Copley Woodlands Inc.

“The Corporation shall have two equal members: Copley Health Systems, Inc. and University of Vermont Medical Center, Inc., both acting through their respective Board of Trustees.”

“The number of Directors of the Corporation shall include two Board members selected by University of Vermont Medical Center, Inc., two Board members selected by Copley Health Systems, Inc., and two residents of Copley Woodlands, which the residents shall select. Said Directors shall serve unless and until removed by the entity which selected them. The regular term of office for each resident Board member shall be two years.”

“The Directors shall have the general management of and control over all properties and affairs of the Corporation and shall have and may exercise all the powers of the Corporation except such as are expressly conferred upon or reserved to the Members by law or by the Articles of Incorporation or Bylaws.”

“A copy of the Organization's Form 990 is provided to Copley Health Systems Finance Committee for review prior to being filed. The Finance Committee takes responsibility for review of the 990 for the Board. CHSI is 50% owner of the Organization. A member of the CHSI Finance Committee is also a member of the Woodland's board.”

“To ensure that the Corporation operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews of compliance with this policy and its disclosure requirements will be performed by the Board of Directors. All concerns relating to the effectiveness of this policy shall be considered by the Board when brought to the attention of its President or managing agent. Additionally, the Board shall annually review the statements and surveys completed by interested persons and shall maintain a list of individuals who may be considered disqualified persons under IRS regulations. The Managing Agent shall review arrangements and agreements with vendors and other such transactions to make sure that they are reasonable, are a result of arms-length bargaining and do not result in inurnment or impermissible private benefit. The Managing Agent shall report the results of its reviews annually to the Board. The Managing Agent of the Corporation shall review any potential conflict of interest which involves an interested person who is not a director or officer of the Corporation. The Managing Agent shall report the results of its reviews annually to the Board of Directors. In conducting the periodic reviews, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of its responsibility for ensuring that periodic reviews are conducted.”

“The governing documents are made available upon request. The financial statements are made available to the public upon request.”

“Officers of this Organization are not compensated for services rendered to the Organization.”

“Section 1.263(a)-3(n) Election: Copley Woodlands Inc. 125 Thomas Lane Stowe, VT 05672 EIN 03-0352086 Copley Woodlands 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.”