Allies Inc.

“Don tretola, senior director, and elise tretola, president and ceo, are husband and wife.”

“Allies, inc. Amended their bylaws on may 16, 2017. A new section was added under article iv to reflect the addition of a vice chairperson. The vice chairperson shall perform the duties of the chairperson in the absence of the chairperson or in the event of the chairperson's inability or refusal to act. A new section was also added under article v for the addition of a nominating committee, which will solicit, receive and forward its approval of all lists of candidates with its recommendations for appointment and seating on the board. Article vii was changed to report on the conflict of interest policies, instead of meetings policies, and subsections described the duty, full disclosure, disqualification and record of conflict. The last change was the addition of section 5 under article vii, which describes what would happen in the event of the dissolution of the corporation.”

“Woods resources inc., is the sole member of allies inc.”

“Woods resources inc., as the sole member of allies inc. Has the power to appoint board members of allies 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; o. 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 tax return is reviewed by the controller and chief financial officer. The complete form 990 is provided to all board members for their review prior to filing with the internal revenue service.”

“The board of trustees and management annually review and disclose any conflicts of interest at the first board meeting of each fiscal year. This policy is monitored throughout the year.”

“Executive compensation is reviewed by the senior management team annually. A formula is developed for annual compensation of the executive officers which is based on overall agency growth. Salaries are compared to surveys performed on an annual basis for social service providers to other agencies of comparable size and revenue to ensure reasonableness. The compensation of each of the senior management team member is reviewed annually for base pay, benefits, and incentives.”

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

“The process has not changed from the prior year.”