Copley Health Systems Inc.

“Copley Health Systems, Inc is comprised of individuals who were members of Copley Hospital, Inc. on December 31, 1986, and individuals who support the Corporation's purpose and believe in its mission. Members shall be appointed to one, two, and three year terms which correspond to the length of their respective terms as former members of Copley Hospital, Inc. Upon expiration of these terms, members may be re-elected; and new members may be elected at any Annual Meeting of the Members. Members shall be required to complete a written Membership Application. Membership in the Corporation is not transferable or assignable.”

“Each year, the members of Copley Health Systems, Inc. will hold an annual meeting. The purposes of the Annual Meeting shall include the election of members to the Corporation, the election of Trustees to the Corporation's Board of Trustees, the election of the community member at large of the governance and bylaws committee, and the transaction of such other business as may properly come before the membership. The Board shall consist of up to twenty-one elected members, the Chief Executive Officer of the Corporation and the President of the Medical Staff of Copley Hospital, Inc. all as voting members. All Trustees must be members of the Corporation.”

“The finance committee reviews the Form 990 prior to submission. A complete copy of the form is made available to all members of the governing body through the finance office.”

“The Governance Committee reviews the statements and surveys completed by interested persons and maintains a list of individuals who may be considered disqualified persons under IRS regulations. The Governance Committee reports the results of its reviews annually to the Board. The internal Compliance Committee of the Corporation reviews any potential conflict of interest which involves an interested person who is not a trustee or officer of the Corporation. The internal Compliance Committee reports the results of its reviews annually to the Board.”

“The Organization's CEO is paid by Copley Hospital, a related organization. The CEO's pay is determined through the use of an outside compensation firm. Senior leadership and other highly compensated individuals have their pay ranges determined through market data from Astron Solutions. The compensation for the CEO is approved by the Board.”

“The governing documents are made available upon request. The conflict of interest policy and matrix are available upon request. The financial statements are summarized in an annual report that is available to the public. The Hospital also submits both their budget and actual financial information to the State of Vermont's Department of Banking, Insurance, Securities & Health Care Administration.”

“Section 1.263(a)-3(n) Election: Copley Health Systems, Inc. 528 Washington Highway Morrisville, VT 05661 EIN 03-0301457 Copley Health Systems, Inc. is electing to capitalize repair and maintenance costs under Regulation Section 1.263(a)-3(n).”

“All salaries and wages are paid through the common paymaster, Copley Hospital, Inc. The number of employees who work for the Organization has been reported on line 2a.”