!Form 99 0 Return of Organization Exempt From Income TaxUnder section 501(c ), 527, or 4947( a)(1) of the Internal Revenue Code (except black lung

Department of tle Treasury benefit trust or private foundati on)Internal Revenue Service ► The organization may have to use a copy of this return to satisfy state reporting requirements

A For the 2005 calendar year. or tax year beginning , 2005 , and ending

B Check if apptcable Please C Name of organization D Employer identification numberAddrein;change°a

use IRS LTHROP COMMUNITY, INC. 04 -2996627label or

Name change p ri nt or Number and street ( or P.O box if mail is not delivered to street address ) Room/suite E Telephone number

I ni tial rehan type

F in al returnsee

100 BASSETT BROOK DRIVE 413 586-0006SpecificAmended Instruc - City or town , state or count ry , and ZIP + 4 methhodurdmi; Cash X Accrual

' LlApplication ttons. FA STHAMPTON MA 01027 Omer sI,pending t PecdY) 10,F• Section 501 ( c)(3) organizations and 4947 ( a)(1) nonexempt charitable H and I are not applicable to section 527 organizations

trusts must attach a completed Schedule A (Form 990 or 990-EZ). H(a ) Is this a group return for affiliates?F-l Yes F-xl No

G Website: ► WWW.1 P THROP . ORG H ( b) If "Yes ," enter number of affiliates ►

J Organization type (check only one ) ► X 501(c ) ( 3 ) .4 (Inse rt no ) 4947 ( a)(1) or 527 H(c) Are all affiliates included? Yes No(If "No," attach a list See Instructions

K Check here 1111'. If the orga nization ' s gross receipts are normally not more than $ 25,000 Th e H(d ) Is this a separate return Red by anorganization need not file a return with the IRS , but if the organization chooses to file a return, be organizat io n covered by a group ruling? Yes X No

sure to file a complete return Some states require a complete return . I Group Exemption Number ►

M Check ► if the organization is not required

L Gross receipts Add tines 6b , 8b, 9b , and 1 Ob to line 12 ► 3,747,256. to attach Sch B (Form 990, 990-EZ, or 990-PF)

JjMn Revenue , Expenses , and Changes in Net Assets or Fund Balances (See the tnstuctlons1 Contributions , gifts, grants , and similar amounts received

a Direct public support . . . . . . . . . . . . . . . . . . . . . . . 1 a 124,121.b Indirect public support . . . . . . . . . . . . . . . . . . . . . . 1 b

c Government contributions (grants) . . . . . . . . . . . . . . . . 1 c

d Total ( add lines la th rough lc ) (cash $ 69 , 188. noncash $ 54,933.) 1 d 124 121.2 Program service revenue including government fees and contracts (from Part VII , line 93) . . . 2 3,545,913

3 Membership dues and assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

4 Interest on savings and tempora ry cash investments . . . . . . . . . . . . . . . . . . . . . . . . 4 18,147 .

5 Dividends and interest from securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 26,304

6a Gross rents 6a�'Ob Less rental expenses 6 b

c Net rental income or ( loss) (subtract line 6b from line 6a) , _ 6c7 Other investment income (descnbe ► 7

> 8 a Gross amount from sales of assets other ( A) Secu rities ( B) Otherar

than inventory ,,,,,,,,,,,,,, 8ab Less cost or other basis and sales expenses. 8 bc Gain or ( loss) (a ttach schedule) , , , , , , , 8cd Net gain or ( loss) (combine line 8c , columns (A) and ( B)) . . . . . . . . . . . . . . . . . . . 8d

,9 Special events and_activrtlesr h schedule ) If any amount is from gaming , check here ►

a Qr6sS-revqn% lepc ig of

ntrlb ons-re ed on line 9a

b ssdlrect exp rises h cp�I dralsing expenses , , , , , , , 9 b

o f (I s$r Spec Fi eats (subtract line 9b from line 9a) . • • • • • • • • • • • • • • •C Ne 9c11

oa10 a Gte�s ales of in sirturns and allowances . . . . . ..0bb Le>s .cot s 9,�•U,

c Grd�ss prof oss•)-"from sales of inventory (att ach schedule ) ( subtract line 10b from line 10a) . . . . Loc11 Other revenue (from Pa rt VII , line 103) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

--11 32,771.

................12 Total revenue add lines 1d 2 3 4 5 6c, 7 8d 9c 10c and 11 • 12 3,747,256 .

13 Program services (from line 44 , column (B)) . . . . . . ... . . . . . . . .. . . . . . . . . . . . 13 3,109,571 .

14 Management and general (from line 44, column (C)) . . . . . . . . . . . . . . . . . . . . . . . . . 14 .559,147

a 15 Fundraising (from line 44 , column ( D)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 NONEW 16 Payments to affiliates (a ttach schedule) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

.........................17 Total expenses (add lines 16 and 44, column A)). 17 3,668,718

'" 18 Excess or (deficit ) for the year (subtract line 17 from line 12) . 18 78,538.40y 19 Net assets or fund balances at beginning of year (from line 73, column (A)) . . . . . . . . . . . . . . 19 -2,562,851.

20 Other changes in net assets or fund balances (attach explanation) . . . . . . . . . . . . . STMT. I . 20 -73,935.

Z 21 Net assets or fund balances at end of year (combine lines 18, 19 , and 20) • • • • • • • • • • • • • • • 21 -2,558,248.For Privacy Act and Paperwork Reduction Act Notice , see the separate instructions.

JSA5E 1010 2 000

Form 990 (2005)

10

Form 990.(2005) Page 2

Statement of All organizations must complete column (A) Columns (B), (C), and (D) are required for section 501(c)(3) and (4)Functional Expenses organizations and section 4947(a)(1) nonexempt charitable trusts but optional for others (See the in s tructions)

Do not :-iclude amounts reported on line6b 8b 96 106 or 16 of Part I (A) Total (B) Program

services(C) Management

and general (D) Fundraising

22 Grants and allocations (attach schedule)

(cash S noncash S )If this amount includes foreign grants,check here

22..

`'%%" .. ..... ,

;Nc • s-lt

23 Specific assistance to individuals (attach.schedule) . . . . 23

`

24 Benefits paid to or for members (attachschedule) . . . 24

f#'

± ............i%s., �..,,....,..,.,,.......,,.,.. . . . . . . . . . . .25 Compensation of officers, directors, etc 25 132 500. 132 500.26 Other salaries and wages , , , 26 994 304. 876 879. 117 425.27 Pension plan contributions 27 26,058. 16 560. 7,498., ,28 Other employee benefits . . . . .. 28 103 607. 80,814. 22,793.29 Payroll taxes 29 131 684. 102 714. 28,970.30 Professional fundraising fees 3031 Accounting fees , , , , , , , , , , 31 20,338. 20,338., ,32 Legal fees , , , , , , , , , , , 32 764. 764.33 Supplies . . . . . . . . . . . . . .. 3334 Telephone . . . . . . . . . . . . . . 3435 Postage and shipping . . . . . . .. 3536 Occupancy,,, ,,,,,,, 36 424 612. 422 060. 2,552.,37 Equipment rental and maintenance, 3738 Printing and publications .. . , . . 3839 Travel . . . . . . . . . . . . . . 39 16,595. 13,054. 3,541.40 Conferences, conventions, and meetings 40 9,679. 9,679.41 Interest . . . . . . . . . .. . . . . .

.

41 261, 659. 261,659.42 Depreciation, depletion, etc (attach schedule) 42 769 581. 769 581.43 Other expenses not covered above (itemize)

a STMT 2 - - - - - - - - -- - -----3a 777 337. 569 250. 213,087.- - - - - - - - --

b 3b--------------------------

c 3cd 43de 43ef 3f--------------------------

g g--------------------------

44 Total functional expenses . Add lines 22through 43 (Organizations completingcolumns (B) (D), carry these totals to lines13-15) . . . . . . . . . . . . . . . . . . . 4 ,668,718. ,109,571. 59,147. ONE

Joint Costs . Check ► if you are following SOP 98-2Are any joint costs from a combined educational campaign and fundraising solicitation reported in (B) Program services? 11111. Yes ❑ NoIf "Yes," enter ( i) the aggregate amount of these joint costs $ , ( ii) the amount allocated to Program se rvices $(iii) the amount allocated to Management and general $ , and (iv) the amount allocated to Fundraising $

Form 990 (2005)

JSA5E1020 2 000

,Form 990 (2005) Page 3Statement of Program Service Accomplishments (See the instructions.)

Form 990 is available for public inspection and, for some people, serves as the primary or sole source of information about aparticular organization How the public perceives an organization in such cases may be determined by the information presentedon its return Therefore, please make sure the return is complete and accurate and fully describes, in Part III, the organization'sprograms and accomplishmentsWtAlloforg

at is the organization's primary exempt purpose? ►HOUSINGFOR THE ELDERLY Program Serviceorganizations must describe their exempt purpose achievements in a clear and concise manner State the number---------------------------------------

Expenses(Required for 501(c)(3) and

;lients served, publications issued, etc Discuss achievements that are not measurable (Section 501(c)(3) and (4) (4) orgs, and 4947(a)(1)anizations and 4947(a)(1) nonexempt charitable trusts must also enter the amount of grants and allocations to others ) otherstrusts, tonal forbut

others

SALES,_MAINTENANCE-OF_ RESIDENTIAL -UNITS, - MAINTENANCE OF--------------------COMMON-AREAS,_RESALE_FOR_RESIDENTS,_AND-ACTIVITIES----------------------------------------------------------------------------------------------------------------------------------------- --- ------------------------------------------------------------------------------------------------------------------------------------------------------------------(Grants and allocations $ NONE ) If this amount includes foreign grants, check here ► ,109,571.----------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------(Grants and allocations $ ) If this amount includes foreign grants, check here ►

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------(Grants and allocations $ ) If this amount includes foreign grants, check here ►

---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------(Grants and allocations $ ) If this amount includes foreign grants, check here ►

Other program services (attach schedule)(Grants and allocations $ ) If this amount includes foreign grants, check here ►

f Total of Program Service Expenses (should equal line 44, column (B), Program services), . ► 3,109, 571.Form 990 (2005)

JSA5E1021 1 000

,Form 990 G2005) Page 4

Balance Sheets (See the instructions.)Note : Where required , attached schedules and amounts within the description (A) (B)

column should be for end-of-year amounts only Beg i nn i ng of year End of year

45 Cash - non-interest-bea ring .. . . . . . . . . .. . . . . . . . .. . . . . 790. 45 790,46 Savings and tempora ry cash investments , , , , , , , , , , , , , , , , , , , , 1 137 644 . 46 1,846,277.

47a Accounts receivable . . . . .. . . . . . . . . . 47a 14, 392b Less allowance for doubtful accounts , , , , , , 47b 10 853 . 47c 14,392,

48a Pledges receivable . . . . . .. . . . . . . . . . 48a 35,546.b Less allowance for doubtful accounts . . , . . , 48b 49 285. 48c 35,546 .

49 Grants receivable . . . . . . .. . . . . . . . . .. . . .. . . .. . . . . . . 4950 Receivables from officers , directors , trustees , and key employees

(a ttach schedule ) . . . . . . 5051a Other notes and loans receivable (attach

schedule) . . . . . . . . . . . . . . . . . . . . . 151a NONy b Less allowance for doubtful accounts , , . . 51 b 125,000. 51c NONE, 52 Inventories for sale or use . . . . . . . . . . . . . . . . . . . . .. . . . . . 52

53 Prepaid expenses and deferred charges . . . . .. . . .. . . . 31 843. 53 39,462.54 Investments - securities ( attach schedule ) , . . , . , ► Cost Xj FMV 134 700. 54 .538,16555a Investments - land, bu il dings, and

equipment basis . . . . . . .. . . . . . . . . . 55ab Less accumulated depreciation (attach

schedule ) . , . . . 55b 55c56 Investments - other ( attach schedule) . . . . . . . . . . . . . . . . . 5657a Land , bu il dings , and equipment. basis . . . . . _ 57a 29,369,435

b Less accumulated depreciation (attachschedule ) . . . . . . . . . . . . . . . . . . . . . . 57b 8,353,808 21 574 556. 57c 21 015 627.

58 Other assets (descnbe ► STMT 3 ) 92,938. 58 699,278

59 Total assets ( must equal line 74) Add lines 45 through 58 . . . . . . • . . 23 157 609 . 59 24,189,537.60 Accounts payable and accrued expenses , , , , , , , , , , , , , , , , , , , , 148,581. 60 329 512.61 Grants payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6162 Deferred revenue . .. . . . . . . . .. . . . . . . . . . . . ... .. . . . ..

.

476 688 . 62 21,127,0 8.d 63 Loans from officers , directors , trustees , and key employees (attach

schedule ) . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .. 6364a Tax-exempt bond liabilities ( a ttach schedule) . . . . . .. . .. . . . . . . . 64a

J b Mortgages and other notes attach schedulepayable ( ) . . . . . . . . . . . 914 516.3, 64b 4 158 966.65 Other liab il ities ( descri be STMT 4 ) 180 675. 65 1 132 219 .

66 Total liabili ti es . Add lines 60 through 65 5, 720, 460 . 66 26, 747, 785 .Organizations that follow SFAS 117, check here and complete lines

.

67 through 69 and lines 73 and 7467 Unrestricted . . . . . . . . . . .. . . . . . . . . . . . . . . . . 2 734 217. 67 -2,745,335.

U 68 Temporaril y restricted . . . . . . . . . . . . . . . .. . . . . . . . . . . . 171 366. 68 187 087.69 Permanently restricted . . .. . . . . . . . . . . ... . .. . . . . . 69

mOrganizations that do not follow SFAS 117 , check here ►❑ and

complete lines 70 through 74U.0 70 Capital stock , trust principal , or current funds , 70

71 Paid - in or capital surplus , or land , building, and equipment fund , , , , , , , . 7172 Retained earnings , endowment , accumulated income , or other funds , , , , . 72

a 73 Total net assets or fund balances ( add lines 67 through 69 or linesZ 70 through 72,

column (A) must equal line 1 9 , column ( B) must equal line 2 1 ) . .. . . . . - 2 562 851. 73 .-2,558,24874 Total liabilities and net assets/fund balances . Add lines 66 and 73 23 157 609. 74 24,189,537.

Form 990 (2005)

JSA

5E1030 1 000

,Form 990,42005) Page 5JiMIM Reconciliation of Revenue per Audited Financial Statements With Revenue per Return (See the

insfructions.)

a Total revenue, gains , and other support per audited financial statements . . . . . . .. . . . . . . . .. . . . a 3 760, 2B4.b Amounts included on line a but not on Part I, line 12.1 Net unrealized gains on investments . . . . . . . . . . . .. . . . . . . . . . . . . b12 Donated services and use of facilities . . . . . . . . . . . ... . . . . . . . . . . b23 Recoveries of prior year grants . . . . . . . . . . . . . . . ... . .. . . . . . . b34 Other (specify).---------------------------------------------

------------------------------------------------------- b4

Add lines b1 through b4 . . . . . . . . . . .. . . . . . .. . . . . . . . . . . . . .. . . . . . . . . . . . . bc Subtract line b from line a . . . . . . . . . .. . . . . . .. . . . . . . . . . . . . ... . . . . . . . . . . . c 3,760,284.d Amounts included on Part I, line 12, but not on line a:1 Investment expenses not included on Part I, line 6b . . . . .. . . . . . . . . . . . d12 Other (specify) __ SEE STATEMENT 5 ___________________________

----------------------------------------------------- d 2 -13,028.

Add lines d1 and d2 . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .. . . . . . . . .. . . I d -13,028.e Total revenue Pa rt I line 12) Add lines c and d . . . ► e 3,747,256.

Reconciliation of Expenses per Audited Financial Statements With Expenses per Return

a Total expenses and losses per audited financial statements .. . . . . . . . . . . . . .. . . . . . . . . . . . a 3.706.769.b Amounts included on line a but not on Part I, line 17I Donated services and use of faciliti es b1. . . . .. . . . . . .. . . . . . . . . . . . .

orted on Part I line 202 Prior ear ad ustments re b2. . . . .. . . . . . . . . . . . .,y j p3 Losses re line 20orted on Part I b3 25,023.. . . . . . . . . . . . .. .. . . . . . . . . .p ,4 Other (specify) _ -SEE STATEMENT 6---------------------------

-------------------------------------------------- - b4 13,028.- ---h b4Add lines b1 throu b 38,051.. . . .. . . .. . . . . . . . . . .. . . . . . . . . . . . .. . . . . . . . . . . .g

C Subtract line b from line a c 3,668,718.. .. . . ... .. . . . . . ... . . . . . . . . . . . .. . . . . . . . . . .d Amounts included on Part I, line 17, but not on line a:1 Investment expenses not included on Part I, line 6b . . . .. .. .. . . . . . . . . d1

2 Other (specify)----------------------------------------------d2-------------------------------------------------------

Add lines d1 and d2 d. . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .e Total expenses (Pa rt I, line 17) Add lines c and d . . . . . .. . . . . . . . . . . . ... . . . . . . . . . . ► e 3 668, 718.

Current Officers , Directors , Trustees , and Key Employees (List each person who was an officer, director, trustee,or kev emolovee at any time during the year even if they were not compensated ) (See the instructions.)

(A) Name and address(B)

tie and average hours peweek devoted to postbon

(C) Compensation( If not paid, enter

4l,-.

(0) Contrib ut ions to empbyeebenefit pins & deferredcompensation plans

(E) Expense accountand other allowances

ELISABETH WEISSBACH ______________________GRANBY, MA 01033

EXECUTIVE DI

0

RECTOR

132 500. 14,564. NONESEE ATTACHED _____________________________ HOUR PER W

ER PERSONEK

NONE NONE NONE

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Form 990 (2005)

JSA5E1040 1 000

. Form 990 (2005) Page 6

JjEMM Current Officers , Directors , Trustees , and Key Employees (continued) Yes No

75a Enter the total number of officers, directors, and trustees permitted to vote on organization business at board f##' rmeetings . . . . . . . . . . . . . . . . . . . . . .. . . . ... . .. . . . . . . . . . . ► 18--------------

b Are any officers, directors, trustees, or key employees listed in Form 990, Part V-A or highest compensatedemployees listed in Schedule A, Part I, or highest compensated professional and other independentcontractors listed in Schedule A, Part II-A or II-B, related to each other through family or businessrelationships? If "Yes," attach a statement that identifies the individuals and explains the relationship(s) sue. 7 . 75b X

c Do any officers, directors, trustees, or key employees listed in From 990, Part V-A, or highest compensatedemployees listed in Schedule A, Part I, or highest compensated professional and other independentcontractors listed in Schedule A, Part II-A or II-B, receive compensation from any other organizations, whethertax exempt or taxable, that are related to this organization through common supervision or common control?Note . Related organizations include section 509(a)(3) supporting organizations 75c x

If "Yes," attach a statement that identifies the individuals, explains the relationship between this organization andthe other organization(s), and describes the compensation arrangements, including amounts paid to eachIndividual by each related organizati on

d Does the organization have a written conflict of interest policy? 75d XFormer Officers, Directors , Trustees , and Key Employees That Received Compensation or Other Benefits(If any former officer, director, trustee, or key employee received compensation or other benefits (described below) duringthe year, list that person below and enter the amount of compensation or other benefits in the appropriate column See theinstructions )

(A) Name and address (B) Loans and Advances (C) Compensation(D) Contributions to employee

benefit plans & deferredcompensation plans

(E) Expenseaccount and other

allowances

----- No rv_-- ------------------------------

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■:� utner tntormation (.gee the instructions.

76 Did the organization engage in any activity not previously reported to the IRS? If "Yes," attach a detaileddescription of each activity . . . . . . . . . . . . .. . . . .. . . .. . . . . . . . . . . .. . . . . . . . . . . . . .

77 Were any changes made in the organizing or governing documents but not reported to the IRS? . . . . . . . . . .If "Yes ," attach a conformed copy of the changes.

78a Did the organization have unrelated business gross incomethis return?. . . . . .. . . . . . . . . . . . . . . .. . . . . .

b If "Yes ," has it filed a tax return on Form 990 -T for this yeah . .

79 Was there a liquidation , dissolution , termination , or substana statement ....................... ... .

80a Is the organization related ( other than by associa ti on withcommon membership , governing bodies , trustees , officeorganization? . . .

b If "Yes," enter th e name of the organizati on jo. -01p►-----------------------------------------------

81a Enter direct and indirect political expenditures ( See line 81 inb Did the organization file Form 1120-POL for this veal? . . . . . .

Yes I No

JSA5E1042 1 000

Form 990 (2005) Pa e 7EF-TiATAt Other Information (continued) Yes No82a Did the organization, receive donated services or the use of materials, equipment, or facilities at no charge

or at substantially less than fair rental value? , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , 82a Xb If "Yes," you may indicate the value of these items here Do not include this amountas revenue in Part I or as an expense in Part II. (See instructions in Part III) . . . . . . . . . . . . . 82b N/A

83a Did the organization comply with the public inspection requirements for returns and exemption applications? , , , , , , , , , , , , , 83a K

b Did the organization comply with the disclosure requirements relating to quid pro quo contributions? , , , , , , , , , , , , , , , , , 83b K

84 a Did the organization solicit any contributions or gifts that were not tax deductible? 84a K

b If "Yes," did the organization include with every solicitation an express statement that such contributionsor gifts were not tax deductible? , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , 84b N

85 501(c)(4), (5), or (6) organizations a Were substantially all dues nondeductible by members? . . . . . . . . . . . . . . . . . 85a N/

b Did the organization make only in-house lobbying expenditures of $2,000 or less? 85b NIIf "Yes" was answered to either 85a or 85b, do not complete 85c through 85h below unless the organizationreceived a waiver for proxy tax owed for the pnor year

c Dues, assessments, and similar amounts from members 85c N/Ad Section 162(e) lobbying and political expenditures . . . . . . . . . . . . . . . . . . . . . . . . 85d N/Ae Aggregate nondeductible amount of section 6033(e)(1)(A) dues notices . . . . . . . . . . . . . . 85e N/Af Taxable amount of lobbying and political expenditures (line 85d less 85e) , , . . . . _ , . 85f N/Ag Does the organization elect to pay the section 6033(e) tax on the amount on line 85f? , , , , , , , , , , , , , , , , , , , , , , , , 85g ... NiIn If section 6033(e)(1)(A) dues notices were sent, does the organization agree to add the amount on line 85f to its reasonable

..

estimate of dues allocable to nondeductible lobbying and political expenditures for the following tax year?, , , , , , , , , , , , , 85h N

86 501(c)(7) orgs. Enter a Initiation fees and capital contributions included on line 12 . . . . . . . , . . 86a N/Ab Gross receipts, included on line 12, for public use of club facilities , , , , , , , , , , , , , , , , , , 86b N/A

87 501(c)(12) orgs Enter a Gross income from members or shareholders . . . . . . 87a N/Ab Gross income from other sources. (Do not net amounts due or paid to other

sources against amounts due or received from them) . . . . . . . . . . . . . . . . . . . . . . . . 87b, N/A88 At any time during the year, did the organization own a 50% or greater interest in a taxable corporation or

partnership, or an entity disregarded as separate from the organization under Regulations sections

301 7701-2 and 301 7701-3' If "Yes," complete Part IX ....................................... 88 K

89a 501(c)(3) organizations Enter Amount of tax imposed on the organization during the year undersection 4911 ► NONE , section 4912 ► NONE , section 4955 ► NONE

b 501(c)(3) and 501(c)(4) orgs Did the organization engage in any section 4958 excess benefit transactionduring the year or did it become aware of an excess benefit transaction from a prior year? If "Yes," attach

a statement explaining each transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89b X

c Enter: Amount of tax imposed on the organization managers or disqualified persons during the year undersections 4912, 4955, and 4958 ,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ► NONE

d Enter Amount of tax on line 89c, above, reimbursed by the organization ► NONE. . . . . . . .

90 a List the states with which a copy of this return is filed ► MA,

b Number of employees employed in the pay period that includes March 12, 2005 (See instructions) , , , , , , , , , , , , , , , , , , 90b 1 45

91 a The books are in care of ► ELAINE COOPER, CFO Telephone no ► (413) 5 86-0 006Locatedat► 100 BASSETT BROOK DRIVE EASTHAMPTON, MA ZIP+4 ► 01027

b At any time during the calendar year , did the organization have an interest in or a signature or other authority over Yes No

a financial account in a foreign count ry ( such as a bank account , securities account , or other financial account)'? . . . . . . . . . . . . 11b X

If "Yes ," enter the name of the foreign country ► ___________________________________________________

See the instructions for exceptions and filing requirements for Form TD F 90-22 . 1, Repo rt of Foreign Bankand Financial Accounts.

c At any time during the calendar year , did the organization maintain an office outside of the United States ' . . . . . . . . . . . . . . . 91 c X

If "Yes," enter the name of the foreign country ► ___________________________________________________92 Section 4947(a)(1) nonexempt charitable trusts filing Form 990 in lieu of Form 1041 - Check here , , , , , , , , _ , , . . , , , , , ►

and enter the amount of tax -exempt interest received or accrued dunng the tax year . . . . . . . . . . . . . . . . ► 1 92 1 N/A

Form 990 (2005)

JSA5E1041 2 000

Form 990

Note- Enter gross aMounts unless otherwiseindicated.

93 Program service revenue-

a RESIDENT FEES

to AMORT OF ENT FEESc RENTAL REVENUEd .HEALTH SERVICESeIf Medicare/Medicaid payments . . . . . . . .

g Fees and contracts from government agencies ,

94 Membership dues and assessments , , ,

95 interest on savings and tempora ry cash investments96 Dividends and interest from secunties97 Net rental income or (loss) from real estate

a debt-financed property . . . . . . . . .

b not debt-financed property . . . . . . .

98 Net rental income or (loss ) from personal p ro perty . .99 Other investment income . . . . . . . .

100 Gain or ( loss) from sales of assets other than invento ry

101 Net income or (loss) from special events102 Gross profit or (loss) from sales of inventory103 Other revenue a

b -OTHER REVENUEc LOSS ON DISPOSALd -OF ASSETSe

8

Unrelated business income Excluded by section 512, 513, or 514 (E)

(A) (B) (C) (D )Related or

exempt functionBus iness code Amount Exclusion code Amountincome

2.703.043.

967.

14

45.799.

104 Subtotal (add columns ( B), (D), and (E)) . . I___._I 1 31,423.1 3,591,712.105 Total (add line 104 , columns ( B), (D), and (E)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ► 3, 623, 135.Note : Line 105 plus line Id, Part 1, should equal the amount on line 12. Part

Relationship of Activities to the Accomplishment of Exempt Purposes (See the instructions.)

Line No.y

Explain how each activity for which income is reported in column (E) of Part VII contnbuted importantly to the accomplishmentof the organization's exempt purposes (other than by providing funds for such purposes)

93 A FEES FROM RESIDENTS TO SUPPORT MAINTENANCE OF GROUNDS AND-D & BUILDINGS, COMMON AREA EXPENSES IN HOMES DESIGNED FOR PEOPLE103B AGE 55 OR OLDER, AND RESIDENT SERVICES AND ACTIVITIES.

■F.TimIPI Information Reaardina Taxable Subsidiaries and Disregarded Entities /Stop tha inctriirtinn.e) L1191(A)

Name, address, and EIN of corporation,partnership, or disregarded entity

(B)Percentage of

ownership interest

(C)Nature of activities

(D)Total Income

E,End-ct-year

assetso�

o�

o�

%tnrormatton rcegaraing t ransrers Associates wtin versional IseneTtt L:ontracts (Jee me Instructions.)

(a) Did the organization , during the year , receive any funds, directly or indirectly, to pay premiums on a personal benefi t contract? , , , , , . .

H

Yes x No

(b) Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? Yes x{ NoNote : If "Yes" to (b), file Form 8870 and Form 4720 (see instructions).

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledgeand belief , it is true , correct , and complete Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge

Please1 x 6Sign Signature of officer DateHere ' ,) 14-. C )A

Type or print name and title

Prepare r s Date Check If Preparers SSN or PT1N (See Gen Inst. wJ

Paid sl nature' serc- ►g / L v employedPreparer's Firm' s name (or yours LESTER HALPERN MPANY P.C. EIN ► 04-2653334Use Only if self-employed), 14 BOBALA ROAD I Phone

address, and ZIP+4 HOLYOKE. MA 01040 no ► 413-536-3970Form 990 (2005)Js

5E1050 1 000

SCHEDULE A(Form 990 or 990-EZ)

Department of-the TreasuryInternal Revenue Service

Name of the organization

Organization Exempt Under Section 501(c)(3)(Except Private Foundation) and Section 501(e), 501(f), 501(k), 501(n),

or 4947(a)(1) Nonexempt Charitable TrustSupplementary Information - (See separate instructions.)

► MUST be completed by the above organizations and attached to their Form 990 or 990-EZ

OMB No 1545-0047

2005COMMUNITY, INC. 1 04-2996627

jjj� Compensation of the Five Highest Paid Employees Other Than Officers , Directors , and Trustees(See page 1 of the instructions. List each one. If there are none, enter "None.")

(a) Name and address of each employee paid morethan $50 , 000

( b) Title and average hoursper week devoted to position (c) Compensation

( d) Contributions toemployee benefit plans &deferred compensation

(e) Expenseaccount and other

allowances

----------------------------------SEE STATEMENT B

----------------------------------

----------------------------------

----------------------------------

----------------------------------

Total number of other employees paid over $50,000 . . ► 1' Compensation of the Five Hiahest Paid Independent Contractors for Professional Services

(S ee page 2 of the instructi ons. List each one (whether individuals or firms). If there are none, enter "None.")(a) Name and address of each independent contractor paid more than $50,000 (b) Type of service (c) Compensation

------------------------------------------------SEE STATEMENT 9

------------------------------------------------

------------------------------------------------

------------------------------------------------

------------------------------------------------

Total number of others receiving over $50,000 forprofessional services • ► NONE

Compensation of the Five Highest Paid Independent Contractors for Other Services(List each contractor who performed services other than professional services, whether individuals orfirms. If there are none, enter "None." See page 2 of the instructi ons.)

(a) Name and address of each independent contractor paid more than $50 , 000 (b ) Type of service (c) Compensation

------------------------------------------------SEE STATEMENT 10

------------------------------------------------

------------------------------------------------

------------------------------------------------

-------------------------------------------------

Total number of other contractors receiving over$50,000 for other services ► NONE

For Paperwork Reduction Act Notice, see the Instructions for Form 990 and Form 990-EZ. Schedule A (Form 990 or 990-F2) 2005

JSA

5E1210 1 000

' Schedule A (Form 990 or 990-EZ) 2005

1

2

a

b

c

d

e

3a

b

c

4a

b

3111 Statements About Activities (See page 2 of the instructions.)During, the year, has the organization attempted to influence national , state, or local legislation , including anyattempt to influence public opinion on a legislative matter or referendum? If "Yes," enter the total expenses paidor incurred in connection with the lobbying activities ► $ NONE ( Must equal amounts on line 38,Part VI-A, or line i of Part VI-B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Organizations that made an election under section 501 ( h) by filing Form 5768 must complete Pa rt VI-A Otherorganizations checking "Yes" must complete Part VI-B AND attach a statement giving a detailed description ofthe lobbying activities

During the year , has the organization , either directly or indirectly , engaged in any of the following acts with anysubstantial contributors , trustees, directors , officers , creators, key employees , or members of their fam il ies, orwith any taxable organization with which any such person is affiliated as an officer , director , trustee , majorityowner , or principal beneficiary? (If the answer to any question is "Yes,' a ttach a detailed statement explaining thetransactions )

Sale, exchange , or teasing of property's . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Lending of money or other extension of credit? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Furnishing of goods , services, or fac il ities? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $TMT . 11.Payment of compensation ( or payment or reimbursement of expenses if more than $1 ,000)? . . . . . . . . . . . . $TMT . 12Transfer of any pa rt of its income or assets? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Do you make grants for scholarships , fellowships , student loans , etc ? (If "Yes ," a tt ach an explanation of howyou determine that recipients qualify to receive payments ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Do you have a section 403 ( b) annuity plan for your employees? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .During the year , did the organization receive a contribution of qualified real property interest under section 170(h)? . . . . . . .Did you maintain any separate account for pa rt icipating donors where donors have the right to provide advice onthe use or dist ri bution of funds ' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Do you provide credit counseling , debt management, credit repair , or debt negotiation services? . . . . . . . . . . . . . . . .

1

2a

2b

2c

2d

2e

3a

3b

4b

Page 2

Yes No

Reason for Non-Private Foundation Status (See pages 3 through 6 of the instructions)

The or anization is not a private foundation because it is ( Please check only ONE applicable box.)

5 A church , convention of churches , or association of churches Section 170(b)(1)(A)(l).

6 A school Section 170(b )(1)(A)(ll) (Also complete Pa rt V )

7 A hospital or a cooperative hospital se rv ice organization Section 170(b)(1)(A)(111)

8 A Federal , state, or local government or governmental unit Section 170( b)(1)(A)(v)

9 A medical research organization operated in conjunction with a hospital Section 170( b)(1)(A)(ui ) Enter the hospital ' s name, city,and state ►__________________

-----------------------------------------------------------10 An organization operated for the benefit of a college or university owned or operated by a governmental unit. Section 170(b)(1)(A)(iv)

(Also complete the Support Schedule in Pa rt IV-A )

11 a E1 An organization that normally receives a substantial pa rt of its suppo rt from a governmental unit or from the general public Section170(b)( 1)(A)(vi) (Also complete the Support Schedule in Part IV-A )

lib A community trust Section 170(b)(1)(A)(vi) (Also complete the Suppo rt Schedule in Part IV-A )12 X An organization that normally receives (1) more than 33 113% of its suppo rt from contributions , membership fees , and gross

receipts from activities related to its charitable , etc , functions - subject to certain exceptions , and (2) no more than 33 1/3% ofits suppo rt from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquiredby the organization after June 30, 1975 See section 509 (a)(2) (Also complete the Suppo rt Schedule in Part IV-A )

13 0 An organization that is not controlled by any disqualified persons ( other than foundation managers) and supports organizationsdescribed in, (1) lines 5 through 12 above , or (2) section 501(c )( 4), (5), or ( 6), if they meet the test of section 509(a)(2) Checkthe box that describes the type of support ing organization ► nType 1 n Type 2 n Type 3

Provide the following information about the suppo rt ed organizations (See page 6 of the instructions )

(a) Name(s) of supported organization (s) I (b) Line numberfrom above

14 F]An organization organized and operated to test for public safety. Section 509(a)(4) (See page 6 of the instructions )Schedule A (Form 990 or 990-a) 2005

,1SA

5E1220 1 000

Schedule A ( Form 990 or 990-EZ) 2005 Page 3' Suppo rt Schedule (Complete only if you checked a box on line 10, 11, or 12) Use cash method of accounting.

Note : You may use the worksheet in the instructions for converting from the accrual to the cash method of accountinaCalendar year (or fiscal year beginning in ) ► (a) 2004 (b) 2003 (c) 2002 (d) 2001 (e) Total15 Gifts , grants , and contributions received (Do

not include unusual grants See line 28 ) 143 454. 19,255. 25,939. 109 437. 293 085.16 Membership fees received , NONE17 Gross receipts from admissions , merchandise

sold or se rvices performed, or furnishing offacilities in any activity that is related to the

organization ' s charitable , etc , purpose 3,354,710. 3,115,733. 2,476.757. 2,340,255. 11 287 455.18 Gross income from interest , dividends,

amounts received from payments on secunties

loans ( section 512 (a)(5)), rents , royalties, andunrelated business taxable income (lesssection 511 taxes) from businesses acquiredby the organization after June 30, 1975 19 327. 17,080. 8.585. 5,221. 50,213.

19 Net income from unrelated business

activities not included in line 18 . . . . . . . . . NONE20 Tax revenues levied for the organization's

benefit and either paid to it or expended onits behalf .................... NONE

21 The value of services or facilities furnished tothe organization by a governmental unitwithout charge Do not include the value ofservices or facilities general ly furnished to thepublic without charge .............. NONE

22 Other income Attach a schedule. Do notinclude gain or (loss) from sale of capital assets NONE

23 Total of lines 15 through 22 3,517,491. 3,152,068. 2,511,281. 2,449,913. 11 630 753.24 Line 23 minus line 17. 162 781. 36 335. 34.524. 109, 65B . 343C298.25 Enter 1°6 of line 23 . . . . . . . . . . . . . . . . 35,175. 31 521. 25 113. 24, 499.26 Organizations described on lines 10 or 11: a Enter 2% of amount in column (e), line 24 ATQT. AP pI.,ZCA$I,F, . . . ► 26a

b Prepare a list for your records to show the name of and amount contributed by each person (other than agovernmental unit or publicly suppo rt ed organization) whose total gifts for 2001 through 2004 exceeded theamount shown in line 26a Do not file this list with your return. Enter the total of all these excess amounts ► 26b

c Total suppo rt for section 509(a)( 1) test Enter line 24 , column (e) ► 26cd Add Amounts from column (e) for lines 18 19

22 26b . . . . . . . . . . . . ' 26de Public suppo rt ( line 26c minus line 26d total ) . . . . , , ► 26ef Public support percentage ( line 26e ( numerator) divided by line 26c (denominator )) , ► 2 6f %

L. veyan¢auons aescrioea on rme ,z: a ror amounts mcwaeu in iines io,10, ana l t mat were received from a "aisqualltiedperson," prepare a list for your records to show the name of, and total amounts received in each year from, each "disqualified person "Do not file this list with your return. Enter the sum of such amounts for each year

(2004) ____________NONE (2003) _______________ NONE (2002) ________ ------ NONE (2001) __________NONEb For any amount included in line 17 that was received from each person (other than "disqualified persons"), prepare a list for your records to

show the name of, and amount received for each year, that was more than the larger of (1) the amount on line 25 for the year or (2) $5,000(Include in the list organizations described in lines 5 through 11, as well as individuals) Do not file this list with your return. After computingthe difference between the amount received and the larger amount described in (1) or (2), enter the sum of these differences (the excessamounts) for each year

(2004) ____________NONE (2003) _______________ NONE (2002) ______________ NONE (2001) NONE

c Add Amounts from column (e) for lines 15 293, 085 . 16 NONE17 11,287,455.20 NONE21 NONE ... . . .. . . . . . ► 27c 11,580,540.

d Add Line 27a total . , NONE and line 27b total . . NONE . . . . . . . . . . . . ► 27d NONEe Public suppo rt ( line 27c total minus line 27d total) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ► 27e 11 580 540.If Total support for section 509 ( a)(2) test Enter amount from line 23 , column (e) . . . . . . . . . . ► 27f 111, 630,753.g Public suppo rt percentage ( line 27e (numerator ) divided by line 27f (denominator)) 2 7 g 99 . 5683 %h Investment income percentage (line 18 , column (e) (numerator) divided by line 27f (denominator)) ► 27h 0. 4317 %

28 Unusual Grants : For an organization described in line 10 , 11, or 12 that received any unusual grants during 2001 through 2004,prepare a list for your records to show , for each year , the name of the contributor , the date and amount of the grant, and a briefdescription of the nature of the grant. Do not file this list with your return . Do not include these grants in line 15 () Of el

SSA Schedule A (Form 990 or 990-EZ) 20055E12 21 1 000

Schedule A (Form 990 or 990-EZ) 2005 Page 4Private School Questionnaire (See page 7 of the instructions) NOT APPLICABLE(To be completed ONLY by schools that checked the box on line 6 in Part

29 Does the organization have a racially nondiscriminatory policy toward students by statementIV)in its charter, bylaws, Yes No

other governing instrument, or in a resolution of its governing body .29........................30 Does the organization include a statement of its racially nondiscriminatory policy toward students in all its

brochures, catalogues, and other written communications with the public dealing with student admissions,programs, and scholarships? 30

31 Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media duringthe period of solicitation for students, or during the registration period if it has no solicitation program, in a waythat makes the policy known to all parts of the general community it serves 31If "Yes," please describe, if "No," please explain (If you need more space, attach a separate statement )

------------------------------------------------------------------------------------------------------------------------

32 Does the organization maintain the followinga Records indicating the racial composition of the student body, faculty, and administrative staff? 32ab Records documenting that scholarships and other financial assistance are awarded on a racially nondiscriminatory

basis? 32bc Copies of all catalogues, brochures, announcements, and other written communications to the public dealing

with student admissions, programs, and scholarships' 32cd Copies of all material used by the organization or on its behalf to solicit contnbutions? 32d................

If you answered "No" to any of the above, please explain (If you need more space, attach a separate statement )

-----------------------------------------------------------------------------

-----------------------------------------------------------------------------33 Does the organization discriminate by race in any way with respect to

a Students' rights or privileges? , . . . . . _ . . . , . . 33a

b Admissions policies'................................................... 33b

c Employment of faculty or administrative staff? . . , , 33c

d Scholarships or other financial assistance? ....................................... 33d

e Educational policies? ................................................... 33e

f Use of facilities? ..................................................... 33f

g Athletic programs . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . 33

h Other extracurricular actlvites? 33h

If you answered "Yes" to any of the above, please explain (If you need more space, attach a separate statement )

---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

34 a Does the organization receive any financial aid or assistance from a governmental agency 34a

b Has the organization's right to such aid ever been revoked or suspended? . . 34bIf you answered "Yes" to either 34a or b, please explain using an attached statement

35 Does the organization certify that it has complied with the applicable requirements of sections 4 01 through 4 05of Rev Proc 75-50, 1975-2 C B 587, covering racial nondiscrimination? If "No," attach an explanation 35

JSA Schedule A (Form 990 or 990-EZ) 2005

5E1230 1 000

Schedule A (Form 990 or 990-F1 2005 Page 5Lobbying Expenditures by Electing Public Charities (See page 9 of the instructions.)(To be completed ONLY by an eligible organiza tion that filed Form 5768) NOT APPLICABLE

Check ► a I if the organization belongs to an affiliated group Check ► b IIf you checked "a" and "limited control" provisions apply(a) (b)

Limits on Lobbying Expenditures Affiliated group To be completedtotals for ALL electing

(The term "expenditures" means amounts paid or incurred organizations

36 Total lobbying expenditures to influence public opinion (grassroots lobbying) 3637 Total lobbying expenditures to influence a legislative body (direct lobbying) 3738 Total lobbying expenditures (add lines 36 and 37) . . .. . . . . . . . . . . . .39 Other exempt purpose expenditures 3940 Total exempt purpose expenditures (add lines 38 and 39) 4041 Lobbying nontaxable amount Enter the amount from the following table -

If the amount on line 40 is - The lobbying nontaxable amount is -

Not over $500,000 . . . . . . . . . . . . 20% of the amount on line 40 . . . . . . . . .

Over $500,000 but not over $1,000,000 , , , $100,000 plus 15% of the excess over $500,000 .

Over $1,000.000 but not over $1,500,000 $175,000 plus 10% of the excess over $1,000,000 41

Over $1,500,000 but not over $17,000,000 $225,000 plus 5% of the excess over $1,500,000

Over $17,000,000 $1,000,000

42 Grassroots nontaxable amount (enter 25% of line 41) 42. . . ,43 Subtract line 42 from line 36 Enter -0- if line 42 is more than line 36 4344 Subtract line 41 from line 38 Enter -0- if line 41 is more than line 38 44

Caution : If there is an amount on either line 43 or line 44, you must file Form 4720

.38

Year Averaging Period Under Section 501(h)4-(Some organizations that made a section 501(h) election do not have to complete all of the five columns below

See the instructions for lines 45 through 50 on page 11 of the instructions )

Lobbying Expenditures During 4-Year Averaging Period

Calendar year (or fiscal ( a) (b) (c) (d) (e)year beginning in) ► 2005 2004 2003 2002 TotalLobbying nontaxable

45 amount . . . . . . . .Lobbying ceiling amount

46 (150% of line 45(e))

47 Total lobbying expendituresGrassroots nontaxable

48 amount •.••.•..Grassroots ceiling amount

49 (150% of line 48(e))Grassroots lobbying

50 expenditures . .Lobbying Activity by Nonelecting Public Charities NOT APPLICABLE(For reporting only by organizations that did not complete Part VI-A) (See page 11 of the instructions.)

During the year , did the organization attempt to influence national , state or local legislation , including anyYes No Amount

a ttempt to influence public opinion on a legislative matter or referendum , through the use of

a Volunteers . . . . . . . . . . . . . . . .. . . . . . . .. . . . . . . . . . . . . . . . . . .b Paid staff or management ( Include compensation in expenses repo rted on lines c through h.) , , ,c Media adve rtisementsd Mailings to members , legislators , or the public , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,e Publications , or published or broadcast statements , , , , , , , , , , , , , , , , , , , , , , , , , ,f Grants to other organizations for lobbying purposes , , , , , , , , , , , , , , , , , , , , , , , , ,g Direct contact with legislators , their staffs, government officials , or a legislative body . . . . . . . .h Rallies , demonstrations , seminars , conventions , speeches , lectures , or any other means , , , , , ,I Total lobbying expenditures (Add lines c through h.), , , , , , , , , , , , , , , , , , , , , , , , , ,

If "Yes" to any of the above, also a ttach a statement giving a detailed description of the lobbying activitiesJSA Schedule A (Form 990 or 990-EZ) 20055E1240 1 000

Schedule A (Form 990 or 990-EZ) 2005 Page 647.Mitill Information Regarding Transfers To and Transactions and Relationships With Noncharitable

Exempt Organizations (See page 12 of the instructions.)51 Did the reporting organization directly or indirectly engage in any of the following with any other organization described in

501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?section

a Transfers from the reporting organization to a noncharitable exempt organization of Yes No(1) Cash 51 a i X(ii) Other assets . .. .. ... ... .. a ii X

b Other transactions(i) Sales or exchanges of assets with a noncharitable exempt organization . . .. . , b(i) X

(ii) Purchases of assets from a noncharitable exempt organization . . . . . . . . . . .. . . . . .. .. . . . . . b it K(iii) Rental of facilities, equipment, or other assets . . . . .. . . . . . . . . . . . . . . . . . . . . . .. . . . . . b(ill) X(iv) Reimbursement arrangements . . . .. . . . . . . . .... . . . . . . . . . . . .. . . . . . . . . . . . .. b(iv) X(v) Loans or loan guarantees,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, by X(vi) Performance of services or membership or fundraising solicitations , , , , , , , , , , , , , , , , , , , , , , b(vi) X

c Sharing of facilities, equipment, mailing lists, other assets, or paid employees . . . . . .. . . . . . . . . . . . c Xd If the answer to any of the above is "Yes," complete the following schedule Column (b) should always show the fair market value of the

goods , other assets, or services given by the reporting organization If the organization received less than fair market value in any

52a Is the organization directly or indirectly affiliated with, or related to, one or more tax-exempt organiza ti onsdescribed in section 501 ( c) of the Code ( other than section 501 ( c)(3)) or in section 527 , , , , , , , .. , ► ❑ Yes ❑X No

Schedule A (Form 990 or 990-EZ) 2005JSA5E1250 1 000

FORM 990, PART I - OTHER DECREASES IN FUND BALANCES------------------------------------------------------------------------------------------------------

DESCRIPTION

UNREALIZED LOSS ON INVESTMENTSBENEFICIAL INTEREST IN CHARIATBLEREMAINDER TRUST OVERSTATED IN PRIOR YEARCHANGE IN VALUE OF SPLIT INT AGREEMENT

TOTAL

AMOUNT

7,085.

48, 912.17,938.

------------73, 935.

STATEMENT 1

FORM 990, PART II - OTHER EXPENSES--------------------------------------------------------------------

DESCRIPTION TOTAL

VNA SERVICES 1,364.HEALTH SERVICES 2,886.FOOD SERVICES 111,665.GROUNDS MAINTENANCE 207,046.RUBBISH REMOVAL 18,128.OTHER REPAIRS AND MAINTENANCE 98,649.INSURANCE 83,677.TELECOMMUNICATIONS 34,259.MARKETING AND ADVERTISING 59,027.OFFICE AND ADMINISTRATIVE 28,259.PROFESSIONAL FEES 18,744.AFFILIATION FEE 79,764.RESIDENT RECREATION 10,083.FUNDRAISING EXPENSE 14,920.AMORTIZATION EXPENSE 532.MISCELLANEOUS 8,334.

TOTALS 777,337.

PROGRAMSERVICES

1,364.2,886.

111, 665.207, 046.18,128.96, 662.81,694.30,269.

157.598.

10, OB3.

532.3,166.

---------------564,250.

MANAGEMENTAND GENERAL

1, 987.1,983.3,990.

59, 027.28,102.18,146.79,764.

14, 920.

5,168.

213,087.

STATEMENT 2

Lathrop Community, Inc.100 Bassett Brook DriveEasthampton, Massachusetts 01027

Page 2. Part II. Line 42 - Depreciation &Page 4. Part IV. Line 57 - Land, buildings, equipment and accumulated depreciation'

Method/Life Cost

2005Land $ 1,289,065Buildings SL / 40 yrs 26,591,370Improvements SL / 25 yrs 694,056Refurbishments SL / 7-12 yrs 534,152Equipment & Furniture SL / 5-25 yrs 200,266Vehicles SL / 5 yrs 60,526

Totals $ 29,369,435

Page 4 . Part IV, Line 54 - Investments - securities

Bond fundsMutual funds

Page 4. Part IV, Line 64b - Mortgages and other notes payable

Mortgage note payable to bank, secured by all assets of the Corporation,payable $28,327 monthly including interest at 6 75% through May, 2008,interest after May, 2008 will be determined forty-five (45) days prior to eachsucceeding five year period, at a fixed rate equal to the weekly averageyield on United States Treasury securities adjusted to a constantmaturity of five (5) years as published in the Wall Street Journal plus3 375% until paid in full, matures May, 2028

Construction note payable to bank , secured by all assets of thecorporation , payable interest only for a period of three years (theConstruction Term) at the bank ' s prime rate plus 0 5%, thereafter,payments of p ri ncipal and interest in amounts to fully repay thebalance based on a twenty year amort ization penod , in addition,upon each unit's occupancy , 95% of the unit 's entrance fee shallbe paid to bank , matures October, 2028

AccumulatedDepreciation

7,980,18576,147157,06793,78146,628

$ 8,353,808

04-2996627Form 990December 31, 2005

Current Net BookDepreciation Value

$ 1,289,065664,784 18,611,18526,045 617,90950,827 377,08525,111 106.4852,814 13,898

$ 769,581 $ 21,015,627

End of Year190,211347,954

$ 538,165

$ 3,836,431

$ 322,535$ 4,158,966

FORM 990, PART IV - OTHER ASSETS----------------------------------------------------------------

DESCRIPTION

CASH IN ESCROWCONSTRUCTION & PLANNING COSTS

TOTALS

ENDINGBOOK VALUE

35,978.663,300.

---------------699,278.

------------------------------

STATEMENT 3

FORM 990 , PART IV - OTHER LIABILITIES--------------------------------------------------------------------------

DESCRIPTION

CHARITABLE GIFT ANNUNITIESDEPOSIT-PROSPECTIVE RESIDENTS

TOTALS

ENDINGBOOK VALUE

185,474.946, 745.

---------------1,132,219.

------------------------------

STATEMENT 4

FORM 990, PART IV-A - OTHER REVENUE ON RETURN BUT NOT ON BOOKS--------------------------------------------------------------

DESCRIPTION

LOSS ON DISPOSAL OF ASSETS

TOTAL

AMOUNT

-13,028.---------------

-13,028.

STATEMENT 5

FORM 990, PART IV-B - OTHER EXPENSES ON BOOKS BUT NOT ON RETURN

DESCRIPTION

LOSS ON DISPOSAL OF ASSETS

TOTAL

AMOUNT

13,028.---------------

13,028.------------------------------

STATEMENT 6

FORM 990, PART V-A RELATIONSHIP SCHEDULE--------------------------------------------------------------------------------

RELATIONSHIP SCHEDULE---------------------

NAME OF HIGHEST PAID EMPLOYEE:TITLE OR ROLE:RELATIONSHIP:

ELAINE COOPERCFO/HR DIRECTORMARRIED TO FACILITIES DIRECTOR

NAME OF HIGHEST PAID EMPLOYEE:TITLE OR ROLE:RELATIONSHIP:

JOHN COOPERFACILITIES DIRECTORMARRIED TO CFO/HR DIRECTOR

STATEMENT 7

SCHEDULE A, PART I - COMPENSATION OF THE FIVE HIGHEST PAID EMPLOYEES

CONTRIBUTIONSTITLE AND TIME TO EMPLOYEE

NAME AND ADDRESS DEVOTED TO POSITION COMPENSATION BENEFIT PLANS---------------- ------------------- ------------ -------------ELAINE COOPER CFO/HR DIRECTOR 81,210. 6,989.70 LONG PLAIN ROAD 40SOUTH DEERFIELD, MA

ROXY DAVIS51 1/2 HATFIELD STREETNORTHAMPTON, MA

JOHN COOPER70 LONG PLAIN ROADSOUTH DEERFIELD, MA

MEREDITH LEON-BROWN110 NORTH MAPLE STREETHADLEY, MA

KEVYN CLEGG13 NUTTING AVENUEAMHERST, MA 01002

EXPENSEACCOUNT

NONE

OPERATION DIRECTOR 72,463. 7,092. NONE40

FACILITIES DIRECTOR 68,819 . 7,001. NONE40

MRKTG/EVENrS DIR 67 , 515. 6,953. NONE40

WELLNESS DIRECTOR 63,977. 2,058. NONE40

---------- ---------- ----------TOTAL COMPENSATION 353,984. 30,093. NONE

STATEMENT 8

SCH. A, PART II-A COMPENSATION OF THE 5 HIGHEST PAID FOR PROF. SERV.----------------------------------------------------------------------------------------------------------------------------------------

NAME AND ADDRESS TYPE OF SERVICE COMPENSATION---------------- --------------- ------------

KENDAL CORPORATION AFFILIATION SERVICES1107 E. BALTIMORE PIKEKENNETT SQUARE, PA 19348

TOTAL COMPENSATION

106,873.

------------106,873.

STATEMENT 9

SCH. A, PART II-B COMPENSATION OF THE 5 HIGHEST PAID FOR OTHER SERV.

NAME AND ADDRESS TYPE OF SERVICE COMPENSATION---------------- --------------- ------------

CHESHIRE BUILDERS, INC.48 WHITTEMORE FARM ROADSWANZEY, NH 03446

BUILDING CONTRACTORS 293,661.

CARLSON & SCHMITT ARCHITECTS, INC.ONE SOUTH END BRIDGE CIRCLEAGAWAM, MA 01001

ARCHITECT 192,512.

------------TOTAL COMPENSATION 486,173.

STATEMENT 10

SCHEDULE A, PART III - EXPLANATION FOR LINE 2C

A SENIOR PROPERTY MANAGER OF LATHROP PROVIDED SIGNAGE WORK FOR $785 DURINGTHE YEAR ENDED DECEMBER 31, 2005. DURING THE YEAR ENDED DECEMBER 31, 2005A FAMILY MEMBER OF THE DIRECTOR OF MARKETING AND EVENTS PROVIDED PRINTINGSERVICES OF $3,387 TO LATHROP. AT DECEMBER 31, 2005 THE AMOUNT OWED TOTHIS RELATED PARTY WAS $218.

STATEMENT 11

SCHEDULE A, PART III - EXPLANATION FOR LINE 2D--------------------------------------------------------------------------------------------

SEE PART V, FORM 990

STATEMENT 12

Lathrop Community, Inc100 Bassett Brook DriveEasthampton, Massachusetts 01027

Page 4. Question 18

Individual ( s) responsible for custody of funds Elisabeth Weissbach100 Bassett Brook DriveEasthampton , MA 01027

Individual ( s) responsible for distribution of funds Elisabeth Weissbach100 Bassett Brook DriveEasthampton , MA 01027

Individual (s) responsible for fund raising Elisabeth Weissbach100 Bassett Brook DriveEasthampton , MA 01027

Individual (s) responsible for custody of financial records Elisabeth Weissbach100 Bassett Brook DriveEasthampton, MA 01027

Elaine Cooper100 Basse tt Brook DriveEasthampton , MA 01027

Individual ( s) autho ri zed to sign checks Elisabeth Weissbach100 Bassett Brook D riveEasthampton , MA 01027

Elaine Cooper100 Bassett Brook D ri veEasthampton , MA 01027

Homer Perkins100 Bassett Brook D ri veEasthampton , MA 01027

Phyllis Maggiolino100 Bassett Brook D riveEasthampton , MA 01027

Robe rt Corash100 Basse tt Brook D riveEasthampton , MA 01027

Nancy Steeper100 Bassett Brook D ri veEasthampton , MA 01027

Page 5. Question 24(g) - Related Party Transactions.

04-2996627Form PCDecember 31, 2005

A senior property manager of the Corporation provided signage work for $785 during the year ended December 31,2005 No amounts were owed to this related party at December 31, 2005 During the year ended December 31,2005, a family member of the Director of Events and Marketing provided printing services of $3,387 to the CorporationNo amount was owed to this individual at December 31, 2005.

BYLAWSOF

LATHROP COMMUNITY, INC.INCORPORATED FEBRUARY 2ND, 1988

ANDAFFILIATED WITH

THE KENDAL CORPORATIONBY MUTUAL CONSENT

JULY 14, 2004

ARTICLE IPreamble

1.1 Purpose of Bylaws . The purpose of these bylaws is to provide for the governance of LATHROPCOMMUNITY, INC. (the "Corporation") as set forth in the ARTICLES OF ORGANIZATION under G.L. Ch.180 of the Commonwealth of Massachusetts . The Lathrop Community is a part of the Kendal System of housingand services for older people , consisting of The Kendal Corporation and its Affiliates . The LathropCommunity, other affiliates , and The Kendal Corporation share mutual responsibili ty for the integrity andwelfare of the Kendal System, with each affiliate having sufficient latitude to operate effectively, and TheKendal Corporation exercising certain responsibilities and powers.

ARTICLE IIPurposes

2.1 The Corporation' s Purposes are exclusively charitable as set forth in the Articles of Incorporation. Inpursuing such purposes, the Corporation shall not act so as to impair its eligibility for exemption under Section501(c)(3) of the Internal Revenue Code of 1986, as amended. The Lathrop Community operates in accordancewith the Values and Standards of The Kendal Corporation.

ARTICLE IIIOffices

3.1 Principal Office. The principal office of the Corporation shall be at One Hundred Bassett Brook Drive,Easthampton, MA 01027, or such other location as the Directors may from time to time determine.

ARTICLE IVSeal

4.1 The seal of the Corporation shall be round with the name of the Corporation and the words Corporate Seal,Commonwealth of Massachusetts, 1988.

ARTICLE VNonmembership Corporation

5.1 The Corporation shall have no members.

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ARTICLE VIBoard of Directors

6.1 Qualifications The Corporation shall seek Directors as members of the Board whose lives are in harmonywith Kendal Values and Standards, and seek to include, among the Board, members of the Religious Society ofFriends. At least one member of the Board shall be a Director of The Kendal Corporation. At least fourmembers of the Board, but not more than twenty per cent (20%) of the total number of Directors, shall beresidents of the Lathrop Community.

6.2 Powers The voting members of the Board of Directors shall have all powers and authority necessary for themanagement of the business of the Corporation. The Directors shall seek and must obtain the approval of TheKendal Corporation with respect to the following:

(1) Changes in corporate purposes;(2) The incurring of indebtedness with a value larger than that specified in the most recent affiliationagreement in section II. J.;(3) The Corporation's use of the name Kendal(4) The substance of resident contracts;(5) The purchase, sale, lease or other disposition of any real estate or improvements thereon, with avalue greater than that specified in the most recent affiliation agreement in section H. J.;(6) Dissolution, merger with another entity, division, or acquiring control of another entity;(7) The selection of new members of the Board of Directors of the Corporation; and() Amendments to the Articles of Incorporation or the following sections of the Bylaws of theCorporation: 1.1, 2.1, 6.1, 6.2, 6.6, 6.8, 6.10, 6.12, 12.3, 13.2, 14.1, 14.2, 14.3, 14.4, 15.1, 15.2, and15.3.

6.2.1 The Kendal Corporation shall have the right to review the Lathrop Community's operations, strategicand other plans, and financial projections and performance. If, in the judgment of The KendalCorporation, the Lathrop Community is not in accord with the Values and Standards and affiliationagreement of Kendal affiliates as established from time to time by The Kendal Corporation, to the extentnot prohibited by the laws of Massachusetts, The Kendal Corporation may request, and require ifnecessary, the Lathrop Community to take appropriate action to address the situation.

63 Directors Emeritus A retiring Director who has served a minimum of one three-year term will beautomatically designated as a Director Emeritus and assume office at the Annual Meeting following his/her finalBoard meeting for an initial term of three years. At the end of the first term and any subsequent term, a DirectorEmeritus will be contacted by a member of the Board Development Committee to determine his/her interest inserving an additional term of three years. Directors Emeritus will serve as ambassadors to the community, mayserve on Board Committees, attend the Annual Meeting and may receive minutes of Board meetings and theAnnual Meeting, and the Annual Report, but shall not be counted in a quorum, or vote.

6.4 Nomination of Board Members . The Board Development Committee shall annually develop a list ofnominees for Directors and shall submit the names to the Board of The Kendal Corporation for approval. TheBoard Development Committee shall make its nominations for resident members from names suggested by thePresidents of the Lathrop Residents Associations in consultation with the Executive Director of the Corporation.All Director nominees, both new and those Directors eligible for re-nomination, as well as candidates forLathrop Board Officers, shall be presented to the January meeting of the Lathrop Board for final approval. NewBoard members and Officers will be presented and take office at the Annual Meeting in February.

6.5 Number, Selection and Term . The Board shall consist of not less than twenty nor more than twenty-fiveDirectors. Directors shall be selected by the Board at its January meeting, and take office at the close of theAnnual Meeting in February for terms of three years, and until their successors are selected and qualified. Termsshall be staggered so that, as nearly as possible, an equal number shall expire each year.

6.6 Limitation of Terms No Director, having served three consecutive three-year terms, shall be eligible foranother term as a Director without a one-year absence from the Board. Service of a term of less than three yearsshall not be counted in determining whether three consecutive three-year terms shall have been served.

6.7 Quorum., One-half the current number of Directors shall constitute a quorum at a meeting of the Board. Aquorum shall be needed to transact business. However, any meeting may be adjourned to a date fixed withconsensus by the majority, cast whether or not a quorum is present.

6.8 Vote The Board will endeavor to make decisions by general agreement, rather than by voting, such as themanner traditionally used for the conduct of business by members of the Religious Society of Friends. EachDirector shall be entitled to one vote in person. Voting by proxy shall not be permitted.

6.9 Meetings

6.9.1 Regular Board Meetings Regular Board meetings of the Directors may be heldas determined by the Directors but not less often than once every three months. Thedate and time for each meeting shall be set by the Chair in consultation with theExecutive Director. Directors and Residents Association Presidents shall be sent noticesof Board meetings and agendas at least ten (10) days in advance.

6.9.2 Special Board Meeting Special Board meetings may be called by the Chair or anyfour (4) Directors. The purpose of the special meeting shall be stated in the call . At least twenty-four(24) hours notice shall be given.

6.9.3 Annual Meeting. A meeting of the Board shall be held once each year for the purpose receivingannual reports of the Executive Director, the Treasurer, Standing and Ad-Hoc Committees, and otherreports of management on the state of the Corporation including strategic and other plans, and financialprojections and performance. At the Annual Meeting, newly elected Directors, Officers, CommitteeChairs, committee members and Directors Emeritus shall be presented to the Board, and they shall takeoffice at the close of the meeting. Unless the Board designates a different date or place, the annualmeeting shall be held in the month of February at the principal offices of the Lathrop Community.

6.10 Attendance at Board meetings - Non-Directors The President of The Kendal Corporation, theExecutive Director of the Lathrop Community and the Presidents of The Residents Associations or the designeeof any of them shall be entitled to attend and speak at all meetings of the Board by virtue of their respectiveoffices. They shall have no vote. Such others may attend as the Board may invite. At any time, with just causeagreed to by the Board and recorded in the minutes, the Board may go into executive session, during which anyor all non-members of the Board may be excused.

6.11 Teleconference Meetings . A meeting of the Board of Directors or a Board Committee may be conductedby means of a conference telephone or similar communications equipment by which all persons participating ina meeting can hear and respond to each other. Teleconference participants shall be included in the quorum forsuch a meeting.

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6.12 Annul evaluation . The Board shall at least annually evaluate its own performance and the composition ofthe Board in terms of the skills, experience and contributions of its members with a view to identifying ways inwhich the Board may improve its effectiveness by the selection of new Directors and otherwise.

6.13 Removal of Directors . Any member of the Board may be removed for cause, such as failure to regularlyattend Board meetings , by a majority of other members of the Board. No such person shall be removed withouthaving the opportunity to be heard at the meeting at which such action is taken, duly convened after notice,which shall include notice of intention to consider such removal, provided, however, that no formal hearingprocedure need be followed. As used herein, "for cause" shall be as determined in the reasonable judgment ofthe Board.

ARTICLE VIIOfficers

7.1 Officers of the Corporation . The Officers of the Corporation shall be Chair, Vice-Chair, Treasurer,Secretary and Executive Director. With the exception of the Executive Director, the Officers shall be chosenfrom the members of the Board.

7.2 Officers to be Elected from the Board.The Chair, Vice Chair, Secretary and Treasurer shall be elected annually by the Directors from their number atthe January Board meeting, shall take office immediately following close of the Annual Meeting, and shall serveuntil the next election of a new class of Directors and until their successors have been elected and qualified.

7.3 Officers Other Than Those Required to be Elected From the Board.The Executive Director shall be appointed by and shall serve at the pleasure of the Board of Directors, subject toSection 14.2 of these bylaws. The Board may appoint additional officers or assistant officers as they deemappropriate.

7.4 Duties of Officers . The officers shall have the duties specified below, additional duties from time to timespecified by the Board of Directors, and duties normally pertaining to the position they hold.

7.4.1 Chair. The Chair shall preside at all meetings of the Board, shall be an ex-officio member of allcommittees of the Board with decision making rights, and may execute, in the name of the Corporation, allcontracts and applications authorized by the Board or necessary and incidental to carrying out the businessof the Corporation. The Chair shall appoint any committees, represent the Corporation and the LathropCommunity in dealings with local government departments, other groups and the general public, consultwith and advise the Executive Director, perform such additional duties as the Board may designate, andperform such other duties applicable to the office as prescribed by these bylaws.

The Chair shall serve as and have all the powers under Massachusetts law as the President of theCorporation.

7.4.2 Vice Chair. The Vice Chair shall act as Chair in the absence of the Chair in all matters including, butnot limited to, attendance at all meetings of the Board and the committees, and, when so acting, shall havethe power and authority of the Chair. The Vice Chair shall have such additional powers and duties as theChair or the Board may assign.

7.43 Treasurer. The Treasurer shall see to the keeping of full and accurate accounts of receipts anddisbursements and shall render to the Directors as requested by them, but no less often than once a year atthe Annual Meeting, a full accounting of the Corporation's transactions and of the financial condition of the

Corporation at the end of the fiscal year. The Treasurer shall perform all duties incidental to the office ofTreasurer, subject, however, at all times to the direction of the Board of Directors. The Treasurer shalloversee all aspects of the Corporation's finances, investments, endowments, borrowings, etc. in order toensure adequate resources for the continuing operation and long-range needs of the Lathrop Community.He/she shall ensure that adequate controls and reporting procedures are in place and that full financialreports are prepared and presented to the Board at suitable intervals.

7.4.4 Secretary (Recording Clerk). The Secretary shall keep or cause to be kept the minutes of all meetingsof the Board of Directors and of all committees. The Secretary shall keep a record of all the proceedings ofthe Corporation and the Board (the minutes), copies of all committee reports and the Corporation's officialmembership roll. These records shall be filed at the principal office of the Corporation, and shall beavailable at all reasonable times for inspection by any of the Directors. The Secretary may sign in the nameof the Corporation all documents authorized by the Board of Directors by specific or general resolution, andaffix the seal to all instruments requiring the same, and shall, in general, perform all duties incidental to theoffice of Secretary, subject, however, at all times to the direction of the Board of Directors. The Secretaryshall attest to the legitimacy of Board documents. The Secretary shall also maintain record book(s) in whichthe bylaws, special rules of order, standing rules, and minutes are entered, with any amendments of thesedocuments properly recorded, and shall have the current record book(s) on hand at every meeting. Inaddition, he/she shall perform such other duties applicable to the office as prescribed by the parliamentaryauthority named in these bylaws. The Secretary shall be a resident of Massachusetts.

7.4.4.1 Evidence of Authority. A certificate by the Secretary, acting secretary or assistant secretary, asto any action taken by the Board, any committee or any officer or representative of the Corporation shall,as to all persons who rely on the certificate in good faith, be conclusive evidence of such action.

7.4.5 Executive Director. The Executive Director shall be the Chief Executive Officer of the Corporationwith all the authority of such position in a business corporation, subject to the provisions of Article 14 ofthese bylaws. The Executive Director shall have all authority and responsibility necessary to operate theCorporation in all its activities and departments, subject only to these Bylaws and to such policies anddirectives as may be issued by the Board. The Executive Director shall be an ex-officio attendee of meetingsof the Board of Directors and of all committees of the Board. The Executive Director shall act as the dulyauthorized representative of the Board and the Corporation in all matters in which the Board has notformally designated some other person to act. The Executive Director shall report as directed to the Chairbetween Board meetings and to the Board at each meeting. Unless the Chair or Vice Chair has signed, theExecutive Director shall sign any deeds, mortgages, bonds, contracts or other instruments which the Boardhas authority to execute except in cases where the execution shall have been expressly delegated by Boardresolution or these Bylaws, or by statute, to some other officer or agent of the Corporation.

7.4.5.1 The Executive Director shall manage the Lathrop Community by hiring and directing theactivities of such staff, contracting for such services, and taking such other actions as are necessaryfor the operation and maintenance of the Lathrop Community and the welfare of its residents, subjectto authorization by the Board and the limitations of the budget. He/she shall represent the LathropCommunity and the Corporation before trade groups, local governmental departments, and the generalpublic. He/she shall submit a summary of the highlights of the Lathrop Community events to theBoard for inclusion in the Annual Report.

7.5 Term . The term of each officer who is named in Section 7.2 shall be one year, but an incumbent shallcontinue in office until a successor shall be chosen. Officers may serve for consecutive terms. His/her term ofthe office shall begin at the close of the Annual Meeting at which he/she is presented. No officer may holdmore than one office at a time and no officer, except the Executive Director, may serve more than three

consecutive terms in that office. To determine eligibility for continuing in office, an officer who has servedmore than half a term is considered to have served a full term.

7.6 Removal of Officers . The Board of Directors may remove any officer at any time , with cause, subject toany contract rights of such officer, in accordance with the process specified in Paragraph 6.13.

7.7 Bonding. The Treasurer shall be bonded, and at the request of the Board of Directors, any other officershall furnish, at the expense of the corporation, a fidelity bond in such amounts and upon such conditions asmay be required by the Board.

7.8 If the Chair, Vice Chair, Secretary, or Treasurer is absent from a meeting of the Board of Directors and suchofficer's services are necessary for the conduct of business at the meeting, the Directors may select an officerpro-tem for the purpose of providing the absent officer's services.

ARTICLE VIIIVacancies

8.1 Directors . If the position of any Director becomes vacant for any reason , then the remaining Directors mayselect a replacement Director to hold office for the remaining term, subject to the approval of The KendalCorporation pursuant to Section 6.2.

8.2 Officers . If the position of any officer becomes vacant for any reason, then the Directors may select aperson to hold office for the remaining term.

ARTICLE LXResignation

9.1 Form . Any Director or officer may resign from office at any time, such resignation to be made inwriting, and to take effect from the time of its receipt by the Corporation, unless some later time may befixed in the resignation, and then from that date. The acceptance of the resignation shall not be required tomake it effective.

ARTICLE XNotices

10.1 Time and Manner. Notice may be given either personally or by sending a copy thereof byelectronic means, first class or express mail, overnight delivery service, postage prepaid, to the addresssupplied to the Corporation for the purpose of notice or by facsimile to a fax number supplied to theCorporation. If the notice is sent by mail it shall be deemed to have been given when postmarked. Atleast ten days notice shall be given of the annual meeting and of any regular meeting of the Board ofDirectors. A special meeting may be called at any time by the Chair. Any notice shall specify the place,day and hour of the meeting and in the case of a special meeting or where otherwise required, the generalnature of the business to be transacted. Any required notice may be waived by the written consent of theperson entitled to such notice, and attendance of a person at any meeting shall constitute a waiver of suchperson's right to notice of such meeting, except where a person attends a meeting for the express purposeof objecting to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE XILiability and Indemnification of Officers and Directors

11.1 General Rule . A Director shall not be personally liable for monetary damages as Director for anyaction taken, or any failure to take any action, unless:

a. The Director has breached or failed to perform the duties of director in accordance with thestandard of conduct contained in the Commonwealth of Massachusetts nonprofit law and anyamendments and successor acts thereto; and

b. The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness;Provided, however, the foregoing provision shall not apply to (a) the responsibility or liability of aDirector pursuant to any criminal statute or (b) the liability of a Director for the payment of taxespursuant to local, state, or federal law.

11.2 Personal Liability : The voting Directors, Officers, employees and other agents of the Corporationshall not be personally liable for any debt, liability or obligation of the Corporation. All persons,corporations, or other entities extending credit to, contracting with, or having any claim against theCorporation may look to the funds and property of the Corporation for payment of any such contract orclaim, or for the payment of any such contract or claim, or for the payment of any debt, damage,judgment or decree, or of any money that may otherwise become due or payable to them from theCorporation.

11.3 Indemnification : Officers and Directors shall be indemnified by the Corporation to the extentpermitted by law and to the extent legally permissible and only to the extent that the status of theCorporation as an organization exempt under Section 501(c)(3) of the Internal Revenue Code is notadversely affected thereby, indemnify each person who is, or shall have been, an officer, Director,employee or other agent of the Corporation or who is serving, or shall have served, at the request of theCorporation as Director, officer, employee or other agent of another organization in which theCorporation directly has an interest, as a shareholder, creditor, or otherwise, or who serve at theCorporation's request in a capacity with respect to any employee benefit plan, against all liabilities andexpenses (including judgments, fines, penalties and reasonable attorney's fees and all amounts paid, otherthan to the Corporation or such other organization, in compromise or settlement) imposed upon orincurred by any such person in connection with, or arising out of, the defense or disposition of any action,suit or other proceedings, whether civil or criminal, in which such person may be a defendant or withwhich such person may be threatened or otherwise involved, directly or indirectly, by reason of being orhaving been such a member, director, officer, employee or agent. The Corporation shall provide noindemnification with respect to any matter as to which any such member, director, officer, employee oragent shall be finally adjudicated in such action, suit or proceeding not to have acted in good faith in thereasonable belief that such person's actions was in the best interest of the Corporation. The Corporationshall provide no indemnification with respect to any matter settled or compromised, pursuant to a consentdecree or otherwise, unless such settlement or compromise shall have been approved as in the bestinterests of the Corporation, after notice that indemnification is involved, by a disinterest majority of theBoard.

11.3.1 Indemnification may include payment by the Corporation of expenses in defending a civil orcriminal action or proceeding in advance of the final disposition of such action or proceeding uponreceipt of an undertaking by the person indemnified to repay such payment if it is ultimately determinedthat such person is not entitled to indemnification under this Article, the Bylaws, or any applicable law.

11.3.2 As used in this Article, the terms "member", "Director", "officer", "employee", and "agent"include their respective heirs, executors, administrators and legal representatives, and an "interested"member, Director, officer, employee, or agent is one against whom in such capacity the proceeding inquestion or another proceeding on the same or similar grounds is then pending.

11.3.3 The right of indemnification provided in this Article shall not be exclusive of or affect any otherrights to which any member, Director, officer, employee or agent may be entitled under any agreement,statue, vote of the Board or otherwise. The Corporation's obligations to provide indemnification underthis Article shall be offset to the extent of any other source of indemnification or any otherwise applicableinsurance coverage under a policy maintained by this Corporation or any other person. Nothingcontained in this Article shall affect any rights to which corporate personnel, other than Directors orofficers may be entitled by contract or otherwise.

11.3.4 The Lathrop Community, with consensus from a majority of the Board, may purchase andmaintain insurance on behalf of any Director, officer, employee or agent against any liability incurred byhim/her in any such capacity.

ARTICLE XIICommittees

12.1 Committees . The Board may appoint committees or sub-committees and delegate to or require ofthem such powers and duties as the Board may consider appropriate. The Chair shall be an ex-officiomember of all committees.

12.2 Committee Chairs . The Board Chair shall appoint the Chair of each standing committee and specialcommittee, and shall assign to one member of each committee the responsibility to convene the firstmeeting of that committee.

12.3 Qualifications . Chairs of Board standing committees shall be members of the Board of Directors,but not all members of Board committees need to be voting Directors. Directors Emeritus may participateon and serve as resources to Board Committees, however, no person who is not a voting Director may beconsidered part of the consensus or may vote on any matter that binds the Corporation.

12.4 Term of Office . Committee Chairs and members of Board committees serve until the close of thefirst Annual Board Meeting following their appointment and until the appointment of their successors.They may serve consecutive terms.

12.5 Committee Conduct. All committees shall conduct their affairs in accordance with these bylaws andshall report regularly and at the Annual Meeting to the Board. A quorum of a committee for the purposeof meeting and/or transacting business shall be a majority of the committee members present. At theinvitation of the Committee Chair, any individuals may attend meetings for the purpose of providing inputrelated to agenda topics. Special meetings may be called at the request of the Committee Chair ormanagement.

12.6 Standing Committees of the Board are as follows:

12.6.1 An Executive Committee consisting of the Chair, Vice-Chair, Treasurer,. Secretary, andthe Chair of the Human Resources Committee shall have the powers of the Board for action, ifnecessary, between meetings, except that it cannot modify any action taken by the Board. ThisCommittee shall report any interim actions to the Board at the next regular meeting. The Executive

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Committee, in conjunction with the President of Kendal, shall annually review the performance ofthe Executive Director and shall set compensation and benefits for same. Compensation shall becommensurate with the duties and responsibilities for the position as well as the credentials andrelated experience. The Executive Director shall serve as staff to this committee and participate asa non-voting member.

12.6.2 A Finance Committee, chaired by the Treasurer, shall include the Vice Chair and at leastfour (4) additional Board Members appointed by the Chair. The Finance Committee shall annuallyreview the Executive Director's proposed budget, including the monthly Residents' fees, andforward it to the Board with its recommendations. This committee shall also monitor the overallfinances, investments and endowments of the Corporation and facilitate the work of the Treasurerin any manner possible. A sub-committee on Investments shall be comprised of at least three (3)members and shall establish, approve, and revise as necessary appropriate policies, objectives, andstrategies for the investment of all funds for which The Lathrop Community has investmentresponsibility. The Chief Financial Officer shall serve as staff to the committee, along with theExecutive Director, and they shall participate as non-voting members.

12.6.3 Audit Committee. The Audit Committee, consisting of at least three members (one beinga member of the Finance Committee) shall be appointed by the Chair. The Committee shall beresponsible for overseeing the Conflict of Interest and Disclosure Policy, selecting and contractingfor the auditor, hearing the reports of the auditor, and working with the auditor to ensurecompliance with federal and state law. The Chief Financial Officer shall serve as staff to thecommittee, along with the Executive Director, and they shall participate as non-voting members.

12.6.4. A Planning Committee consisting of at least five (5) Directors shall be appointed by theChair to focus on the future needs of the Lathrop Community. The Executive Director shall serveas staff to the committee as a non-voting member, and the Presidents of the Residents Associationsmay participate as non-voting members.

12.6.5 A Human Resources Committee, consisting of at least three (3) Directors including theTreasurer shall be appointed by the Chair to review personnel policies, changes in policies, benefitchanges and salary ranges for all positions as recommended by the Executive Director. TheDirector of Human Resources, along with the Executive Director, shall serve as staff to thiscommittee and they shall participate as non-voting members.

12.6.6 A Gifts and Bequests Committee consisting of at least five (5) Directors including theTreasurer and a voting Director who is a resident from each Lathrop Community shall beappointed by the Chair for the purpose of promoting and guiding gifts and endowments for thebenefit of the financial security of the Lathrop Community in the future. The Chief FinancialOfficer, along with the Executive Director shall serve as staff to this committee and they shallparticipate as non-voting members.

12.6.7 A Property Committee consisting of at least five (5) Directors including a voting Directorwho is a resident from each campus shall be appointed by the Chair to focus on the real propertiesof the Lathrop Community. The Committee's interests shall include the condition, safety andappearance of buildings, landscaping, the maintenance of the infrastructure as well as thestewardship of undeveloped lands. The Committee shall meet regularly, to review and discuss (1)ongoing property management and maintenance activities, (2) long and short range planning forproject priorities and expenditures, (3) resident satisfaction issues, (4) existing and proposedservice and maintenance contracts, (5) the annual maintenance budget and major maintenance

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expenditures recommended by management, and (6) any other matters appropriate for Committeeconsideration. The Director of Facilities shall serve as staff to this committee and participate,along with the Executive Director, as non-voting members.

12.6.8 A Marketing and External Affairs Committee consisting of at least three (3) Directorsshall be appointed by the Chair to promote the Lathrop Community to the public to increasemarket share and resident referrals and strengthen its public presence. The Committee shall assistwith the identification of constituents and organizations with whom relationships should bedeveloped, review the annual Marketing Plan, review market data including fees, expansion plansby other area retirement communities, prospective programs at Lathrop, new promotional material,sponsorships and advertisements. The Director of Marketing and the Director of Operations andSales shall serve as staff to this committee, along with the Executive Director, and participate asnon-voting members.

12.6.9 A Board Development Committee consisting of at least three (3) members of the LathropBoard, a majority of whom shall not be officers of the Lathrop Board, shall be appointed by theLathrop Board Chair. Each year, at least one Board Development Committee member shall rotateoff the Committee, and at least one new member shall be added. The Committee shall beresponsible for recommending to the Lathrop Board a list of proposed nominees for Boardmembers and Officers. The Board Development Committee shall provide an orientation for newDirectors and establish a process to evaluate the performance of each Director in consideringfurther service. The Executive Director shall serve as staff to this committee and participate as anon-voting member.

12.7 Ad-Hoc Committees . The Chair or Board may establish ad-hoc committees, sub-committees orspecial committees for the purpose of addressing specific, identified short-term needs. The purpose ofsuch committee, its composition, staff support, and time frame for reporting back to the Board shall bestated in the charter of each such committee. Ad-hoc or special committees shall report back to the Boardand expire in not more than two years from the date they are created, unless re-chartered by the Board forfurther purposes.

ARTICLE XIIIFinancial Matters

13.1 Fiscal Year. The fiscal year of the Corporation shall begin on January 1st and end on December31st.

13.2 Mutual expectations , System Services , and Financial Understandings with The KendalCorporation . The scope and charges for System services provided to the Lathrop Community by TheKendal Corporation shall be based on written agreements between the two corporations. Individualaffiliates' variations from the agreement template shall be communicated to all affiliates in advance oftheir becoming effective.

13.2.1 Within the scope of the affiliation agreement, which is attached to the Bylaws, The KendalCorporation shall serve as a resource to the Lathrop Community Board and its committees, as wellas management, providing, among other things, research, information, counsel, and expertise toassist the Board and management in carrying out its duties.

13.3 Execution of Instruments : All deeds, leases, contracts, transfers, bonds, notes, checks exceeding$10,000, drafts and other instruments for the payment of money drawn or endorsed in the name of the

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Corporation shall be signed by any two (2) of the Executive Director, the Treasurer, and the Chair, exceptas the Directors may generally or in particular cases otherwise determine.

13.4 Chief Financial Officer (called "CFO" in this subdivision). The Executive Director may appoint amember of management to serve as Chief Financial Officer.

a. The CFO shall have responsibility for all the financial books and records of theCorporation and will make available to the Treasurer and to the Board financial reports andother relevant data on the day-to-day operation of the Corporation.

b. The CFO shall render to the Executive Director, to the Treasurer, and to the Board,whenever requested, an account of the financial condition of the Corporation and shall beresponsible for ensuring that proper controls (in accord with applicable provisions of lawand regulations) are established over all assets and funds.

c. The CFO may sign all financial and related reports, including, but not limited to,governmental reports.

ARTICLE XIVExecutive Director

14.1 Accountab ility to the Board of Directors The Executive Director shall be accountable to the Boardof the Lathrop Community, shall provide leadership, be responsible for the business and professionalaffairs of the Corporation, and shall perform other duties as prescribed by these bylaws or by the Board ofDirectors of the Lathrop Community from time to time. (See 14.3)

14.2 . Shared responsibilities . The recruitment, selection, support, development, compensation, andevaluation (and, if necessary, replacement) of the Executive Director shall be the responsibility of theBoard of Directors of the Lathrop Community and the President of The Kendal Corporation.

14.3 Accountability to the Kendal Corporation . The Executive Director shall be accountable to thePresident of The Kendal Corporation for managing the Lathrop Community in harmony with the Valuesand Standards, and strategic plans of the Kendal System and the Affiliation Agreement with The KendalCorporation (See 14.1).

14.4 Conflicts in responsibilities between 14 . 1 and 14.3. Where there is an unresolved conflictbetween the Executive Director's accountability to the Lathrop Community Board and his/heraccountability to the President of The Kendal Corporation, the Lathrop Community Board and TheKendal Corporation Board shall resolve the conflict.

ARTICLE XVAmendments

15.1 Subject to the approval of The Kendal Corporation as provided in Section 6.2 , the Articles ofIncorporation of Lathrop Community, Inc. may be amended by affirmation of three-fourths of theDirectors in office at any annual, regular or special meeting duly convened after notice of such purpose.

15.2 Subject to the approval of The Kendal Corporation as provided in Section 6.2, the Bylaws of theLathrop Community may be amended by affirmation of three-fourths of the Directors in office at anyannual , regular or special meeting duly convened after notice of such purpose.

15.3 Notice of and the proposed bylaw and article of incorporation amendments shall be distributed toall Board members at least ten (10) days before they are to be considered at a subsequent meeting.

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ARTICLE XVIResidents Association and Residents Council

16.1 The Board of the Lathrop Community shall encourage and support an association on each campus ofwhich all residents of that campus shall have the right to be members. The Residents Associations shallgovern themselves, separate and apart from the Lathrop Community.

16.2 Each Residents Association shall maintain a governing body known as the Residents Council, with apresident and such other officers as the association deems appropriate.

16.3 Each Residents Association shall adopt its own bylaws for the conduct of its business, including thenumber of members of the Residents Council and the manner in which officers of the Association andmembers of the Council shall be selected.

16.4 Resident Association Presidents . The President of each Lathrop Community ResidentsAssociation, elected by residents of their respective communities , may attend all board meetings and mayparticipate in the deliberations and functions of the Board, including committees. He/she shall not becounted in determining if a quorum is present at a Board meeting or committee meeting. (See 6.10)

Article XVIIConfl ict of Interest and Disclosure

17.1 Members of the Lathrop Board of Directors and staff owe to the organization a duty of loyalty that isuncompromised by conflicts of interest. Members of the Board, including those on Board Committees andstaff, are expected to act at all times in the best interests of the Lathrop Community

17.2 To avoid any appearance of conflict of interest or potential conflicts of interest, Directors andOfficers shall disclose in writing to the Board their public and private business interests, and those of theirimmediate family insofar as they may affect their relationship with the Corporation.

17.3 A potential confl ict of interest exists when:1. an individual (or member of his/her immediate family or others closely associated with

him/her) stands to gain an outside advantage as a result of the individual being a LathropDirector, employee, or Board committee member;

2. the individual's outside activities are such that they may have an adverse impact on Lathrop; or3. an individual's relationship with a resident, Board member, or staff member of a Kendal entity

gives the perception of subjectivity or favoritism in decision-making. (Being a resident of aLathrop facility does not, in and of itself, constitute a conflict of interest.)

17.4 Guiding principles:17.4.1 Individuals shall not solicit or accept any material benefit or gift of value that wouldsuggest, create, or could reasonably be perceived to be an inducement to influence a decision oraction relating to Lathrop, or create an obligation to do so.

17.4.2 Individuals shall not use their positions, or knowledge gained from their positions, in such away that a conflict could arise between the interest of Lathrop Community and that of anotherentity in which that individual has an interest.

17.4.3 Individuals having conflicts of interest or potential conflicts of interest shall disclose theconflicts; shall abstain from discussion of matters relating to the conflict at Board, committee, or

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staff meetings; and shall not use their personal influence in any decision regarding the mattersrelating to the conflict. The minutes of any such meeting shall reflect the disclosure that was madeand the abstention from discussion.

17.5 The Audit Committee shall oversee this policy, and the Executive Director shall implement a similarpolicy and process regarding conflicts of interest and disclosure for management and staff members indecision-making roles.

Revised and approved by Board of Directors 04-26-2005

SzG-n,►aroRY FOR. I,Ob R.D o r- bz OL t C. ro4S ; 4f��TTTL E

1404T E : ��>n16

1 a t 4

Bailey, RalphBittel, RonaldCate, AddisonColt, HarryCorash, Robert, TreasurerFlaccus, LaurenceJohnson, CharlesLamson, IreneMaggiolino, Phyllis,Morgan, Jim

Vice-President

Perkins , Homer, PresidentRice, KathySaner, JulieSimpkin, JackSteeper , Nancy, SecretarySullivan, ThomasTimm, SpencerTripp, Stanley

THE LATHROP COMMUNITY2005

BOARD OF DIRECTORS

9 Butternut Lane, Northampton, MA 0106045 Beacon Street, Florence, MA 0106240 Huckleberry Lane, Easthampton, MA 0102770 Florence Road, Easthampton, MA 0102786 Masonic Street, Northampton, MA 010601394 Mohawk Trail, Shelburne, MA 013709 Hickory Drive, Florence, MA 0106231 Whittier Street, Florence, MA O 106236 Beattie Drive, Florence, MA 010624 S. Main Street, Haydenville, MA 01039100 Bassett Brook Drive, Apt. 112, Easthampton, MA 0102738 Thorndyke Street, Springfield, MA 0111843 Huckleberry Lane, Easthampton, MA 0102728 Strawberry Hill, Florence, MA 01062PO Box 52, Whately, MA 0109351 Woodbridge Terrace, South Hadley, MA 01075385 Ireland Street, West Chesterfield, MA 0108444 Dogwood Lane, Northampton, MA 01060