Nha Properties Inc.

“A committee of the board of directors reviews form 990. The financial data on form 990 is reconciled to the financial information on the audited financial statements. The non financial infomation such as questions concerning governance, policies and tax compliance are reviewed to ensure that they are accuratly answered. Consideration is given as to the completeness of unrelated business income if any”

“1. Duty to disclose in connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. 2. Determining whether a conflict of 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 governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 3. Procedures for addressing the conflict of interest a.an interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. B.the chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. C.after exercising due diligence, the governing board or committee shall determine whether the center can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement. 4. Violations of the conflicts of interest policy a.it the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. B.if after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action”

“In reviewing and approving the compensation of any covered individuals, the n h a properties inc board of directors, or a delegated committee of the board (referred to as the approval body below), will utilize the following process: 1.impartial decision makers. The compensation arrangement must be approved in advance (before any payment is made) by the approval body of nha composed entirely of individuals who do not have a conflict of interest with respect to the compensation arrangement (example: neither the executive whose compensation is being determined nor any of his/her family members may be present during the discussion/debate or participate in the vote). 2.comparability data. When the approval body is considering compensation to covered individuals, it must rely on comparability data that demonstrate the fair market value of the compensation in question. For example, when crafting compensation packages, the approval body must secure data that documents compensation levels for similarly qualified individuals in like positions at like organizations. This data may include the following: a.expert compensation studies by independent firms; b.written job offers for positions at similar organizations; c.documented telephone calls about similar positions at both nonprofit and for-profit organizations; and d)information obtained from the irs form 990 filings of similar organizations. 3.concurrent documentation. The approval body must document how it reached its decisions, including the data on which it relied. To qualify as concurrent documentation, written or electronic records of the approval body (such as meeting minutes) must note: a.the terms of the compensation and the date it was approved; b.the members of the approval body who were present during the debate on the compensation that was approved and those who voted on it; c.the comparability data obtained and relied upon and how the data wereobtained; and e)any actions taken with respect to consideration of the compensation by anyone who is otherwise a member of the approval body but who had a conflict of interest with respect to the decision on the compensation.”

“All governing documents are available for inspection by the public at the organization's offices during normal business hours”