Greater Rochester Community Health Foundation

“The sole shareholder of the Foundation is the New Hampshire Charitable Foundation, a nonprofit New Hampshire corporation and an exempt organization within the meaning of Section 501(c)(3) of the Internal Revenue Code.”

“The structure and appointment of the Corporation's Board of Directors is subject to the approval and influence of the Corporation's sole shareholder, the NHCF. The number of Directors shall be fixed at seven (7) persons. The Board shall be divided into two classes of Directors: Class A and Class B. There shall be four (4) Class A Directors to be elected by NHCF and three (3) Class B Directors who shall initially be elected by the directors of the former Frisbie Foundation and shall be elected thereafter by the Class B Directors. All directors shall be elected in accordance with the nominating process set forth: In consultation with the Corporation's Board of Directors, the Corporation's Nominating Committee shall prepare 1) a slate of nominees for election as Class A Directors to present to the NHCF not less than thirty (30) days prior to the annual meeting of the Corporation in the case of vacancies created by the expiration of Directors' terms of office, or not less than thirty (30) days prior to a special meeting of the Corporation in the case of vacancies and 2) a slate of nominees for election as Class B Directors to present to the then current Class B Directors not less than thirty (30) days prior to the annual meeting of the Corporation in the case of vacancies created by the expiration of Directors' terms of office, or not less than thirty (30) days prior to a special meeting of the Corporation in the case of vacancies. If NHCF objects to the slate of Class A Directors under consideration, then the Corporation's Nominating Committee shall present a new slate to NHCF. If NHCF fails to approve the first and second slate of nominees submitted by the Corporation's Nominating Committee, NHCF may develop and approve its own slate of directors; provided, however, that all directors must meet the individual criteria for qualification to serve on the Board of Directors as set forth in the Foundations Articles and Bylaws. Any director or officer may resign by submitting a written resignation to the Chair or the Secretary of the Corporation. Any director may be removed for cause from office at any time by a vote of the shareholder of the Corporation. The Nominating Committee shall consist of the Chair, a representative of NHCF, one Class A Director and one Class B Director. In consultation with the Corporation's Board of Directors, the Committee shall recommend 1) candidates to be elected by NHCF as Class A Directors to the Corporation's Board of Directors and 2) candidates to be elected by the Class B Directors.”

“The management, control and operation of the affairs and properties of the Corporation shall vest and be in the Board of Directors of the Corporation, subject to any agreement which the Board of Directors enters with the shareholder and those powers reserved to the shareholder by law, the Articles of Agreement or these Bylaws. The Board shall convene a Community Advisory Committee to include at least two directors, a representative of NHCF, other funders, as well as community-based health and social service organizations, to identify and assess community needs and provide input to the Board on the Corporation's grant-making priorities. The Community Advisory Committee shall be convened to provide input to the Board in the development of Corporation's initial grant strategy and periodically thereafter to update the grant strategy.”

“The Form 990 is prepared with the assistance of the Foundation's independent public accounting firm and is thoroughly reviewed by key financial staff of the Foundation's parent-organization. The CFO and Finance Team of the Foundation's parent organization, the New Hampshire Charitable Foundation, will review the 990 prior to filing. A copy of the 990 is also made available to the board for review as well.”

“Any possible conflict of interest (including any pecuniary benefit transaction, as defined in NH RSA 7:19-a) or any transaction entered into by the Corporation in which a Director or officer of the Corporation has a direct or indirect financial interest (a "Pecuniary Benefit Transaction") shall be disclosed in writing to the Board. Every new officer and Director of the Corporation shall be advised of the terms of this Pecuniary Benefit Transaction provision in the Organization's conflict of interest policy upon assuming the duties of his or her office, and shall sign a statement acknowledging his or her understanding of and assent to the terms set by the conflict of interest policy.”

“The Foundation will provide its governing documents, financial statements, and conflict of interest policy upon request.”

“Change in value of split-interest trust -129,450. Transfers from predecessor organization 3,690,827.”

“The audit process has not changed from the prior fiscal year end.”