Allies Inc.

“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 amend the articles of incorporation or bylaws of the corporation; b. To change the fiscal year of the corporation; c. To approve the annual operating and capital budgets of the corporation; d. 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; e. To select an auditor for the preparation of annual financial statements; f. To take any action which would affect the non-profit, tax-exempt status of the corporation; g. To elect or remove any member of the board of trustees of the corporation; h. To intervene in the event that the sole member determines that the corporation's standard of care is maintained at a level which varies materially from the member's general quality standard of care. I. To dissolve or liquidate the corporation; j. To merge or consolidate the corporation; k. 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; l. To sell of otherwise transfer all, substantially all or a material portion of the assets of the corporation, or to sell or otherwise transfer any subsidiary or affiliate of the corporation; m. To approve the incurrence of any indebtedness or series of indebtedness, either of which exceeds $250,000, or to approve any guarantee of any indebtedness or series of indebtedness, either of which exceeds $250,000; however, with respect to real estate only, to approve incurring indebtedness of $500,000.; n. 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, giving consideration to the recommendation of the president/chief executive officer of the corporation; o. To approve any material transaction or decision made by the corporation or its board that is outside of the ordinary course of business; and p. To modify or rescind any delegation of power by the member to the board of trustees of the corporation, and to reserve such additional powers as the member shall from time to time determine. With respect to each of the reserved powers,the recommendations of the board of trustees of the corporation will be given substantial regard by the member,so long as sound financial and quality criteria are met. Before any recommendation of the board of trustees regarding a reserved power is rejected, the board of trustees shall be entitled to present its views to the member in such format as the member shall determine.”

“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 oversight and selection process has not changed from prior year”