Intervention Associates

“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.”

“Management of intervention associates is delegated to its parent company friends life care partners.”

“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's 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“The bylaws may not be altered, amended or repealed, nor may new bylaws be adopted, except by the affirmative vote of a majority of directors on the parent board at any regular or special meeting of the parent board, provided that the text of such alteration, amendment, repeal of or new bylaws shall have been distributed with the notice of such meeting.”

“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.”

“The governing documents, conflict of interest policy, and consolidated financial statements of all related parties are available to the public upon request.”