Adagio Health Inc.

“The executive committee shall be composed of the officers of adagio health and the immediate past chair of the board of directors. The executive committee shall be authorized to act for the board between its regular meetings. After consultation with the board, the executive committee shall review the performance of the president/ceo. The executive committee shall also determine the president/ceo's compensation. The president/ceo shall not participate in the executive committee's discussion of, or votes on, matters pertaining to her/his performance evaluations or compensation. Except as otherwise provided for in these bylaws or by resolution of the board, the executive committee shall have and may exercise all of the powers and authority of the board of directors.”

“Adagio health's bylaws were amended and restated on october 26, 2017 with an effective date of january 1, 2018. Significant revisions include: section 3.1 - board members shall now be at least eighteen (18) years of age. Section 3.2 - the powers granted to members of adagio health are now coextensive with those powers reserved to members of nonprofit corporations under pennsylvania law. Section 3.4 - the annual meeting of corporate members shall be held concurrently with the annual meeting of the adagio health's board of directors. Additionally, the treasurer no longer has the power to call special meetings of the members. Section 4.1 - the board of directors is now capped at 19 voting directors and shall be at least eighteen (18) years of age. Section 4.4 - other than the immediate past chair of the board, directors are now limited to a maximum of two (2) three year terms and the provision permitting a director to be reelected to the board after reaching the maximum term limit has been removed. Board officers may complete their officer term even if board term has expired. Section 4.18 - the provision forbidding an employee of adagio health, an employee's immediate family member, or any person receiving more than 10% of her/his gross annual income from adagio health from serving as a member or director has been removed. Section 5.1 - the governance committee has been replaced by the board engagement committee. Section 5.3 - the executive committee is now composed of the officers of adagio health and the immediate past chair of the board of directors. The executive committee is authorized to act for the board between regular meetings, review the performance of the president/ceo, and determine the president/ceo's compensation. Section 5.4 - the finance and audit committee is now composed of members of the board of directors and is tasked with overseeing adagio health's financial affairs, reporting to the board with respect to adagio health's budget, provide financial oversight to adagio health's investments, and review financial statements from the cfo. Section 5.5 - the board engagement committee shall now be composed of members of the board of directors. The committee shall prepare, present, and submit nominations for election to the board of directors, and recommend amendments to the bylaws. Section 5.6 - the external affairs committee shall be composed of members of the board. The committee shall oversee public awareness and marketing endeavors, legislative advocacy, and the execution of fundraising efforts. The committee shall also oversee programs and initiatives related to education and increasing awareness of adagio health's programs amongst elected and public officials. Section 5.8 - the finance and audit committee shall be composed of members of the board of directors. Members of the finance and audit committee must be independent of adagio health and must not have a conflict of interest with its outside auditors. The finance and audit committee shall oversee the annual independent audit; review and present the audited financial statements to the board within a reasonable period of time after the close of adagio health's fiscal year; and determine that necessary controls are in place to ensure compliance with the organization's financial policies. Section 5.10 - permitting committees to take action upon the unanimous written consent of all committee members has been struck from the bylaws. Section 6.1 - the officer position of secretary/treasurer has been split into 2 separate positions. The office of secretary shall be filled by adagio health's legal counsel or such person as the board may appoint. The secretary need not be a member of the board of directors. Officers are elected at the annual meeting of the board of directors and may serve no more than two, one year terms at each officer position. Section 6.6 - the treasurer now only has oversight over adagio health bank accounts and not responsibility for the bank a”

“The form 990 is prepared by adagio health's outside audit firm, reviewed by the president and ceo and cfo of adagio health, and then posted on the board's portal for review by all of the board members.”

“Yearly all directors and officers are required to complete a conflict of interest disclosure. The board is responsible for reviewing these, in addition, when any conflict does occur it is the responsibility of the director or officer to disclose the potential risk and the board will then determine the correct course of action.”

“Compensation rate ranges for all positions, including key employees and officers are evaluated periodically. Compensation is set to be reasonable and consistent with fair market value based on similar businesses within the region, taking into account mission, size, revenue, and profitability. The board of directors will assess and agree upon key employees' compensation, without the input of said employees. For all other employees, applicable senior management, along with human resources, will conduct the assessment.”

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

“Adagio health began offering phase one of their "health check" initiative, specializing in acute, brief, walk-in one & done, treat and go services. These services include preventative medicine counseling sessions, adult immunication and injection services, and new health screening services.”

“The audit committee shall oversee the annual independent audit of the agency. The process has not changed from the prior year.”