
D. Grants, Scholarships, Etc. Have you or has any person with whom you have a Family
Relationship received any grants, scholarships fellowships, internships, prizes, awards or
assistance, regardless of the amount or value, from ABHOW?  No.  Yes. If yes, please
provide the name and relationship and the type or form of such grants. __________________
__________________________________________________________________________
___________________________________________________________________________
Conflict of Interest Disclosure Statement
January 2014
CONFLICT OF INTEREST POLICY
Adopted by ABHOW February 19, 2010
Adopted by Cornerstone Affiliates February 18, 2010
Article I
Purpose
American Baptist Homes of the West and Cornerstone Affiliates adopted a Conflict of Interest
Policy to protect the interests of the organizations and their affiliated entities (collectively
“ABHOW”), and to report required information to the IRS. The policy is intended to
supplement but not replace any applicable state laws governing conflicts of interest applicable
to nonprofit and charitable corporations.
Article II
Definitions
1.
Interested Person. Any ABHOW Board Member, Officer or member of a committee
with Board-delegated powers who has a direct or indirect Financial Interest is an
Interested Person.
2.
Financial Interest. A person has a Financial Interest if the person has, directly or
indirectly, through business, investment or family:
a.
b.
c.
an ownership or investment interest in any entity with which ABHOW has a
transaction or arrangement, or
a compensation arrangement with any entity or individual with which ABHOW
has a transaction or arrangement, or
a potential ownership or investment interest in, or compensation arrangement with,
any entity or individual with which ABHOW is negotiating a transaction or
arrangement.
A Financial Interest is not necessarily a conflict of interest. Under Article III, Section 2,
a person who has a Financial Interest may have a conflict of interest only if the
appropriate Board or committee decides that a conflict of interest exists.
3.
Compensation. Compensation includes direct and indirect remuneration as well as gifts
or favors that are not insubstantial in nature.
Article III
Procedures
1.
Duty to Disclose. In connection with any actual or possible conflict of interest, an
Interested Person must disclose the existence of the Financial Interest and be given the
opportunity to disclose all material facts to the Board Members and members of
committees with Board-delegated powers considering the proposed transaction or
arrangement.
2.
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, the
Interested Person 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.
3.
Procedures for Addressing the Conflict of Interest
4.
a.
If a conflict of interest exists, the Interested Person may make a presentation at the
Board or committee meeting, but after the presentation, he or 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 Board Members
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.
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.
Conflict of Interest Disclosure Statement
January 2014
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.
Article IV
Record of Proceedings
The minutes of the Board and all committee with Board-delegated powers shall contain:
a.
the names of the Interested Persons who disclosed or otherwise were found to
have a Financial Interest in connection with an actual or possible conflict of
interest, the nature of the Financial Interest, any action taken to determine whether
a conflict of interest was present, and the Board’s or committee’s decision as to
whether a conflict of interest in fact existed; and
b.
The names of the persons who were present for discussions and votes relating to
the transaction or arrangement, the content of the discussion, including any
alternatives to the proposed transaction or arrangement, and a record of any votes
taken in connection therewith.
Article V
Annual Statements
Each Board Member, Officer and member of a committee with Board-delegated powers shall
annually sign a statement which affirms that such person:
a.
b.
c.
d.
has received a copy of the Conflicts of Interest Policy,
has read and understands the Policy,
has agreed to comply with the Policy, and
understands ABHOW is charitable organization and that in order to maintain its
federal tax exemption it must engage primarily in activities which accomplish one
or more of its tax-exempt purposes.
The annual statement shall request information from the Board Member, Officer or member
of a committee about Family Relationships, Business Relationships, Business Transactions
involving ABHOW and the Interested Person, and receipt of any grants or scholarships from
ABHOW. See the “Conflict of Interest Disclosure Statement.”
Article VI
Periodic Reviews
To ensure ABHOW operates in a manner consistent with charitable purposes and does not
engage in activities that could jeopardize it or its affiliates’ status as organizations exempt
from federal income tax, each governing board shall require that periodic reviews be
conducted. The periodic reviews shall, at a minimum, include the following subjects:
Conflict of Interest Disclosure Statement
January 2014
a.
b.
Whether compensation arrangements and benefits are reasonable, based on
competent survey information, and the result of arms’ length bargaining.
Whether partnerships, joint ventures arrangements, and arrangements with
management service organizations conform to written policies, are properly
recorded, reflect reasonable payments for goods and services, further ABHOW’s
charitable purposes and do not result in inurement, or impermissible private
benefit.
Article VII
Use of Outside Experts
In conducting the periodic reviews as provided for in Article VI, ABHOW may, but need not,
use outside advisors. If outside experts are used, their use shall not relieve the governing
board of its responsibility for ensuring periodic reviews are conducted.
Conflict of Interest Disclosure Statement
January 2014
CODE OF ETHICAL CONDUCT
ABHOW, Cornerstone Affiliates and their affiliated entities (collectively, “ABHOW”)
commit to practices, activities, decisions and organizational efforts based on lawful, prudent
conduct and in support of commonly accepted Judeo-Christian business and professional
ethics and practices.
Our ethical commitment is practiced through
 The ABHOW Foundational Documents
 Corporate Compliance
 Social Accountability
 Education of Stakeholders.
ABHOW expects its Board Members, Officers, team members and volunteers to perform in a
legal, honest and ethical manner as they conduct the affairs of the corporation and its
affiliates. We believe that ABHOW’s integrity is one of our greatest assets as a business
concern and, to that end, our Board Members, Officers, team members and volunteers are
held fully accountable for their behavior when acting in ABHOW’s name. We expect
ABHOW’s Board Members, Officers, team members and volunteers to resist the temptation
to gain financial advantages in an unfair or unethical way.
ABHOW encourages its Board Members, Officers, team members and volunteers who
become aware of dishonest or unethical business practices to report them to the Chief
Compliance Officer, S. Louise Rankin, at (925) 924-7139, or anonymously to the ABHOW
Corporate Compliance Hotline at (888) 740-4636. There will be no retribution against the
Board Members, Officers, team members and volunteers so reporting.
ABHOW Code of Ethical Conduct
January 2014
BOARD MEMBER’S
STATEMENT OF COMMITMENT
Each member of the Board of Directors of ABHOW and Cornerstone Affiliates, and each
member of the Board of Directors or Local Advisory Board of ABHOW’s affiliated entities
(each, a “Board Member”) is asked to recognize the important responsibility he or she
undertakes in serving as a Board Member, and is asked to personally pledge to carry out in a
trustworthy and diligent manner all the duties and obligations inherent in his or her role as a
Board Member. The term “ABHOW” means all of ABHOW’s or Cornerstone Affiliates’
affiliated entities. The term “Board” means the Board of Directors or Local Advisory Board
on which a Board Member serves.
Role
The primary role of a Board Member is to contribute to the development of ABHOW’s
mission and to participate in governing the implementation of that mission.
The secondary role is to fulfill the functions of office delineated in the bylaws of the Board
Member’s organization, which are incorporated in the Governance Manual or the Local Board
Manual. The implementation of this role is expressly limited to those activities and functions
not directly or indirectly delegated to management.
Responsibilities
Each Board Member will pledge each year to carry out the duties of a Board Member outlined
below with integrity, due care and a willingness to add value through his or her service. Each
Board Member will pledge:
1.
To establish as a high priority attendance at all meetings of the Board, committees
and task forces on which they serve, and to participate actively in the
accomplishment of their objectives.
2.
To be prepared to contribute to the discussion of issues and business addressed at
scheduled meetings, having read the agenda and all background support material
relevant to the meeting.
3.
To represent ABHOW and its affiliated organizations in a positive and
professional manner, and be an ambassador for the organization.
4.
To recognize that the Board Member may be asked to contribute the resources he
or she brings to the table, such as professional skills, expertise or financial
knowledge.
5.
To educate himself or herself on the senior living and health care issues of the day
through reading, attending seminars and workshops, and discussions with
management.
6.
To be a continual learner of the process of governance and to discover ways in
which participation on the Board can be of greater value to the organization.
7.
To maintain the highest ethical standards, disclose all potential conflicts of interest
between the position of Board Member and the Board Member’s personal or
professional life, and to act faithfully in a fiduciary position of trust for the sole
benefit and interests of those the Board serves, without personal gain.
8.
To protect “protected health information” (PHI), including medical, personal
and/or financial information relating to a resident, patient or team member of
ABHOW and its affiliates. PHI is considered strictly confidential and discussion
of this information should occur minimally, only as absolutely necessary. An
inquiry regarding anyone’s PHI should be referred to ABHOW’s Compliance
Officer or a community’s Executive Director, Health Care Administrator or
Director of Nursing.
9.
To maintain strict confidentiality of all business matters discussed at meetings of
the Board, disclosing to non-Board Members only such information as the Board
authorizes as appropriate for dissemination.
10.
To support in a positive manner actions taken by the Board even when the Board
Member is in a minority position and after he or she has voiced their opinion on
such actions.
11.
To attend and participate in the Board’s annual strategic planning retreat and one
Board education workshop for each term served.
These responsibilities are taken on by a Board Member as an indication of the Board
Member’s commitment to those whom the Board and organization serves, and as a
condition of membership on the Board. Failure to comply with the commitment and
responsibilities may result in suspension or termination of service as a Board Member.
Director’s Statement of Commitment
January 2014