Partners Cooperative Inc.

“As a cooperative hospital service organization, the organization has members that are patron hospitals to which it provides its services.”

“The organization's members have voting rights that include the election of one or more members of the organization's governing body. The members appoint directors in a manner set forth in the organization's bylaws.”

“Certain decisions of the governing body are subject to the approval of the members of the organization. These decisions include, but are not limited to, the appointment of directors.”

“The organization has a policy that states that paper and/or electronic copies of Form 990 will be provided to each member of the Board of Directors prior to its filing with the IRS. The Form 990 will be reviewed by the entire Board before submission.”

“The organization's bylaws provide for a review of the conflict of interest and, if necessary, recusal of the interested person. Furthermore, the organization has a clear and detailed conflict of interest policy which establishes a procedure for identifying, reviewing and addressing conflict of interest. This policy also requires each Director, Principal Officer and employee of the organization to annually sign a statement acknowledging receipt of the conflict of interest policy and disclosing any potential conflict.”

“The organization's bylaws provide for an executive compensation committee that has the authority to take action on behalf of the board with respect to the compensation of officers. However, the compensation committee must keep minutes of its proceedings and report its actions to the board. The organization also has a compensation policy. This policy states that on an annual basis the compensation committee will meet to set the president's annual compensation. This policy also states that a third party HR consulting firm will be engaged annually to review the total compensation of the organization's key employees such that total compensation packages are considered fair market and not excessive. The third party HR consulting firm's findings are presented to the compensation committee for the review annually. The compensation committee is required to keep minutes of the meetings and report its actions to the board. The board of directors also fix a reasonable salary or compensation for officers in accordance with policies and procedures adopted by the board of directors and in accordance with applicable irs rules, regulations, and guidelines.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public in its office and upon request.”

“Membership interest redemption -19,457.”

“The entire Board of Directors approves the audit annually. There is no separate committee to perform this function.”