Seton Hill Properties Inc.

“Business relationship: catherine meinert, s.c., ruth o. Grant, mary finger, jennifer r. Lundy, robert demichiei, colette hanlon, s.c., and carol j. Billman”

“Seton hill university (shu) shall elect or appoint the members of the board of directors of seton hill properties (shp), and shu shall have the right to remove any one or more of the members of the board of directors of shp, either with cause or without cause. All members of the board of directors must be either a current member of the board of trustees of seton hill university, or an emeritus member of seton hill university board of trustees. At all times, one of the members must be the president of seton hill university, and one of the members must be the provincial superior of the sisters of charity of seton hill, u.s. Province, or her designee, who must also be a member of the sisters of charity of seton hill, u.s. Province.”

“As set forth in the bylaws, any proposal related to amendment of organizing documents, mergers, consolidation, application, certain land and building transactions, approval of budgets, and any other actions not in the ordinary course of business, must be approved by a favorable vote of a majority of the members of the board of trustees of seton hill university then in office, and who are entitled to vote.”

“The governance of the organization is conducted by the board. There are no board committees at this point in time.”

“The organization's form 990 is reviewed internally by seton hill university's (shu) president and finance mangement. Upon the completion of their review the return is reviewed by shu's finance and business affairs committee. Once approved for filing, a complete copy of the return is provided to all of the organization's board members prior to filing with the internal revenue service.”

“Duty to disclose: in connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the other directors with board-delegated powers considering the proposed transaction or arrangement. Determining wheter a conflict interest exists: after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board members shall decide if a conflict of interest exists.”

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

“The operational activities of seton hill properties are governed by the following policies and procedures of seton hill university: document destruction, whistleblower policy, and process for determining compensation when applicable.”

“Annually, the finance and business affairs committee of the board of trustees, engages the services of an independent certified public accounting (cpa) firm to conduct an audit and issue an opinion on the university's financial statements. The cpa firm reports the results of their findings and issues their audited financial statements to the committee. This process has not changed from the prior year.”