Care Dimensions Inc.

“Care Dimension's Governance Committee was asked to review and update the Care Dimensions By Laws in April 2019 and were shared with the Board for their review and comments. Significant changes are outlined below. Corporate Members: Corporate Members bring both helpful expertise (healthcare reimbursement and finance, quality and compliance, nursing and clinical practice) and strong connections to our important health system partners. As Care Dimensions continues to grow and expand our service area, the number of our partners will also likely grow. Thus, the number of Board representatives from each Corporate Member has been reduced from 2 to 1. Terms of Office: This section was amended to recognize that many Directors serve extended terms especially during times of leadership team transition. To ensure both that the Board composition turns over enough to provide for new ideas and to preserve institutional memory and expertise, a cap of 20% has been placed on the number of Directors who can be serving in extended terms at any given time. With current Board composition (21), 4 individuals could be in extended terms. The changes also give the Board the authority to designate certain individuals as "Emeritus Directors" in addition to the previously existing categories of "Sponsors, Benefactors, Contributors, Advisors or Friends." Committees: Investment portfolio monitoring responsibilities were added to the Finance Committee. The Personnel Committee was renamed the Human Resources Committee. The Nominating Committee was renamed the Governance Committee and its responsibilities expanded to include Board education, and the Board Review and Evaluation Process. The Quality, Compliance, and Performance Improvement Committee has been added as a Standing Committee. Execution of Papers and Voting of Securities: This section has been simplified and now refers to the Signature Authority Policy”

“A copy of the 990 is provided to the entire board prior to filing. Additionally, the Executive Committee, a subcommittee of the board, reviews the 990 prior to filing.”

“The Conflict of Interest Policy is reviewed annually with the Board of Directors. Each member of the Board of Directors, Committee Members, Officers and Key Employees are asked to sign a Conflict of Interest and Relationship Disclosure Statement covering the next fiscal year. This statement certifies that they have read the Conflict of Interest Policy, will disclose any conflict of interest identified, and refrain from voting and from using personal influence related to the conflict of interest identified.”

“The executive committee of the board of directors meets annually to establish and approve the compensation of the organization's ceo based on the ceo's performance and comparative data benchmarks. Comparative data from available published surveys and irs 990's for comparable organizations are used as benchmarks. In addition, every two years a qualified compensation consultant is retained to conduct an analysis and comparative market assessment of executive compensation. The last analysis was done in june 2019. The process is documented in the executive committee minutes.”

“The executive operations team's compensation is reviewed by an outside consultant every two years. The last review was done in june 2019. The ceo presents the executive operation team's proposed annual merit increases and incentive payments to the executive committee for review and approval. Available sources of market surveys and compensation benchmarks are also reviewed and considered as part of the process. The process is documented in the executive committee minutes.”

“Financial Statements, governing documents, and conflict of interest policies are not required disclosures pursuant to the Internal Revenue Code (IRC) Section 6104. These documents are available upon request.”