Archway Programs Inc.

“Effective 7/1/2013, by the amendment and restatement of archway programs, inc. Bylaws and charter, woods resources inc, became the sole member of archway programs, inc. The operations and mission of archway programs, inc. Was not modified in any way due to the change in the bylaws and charter.”

“Effective 7/1/2013, by the amendment and restatement of archway programs, inc. Bylaws and charter, woods resources inc, became the sole member of archway programs, inc. The operations and mission of archway programs, inc. Was not modified in any way due to the change in the bylaws and charter.”

“Woods resources inc., by virtue of being the sole member of archway programs, inc. Has the power to appoint board members of archway programs, inc.”

“Reservation of powers. Except as otherwise required by law or the articles of incorporation, the power and authority of the corporation shall be vested solely in, and all the business and affairs of the corporation shall be managed under the direction of the board of trustees of the corporation; provided, however, that the following powers are not delegated by the sole member to the board of trustees of the corporation, but are reserved to the member (the "reserved powers") and may be exclusively exercised directly by the member, or may be exercised by the board of trustees of the corporation only with the specific consent or approval of the member: a. To change the mission, philosophy, objectives or purposes of the corporation; b. To amend the articles of incorporation or bylaws of the corporation; c. To change the fiscal year of the corporation; d. To approve the annual operating and capital budgets of the corporation; e. To approve any variance from the operating budget or the capital budget exceeding ten percent (10%) which has not been approved by the chief executive officer, chief operating officer or chief financial officer of the member; f. To add or terminate any line or location of business of the corporation without the approval of the chief executive officer, chief operating officer or chief financial officer of the member; g. To select an auditor for the preparation of annual financial statements; h. To purchase insurance other than as part of the member's group of insureds; i. To take any action which would affect the non-profit, tax-exempt status of the corporation; j. To elect or remove any member of the board of trustees of the corporation; k. To dissolve or liquidate the corporation; l. To merge or consolidate the corporation; m. To approve creation of any subsidiary organization or affiliation of the corporation with any other entity for the purpose of the joint conduct of business or other programs whether in the form of participation in a corporation (either through the holding of stock or by membership),partnership, joint venture, co-tenancy or any other form of ownership or control; n. To approve mortgages, trust deeds or other liens on any real property assets of the corporation other than to secure refinancings which have been approved as provided below; 0. To sell or otherwise transfer all or substantially all of the assets of the corporation or any other assets of the corporation whose aggregate fair market value exceeds $100,000, or to sell or otherwise transfer any subsidiary or affiliate of the corporation; p. To approve the incurrence of any indebtedness or series of indebtedness, either of which exceeds $100,000, or to approve any guarantee of any indebtedness or series of indebtedness, either of which exceeds $100,000 other than a) an indebtedness or a guarantee of $100,000 to $250,000 which has been approved by the by the chief executive officer or chief financial officer of the member, or b) as part of a refinancing which has been approved by the chief executive officer or chief financial officer of the member; q. To approve submission of an application for any grant, loan or license from any governmental agency or other authority which might result in the imposition of any conditions or requirements potentially inconsistent with the philosophy and mission of the member; r. To hire or terminate and to determine the compensation of the president/chief executive officer, giving consideration to the recommendation of the chief executive officer of the member; and to hire or terminate and to determine the compensation of the chief financial officer/treasurer, giving consideration to the recommendation of the president/chief executive officer of the corporation; s. To approve the exercise of any of the foregoing powers which the corporation may have directly or indirectly, as a member, stockholder or controlling entity of another corporation or participant in any legal partnership, joint venture,”

“The ceo, cfo, and controller will review and approve the form 990. The form 990 is then provided to the board for final review and approval prior to filing. Acceptance is documented in the minutes.”

“The board of trustees reviews and signs the conflict of interest policy during the annual meeting. All new employees must sign the conflict of interest policy during orientation within 45 days of employment to avoid termination.”

“The board of trustees approves appointments and compensation based on the recommendations of management and the finance committee based on independent salary and compensation data. Those deliberations are memorialized in the official minutes which are presented to the board of trustees at the time of the vote at the annual meeting in june. The compensation committee which is comprised of the board will approve other officer and key employee compensation.”

“A member of the public who wishes to review archway programs' irs form 990, audited financials, or other governing documents may request the review in person at the archway programs administrative offices or in writing through the office of the ceo.”

“Inherent contribution arising from affiliation with woods resources, inc. 1,310,307. Opening net assets adjustment arising from affiliation with woods resources 4,425,703.”

“The board of trustees reviews the audited financial statements prepared by an independent auditor and selects the auditor. This process has not changed during the tax year.”