Friends Life Care

“The Board may establish an Executive Committee of the Board which, to the extent provided in the authorizing resolution and not prohibited by applicable law or by these Bylaws, shall have and exercise the authority of the Board between meetings of the Board.”

“Control over management duties is delegated to friends life care partners, the parent company.”

“The sole member of the Corporation is Friends Life Care partners, a non-stock nonprofit Pennsylvania corporation which has been recognized by the Internal Revenue Service as exempt from federal taxation under Section 501(c)(3) of the Code and as a public charity under Section 509(a)(3) of the Code.”

“the board of directors of the parent company, Friends Life Care PARTNERS, elects the filing organization's board of directors. the parent company board also has the ability to remove any director, without cause, by vote of 2/3 of the parent board. the parent board may also fill vacancies on the filing organization's board.”

“the sole member, friends life care partners, has approval over the following: 1. the liquidation or dissolution of the Corporation 2. a merger, reorganization or consolidation in which the corporation is Acquired by another entity other than the Member 3. the sale of all or substantially all of the assets of the corporation to an entity that is unrelated to the member the sole member may exercise any other voting rights provided by the articles of incorporation and bylaws.”

“the CFO REVIEWS THE FORM 990 WITH THE PRESIDENT OF FRIENDS LIFE CARE partners. THE FORM 990 IS THEN PROVIDED TO THE FINANCE AND AUDIT COMMITTEE, AND FINALLY TO THE FULL BOARD PRIOR TO THE FILING OF THE RETURN.”

“A Conflict of Interest Policy has been established to identify if any interested person (Director, principal officer or member of a committee with Board of Director delegated powers), has direct or indirect financial interest through direct or indirect business, investment or family. On an annual basis, interested persons have a duty to disclose any actual or possible conflict(s) of interest and are required to sign an affirmation which is given to the chair or executive committee to review. The Conflict of Interest Policy includes procedures for addressing a potential conflict of interest and violations of the policy. Should a conflict of interest exist, the interested person may make a presentation to the board of directors or committee meeting but after the presentation must leave the room while discussion of the transaction is held. Disinterested board members may determine whether the organization can obtain, with reasonable efforts, a more advantageous transaction.”

“To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic review shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm's length bargaining. In addition, the Executive Committee initiates compensation reviews. Compensation studies are done on rotation for different groups of employees. Senior Management compensation was last reviewed in 2014 and the results reported to the Board, one of whom is an HR executive. Senior Management compensation will be reviewed again in 2017.”

“GOVERNING DOCUMENTS AND the CONFLICT OF INTEREST POLICY ARE AVAILABLE UPON REQUEST. FINANCIAL STATEMENTS ARE also AVAILABLE UPON REQUEST.”