Vna Care Network Foundation Inc

“Atrius Health, Inc., acting through its Board of Trustees or Members (each defined in the by-laws of Atrius Health, Inc.), shall be the sole corporate member of the Corporation (the "Corporate Member or "Atrius Health, Inc.).”

“In addition to the powers provided by law, the Articles of Organization or the By-Laws, the following actions of the Board of Directors shall not be effective unless approved by the Corporate Member: (i) Adoption of all Budgets and Plans (each as defined below) and material changes thereto; (ii) Adoption of all Program Changes, as defined below; (iii) The sale or other disposition of material assets or operations of the Coporation not in the ordinary course of its business; (iv) Mergers or consolidations involving the Corporation; (v) Affiliations involving the Corporation that would affect the governance of the Corporation or cause it to be involved in activities that would compete with Atrius Health; (vi) Amendments to the Articles of Organization; (vii) Amendments to these By-Laws; (viii) Liquidation, dissolution or other restructuring of the Corporation; and (ix) Adoption of the compensation structure and ranges for individuals serving as directors on the Board of Directors (the "Directors") and for senior managers who are employed by, or under contract to, the Corporation.”

“In addition to the powers provided by law, the Articles of Organization or the By-Laws, the following actions of the Board of Directors shall not be effective unless approved by the Corporate Member: (i) Adoption of all Budgets and Plans (each as defined below) and material changes thereto; (ii) Adoption of all Program Changes, as defined below; (iii) The sale or other disposition of material assets or operations of the Coporation not in the ordinary course of its business; (iv) Mergers or consolidations involving the Corporation; (v) Affiliations involving the Corporation that would affect the governance of the Corporation or cause it to be involved in activities that would compete with Atrius Health; (vi) Amendments to the Articles of Organization; (vii) Amendments to these By-Laws; (viii) Liquidation, dissolution or other restructuring of the Corporation; and (ix) Adoption of the compensation structure and ranges for individuals serving as directors on the Board of Directors (the "Directors") and for senior managers who are employed by, or under contract to, the Corporation.”

“990 compiled and reviewed by the CEO and CFO and sent to the Finance Committee for review. The Finance Committee presents to the board for approval. Board members offered a copy of the 990 at that time.”

“Annually the Board is asked to sign a conflict of interest statement. Also, at the beginning of all Board meetings the Board chair asks if there is any conflicts with any of the agenda items.”

“The Executive Compensation Committee made up of independent board members obtain a competitive salary survey from an outside independent source. The Executive Compensation Committee then deliberates and decides on the executive compensation. Other officers and key employees salaries are determined by the CEO and the executive committee. This is based on comparable data that was obtained by a competitive salary survey from an outside independent source.”

“Financial statements are attached to the MA Form PC filed with the attorney general's office, which is open to public inspection. The articles of organization are available at the Massachusetts Secretary of State's office, including on-line. Other governing documents and the conflicts of interest policy are not generally available to the public. Requests for copies of such documents are considered on a case by case basis.”

“Transfer of Net Assets to Affiliates -6,192,948.”