The Centers for Families and Children

“The Board of Directors is comprised of both voting and non-voting Directors. Directors who hold Principal Director, Life Director and Emeritus Director status are eligible to vote. Directors who hold Ex-officio and Honorary status are ineligible to vote.”

“Circle Health Services is the sole member of The Centers for Families and Children.”

“The Member has the right to approve of individuals selected to serve as Principal Directors on the Board of Directors.”

“The following actions are subject to approval of the Member: (a) Any amendments to the Articles of this Amended and Restated Code of Regulations; (b) The approval of individuals selected to serve as Principal Directors on the Board of Directors; (c) The consolidation, liquidation, dissolution, lease, or sale of all or substantially all of the assets of the Corporation; and (d) Consent to the appointment of a receiver, trustee, or liquidator of the Corporation, or the voluntary filing of a petition in bankruptcy of the Corporation.”

“A copy of Form 990 will not be provided to the Organization's governing body before it is filed. The Chief Financial Officer will review the draft of the return before it is filed.”

“Annually, each director signs a Conflict of Interest Disclosure Statement under the Conflict of Interest Policy. Directors are also required to submit a signed Conflict of Interest Disclosure Statement if circumstances change during the year. If a Conflict of Interest is disclosed, a review is conducted by the disinterested Directors of the Executive Committee. A decision on the conflict is made by majority vote of the disinterested Directors of the Executive Committee.”

“The executive committee, serving as the compensation committee of the board, reviews comparable salary data made available through community resources (i.e.: United Way Services of Greater Cleveland) in determining an appropriate salary level for the organization's executives. The information in the Forms 990 of organizations of similar size and mission are also surveyed. A confidential memorandum is contemporaneously prepared for the executive committee. The executive committee meets in executive session with the full board of trustees to approve the compensation or the organization's executives. The decision of the executive committee is approved and documented in the committee minutes.”

“The Centers makes its governing documents, financial statements and conflict of interest policy available to the public upon request for the same period of disclosure as set forth in IRC section 6104(d).”

“Change in value of beneficial interest in perpetual trusts 1,717,390. Change in value of interest rate swap -17,987. Transfer of Net Assets from El Barrio, Incorporated 3,649,326.”