Prcd Inc.

“Each board has an executive committee. The executive committee consists of the officers of the board plus the chief executive officer of the corporation and such other directors as the chair may nominate from time to time for appointment by a majority vote of the entire board. Between meetings of the board, and to the extent permitted by law, the executive committee shall possess the powers of the board with respect to managing and conducting the affairs of the corporation, except as otherwise provided by law or within certain by-laws.”

“Ru system, inc. D/b/a rochester regional health, is a new york not-for-profit corporation that coordinates and manages the delivery of housing and health care-related services and education by its affiliates (affiliates). Rochester regional health was formed through a corporate restructuring, effective as of july 1, 2014, which brought together rochester general health system and its affiliates and unity health system and its affiliates. As a result of this corporate reorganization, rochester regional health serves as the sole corporate member of the entities listed below (the "exempt affiliates"). Irs form 1023 (application for tax-exempt status) has been filed for rochester regional health, seeking exempt status under section 501(c) of the internal revenue code. The corporate restructuring which created rochester regional health was accomplished via changes to the governing documents of the exempt affiliates, as follows: (a)rochester regional health was named as the exempt affiliates' sole corporate member; (b)rochester regional health was granted the authority to appoint and remove the governing board of the exempt affiliates; and (c)certain actions of the exempt affiliate and/or its governing board were made subject to the approval of the governing board of rochester regional health. In addition, the governing documents of some (but not all) of the exempt affiliates were changed as follows: (a)the individuals serving on the governing board of certain exempt affiliates include, in whole or in part, the individuals who serve on the governing board of rochester regional health; and (b)the chief executive officer of rochester regional health serves as the chief executive officer of certain exempt affiliates. Finally, the governing documents, specifically the bylaws, of the exempt affiliates, which are each not-for-profit companies pursuant to new york law, were revised to implement the requirements of the non-profit revitalization act ("npra"); a new york law which went into effect on july 1. 2015. The npra required all new york not-for-profit charitable entities to address certain issues in their governing documents, including (but not limited to) conflicts of interest, independent directors, financial audits and whistleblower protections. The exempt affiliates of rochester regional health (for which rochester regional health serves as the sole corporate member) behavioral health network, inc. Grhs foundation, inc. Newark-wayne community hospital north park nursing home, inc. Park ridge child care center, inc. Park ridge housing development fund company, inc. Park ridge housing, inc. Park ridge nursing home, inc. Park way commons housing development fund company, inc. Parma housing development fund corp. Prcd, inc. Rochester general health system dialysis, inc. Rochester general health system rochester general hospital foundation, inc. Rochester general hudson housing, inc. Rochester general long term care, inc. St. Bernard's housing development fund company, inc. St. Bernard's ii, inc. The clifton springs sanitarium company d/b/a clifton springs hospital & clinic the rochester general hospital the unity hospital of rochester united memorial medical center unity aging services, inc. Unity ambulatory surgery center, inc. Unity health system unity health system foundation unity housing development fund corporation woodland village, inc.”

“The organization is a membership (not a stock) corporation under new york state law. The organization's sole corporate member is ru, inc. D/b/a rochester regional health system, a related not-for-profit organization.”

“Ru system, inc. D/b/a rochester regional health, as the sole corporate member, also has the right to approve or ratify significant decisions of the organization's governing body, including amendment of bylaws and charters, removal of members of the governing body, and the decision to dissolve the organization.”

“Prior to filing, a copy of the form 990 is provided to, and reviewed with, all members of the audit and compliance committee. This review is performed in consultation with the organization's tax advisors, and is based on the organization's audited financial statements and other relevant information for the appropriate time period.”

“Upon employment, all employees receive the ethical standard of conduct booklet for which they sign a receipt of acknowledgement. Conflict of interest is defined, as is management of a conflict of interest. Employees are required to disclose and seek resolution to any actual or potential conflict of interest before taking a potentially improper action and thereafter, annually, each key employee and officer of the organization is required to complete a conflict of interest form, providing management with sufficient information about his/her personal interests and relationships so that management can (1) determine whether any actual or perceived conflict of interest exists, and (2) monitor work assignments to avoid placing the key employee or officer in a position where there may be a question as to his/her objectivity as well as to avoid any appearance of impropriety. Throughout the year, key employees and officers of the organization are also required to notify management promptly if any change to their disclosures occurs. Board members leave the room during discussions and abstain from voting when they have a conflict of interest. In addition, each member of the board of directors must also complete a conflict of interest and disclosure form, which must be submitted to the general counsel. Board members leave the room during discussions and abstain from voting when they have a conflict of interest.”

“The organization's officer and key employee compensation arrangements are reviewed and approved by the compensation committee of rochester regional health, a related not-for-profit organization. Information reviewed for the officer/key employee includes comparable data from similar size tax exempt organizations in the western/central ny community as well as compensation for these positions (as disclosed on form 990) with other organizations in the health care industry that are of similar size, demographics and geography. Review and approval of the compensation arrangement by the compensation committee is documented.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request at the administrative offices of the affiliated health system at 100 kings highway south, rochester, ny 14617 and administrative offices of the filing organization. A nominal fee is charged if copies are requested.”

“Rochester regional health was formed through a corporate restructuring, which brought together rochester general health system and its affiliates and unity health system and its affiliates, on july 1, 2014. Rochester regional health seeks to be the provider of choice, while adressing both the affordability and quality of healthcare services that it provides in upstate/western new york.”

“Pension adjustment -180,442. Grant for capital 129,514.”