Medical Care Development Incorporated

“There shall be not less than ten (10) nor more than thirty-three (33) Corporate Members selected by the Board of Directors and which shall be organizations with the interest resources and capacity to fulfill the roles and duties of Corporate Members as defined in this Article and as may be amended from time to time or otherwise prescribed by the Board of Directors. Each Corporate Member shall appoint an individual representative authorized by the Member to vote and otherwise act on its behalf. The following organizations are Members of the Corporation as of the 2016 Annual Meeting of the Corporation: American Cancer Society, New England Division; American Heart Association; Bingham Program; Maine Dental Association; Maine Hospital Association; Maine Medical Association; Maine Municipal Association; Maine Osteopathic Association; Maine State Nurses' Association; University of Maine.”

“The total number of Directors constituting the Board of Directors shall be not less than seven (7) or more than thirty-five (35) and the number of voting directors shall be not less than seven (7) or more than nineteen (19). Directors shall be elected by the Board of Directors at any regularly-scheduled meeting of the Board of Directors or at a special meeting of the Board of Directors duly called for that purpose.”

“The governing documents reserve a number of specified powers to the corporate members.”

“The Director of Finance and the Director of Operations will review the near-final draft. The CEO then does a separate review. Upon completion of that review and resolution of any questions, the draft return is forwarded to the Finance Committee for their review, and if Committee members have any concerns or questions, a Committee meeting is convened to discuss and resolve them. The resulting draft is finalized, and prior to filing, it is distributed to the voting members of the Board of Directors. The return is subsequently filed with the IRS.”

“Review of conflict of interest is done annually and on an ad hoc basis as needed. At or soon after the annual board meeting, Board Members submit an updated statement.”

“MCD's bylaws require that the compensation of the President "shall be fixed from time to time by the Board of Directors." The Board's Chair and Personnel Committee review compensation of presidents of other non-profits, the compensation history of MCD's President, and other information, including one or more of various industry surveys of executive compensation information, in determining the appropriate compensation. The Committee may also request a formal, external comparative compensation survey, as was commissioned in 2007, and the Committee reviewed externally-sourced compensation information in 2012 and in 2014. The full Board of Directors provides periodic input on performance, and reviews and votes on the entire recommended employment agreement, including compensation terms. The current agreement was approved by the Board of Directors in December 2014 for the two-year term of the agreement.”

“The Organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“On 7/1/2017 Medical Care Development, Inc. (MCD) spun off is communities operating division forming New Communities, Inc., (NCI) an independent 501(c)(3) nonprofit entity. As part of the transition, MCD and NCI used the Alternative Procedure for Predecessors and Successors" for reporting forms W-2 and 941 provided in IRS Rev. Proc. 2004-53 (the Alternate Procedure"). Under the Alternative Procedure, MCD did not issue W-2s to its former officers, and employees that became officers and employees of NCI. Instead NCI issued W-2s to its employees that included the entire year 2017, in effect reporting wages paid by MCD for the period 1/1/2017-6/30/2017, and wages paid by NCI for 07/01/17 - 12/31/17 on a single Form W-2 from NCI. With the above, MCD did not issue a W-2 to Maureen Conley (Past President/Chief Executive Officer), and therefore her compensation reported on Part VII, Section A is zero. Reference Schedule J for the portion of the compensation MCD paid to Maureen Conley that is included in her W-2 from NCI.”

“On February 15, 2017, the MCD, Inc. Board of Directors approved a corporate restructuring plan authorizing the creation of a new not-for-profit subsidiary entity to assume the assets, liabilities and operations of the existing MCD Communities division. On February 16, 2017, New Communities, Inc. was formed as a not-for-profit corporation in the State of Maine with MCD, Inc. as its sole member and was granted 501(c)(3) status by the Internal Revenue Service effective February 16, 2017. MCD, Inc. implemented the restructuring plan and transferred the assets and liabilities of MCD Communities division to New Communities, Inc. which became an independent entity on July 1, 2017, when MCD Inc. ceased being its sole member. MCD Inc.'s corporate restructuring plan resulted in a decrease of $4,390,171 in total net assets.”

“Section 1.263(a)-3(n) Election: Medical Care Development, Inc. 11 Parkwood Drive Augusta, ME 04330 EIN: 01-6022787 Medical Care Development, Inc. is electing to capitalize repair and maintenance costs under Regulation Section 1.263(a)-3(n).”