UMC Inc.

“William j. Querbes and christine heavey have a business relationship.”

“The organization has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the form 990 has been prepared, reviewed by management and is ready to be filed with the internal revenue service, it is electronically sent to the board for approval. Once the board has approved the return it is filed with the internal revenue service.”

“An "interested director" is any director who holds and interest as a partner, stockholder, director, officer, employee or agent of any firm or corporation with which this corporation contemplates contracting or transacting business. Any board member who is an "interested director" must disclose his/her relationship or interest to the full board of directors who will be acting upon or considering any contract or transaction with the business in which the member holds an interest. No director so interested shall participate in the discussions and deliberations regarding such a contract or transaction, nor vote on such contract or transaction. Disclosure shall be made as soon as the board member becomes aware of the potential for a conflict. Such disclosure shall be provided to the executive committee and recorded in the minutes of the first scheduled board meeting after the disclosure is made. Prior to voting upon any contract or transaction involving an interested director, the board shall be presented with information from two other contractors who have been solicited to bid on the contract or transaction in question. The affirmative vote of the majority of the disinterested directors shall be required before this corporation may enter into such contract or transaction. No contract or transaction shall be invalidated or affected in any way so long as the members of the board comply with this policy statement, as such, a contract or transaction between an outside entity and our organizations will be valid even though the entity is associated with a board member provided that the interested board member has (1) provided notice, (2) recused him or herself from condieration of the matter and (3) competitive bids have been obtained. Additionally, the terms of such contract or business relationship must be at least as fair and reasonable to the corporation as would otherwise then be obtainable by such corporation from other businesses unrelated to any board member. In order to properly implement this policy, each board member shall provide an annual disclosure setting forth all potential and actual conflicts of interest or indicating that no such conflicts exist. This disclosure shall be in the form of a letter directed to the members of the corporation.”

“It is the policy of umc, inc. To ensure that compensation of individual employees considered "highly compensated employees" is discussed, researched, reviewed and documented by the governing board. The purpose of this policy is to ensure that compensation for umc, inc. "highly compensated employees" falls within the realms and boundaries of similar positions in similar regional areas, and that the compensation is not out of the boundaries set forth by state regulations of non-profit institutions. In the event that a "highly compensated employee" is considered for employment by umc, inc., the governing body will begin and follow the process below: 1. Discussion of candidate(s) for position. 2. Research and retrieval of pertinent information from sources such as local salary surveys, and surveys done by provider agencies, both state and national. 3. Documentation of discussions regarding the possible compensation levels. 4. Once the compensation levels are discussed and the candidate agrees to the offer, the governing board discussions and resultant decisions are documented and kept in the candidate's personnel file. 5. At least yearly, the compensation policy will be reviewed and discussed, and any recent or timely salary surveys will be brought to bear for discussion by the governing body.”

“The organization makes its form 990 available for public inspection as required under section 6104 of the internal revenue code. The return is posted on guidestar.org and other similar types of websites. In addition, the financial statements, conflict of interest policy, articles of incorporation and by-laws are also available upon written request or by calling the organization directly at 845-339-6683.”

“The organization has a committee that is responsible for the oversight of the audit of its financial statements and selection of an independent accountant. The process has not changed from the prior year.”