Fremont-Rideout Foundation

“The sole member of the foundation (the "member") shall be the fremont rideout health group, a california non profit public benefit corporation, and this member shall have one (1) vote with respect to the matters or actions submitted to the member for vote, approval, or consent. The member shall have all power and authority conferred upon it by the articles of incorporation of the foundation, these bylaws and the california nonprofit public benefit corporation law.”

“The sole member of the organization has the power to elect and remove directors and appoint the chief executive officer.”

“The member shall have all power and authority conferred upon it by the articles of incorporation of the foundation, these bylaws and the california non-profit public benefit corporation law. The member shall exercise its membership rights through its board of directors; however, that board may, by resolution, authorize one or more of its officers to exercise its vote on any matter to come before the membership of this corporation. In addition,the member may exercise its membership rights at any regular or special meeting of the board of directors of the member, including the following: (a) removal of any or all the directors, as provided herein; (b) selection of directors from a panel of qualified nominees nominated by this corporation's board of directors; (c) selection and removal of agents and employees of this corporation; (d) selection and removal of "foundation director", fixing compensation, benefits, and prescribing duties; or (e) any other powers specified herein. The following actions may not be taken by the board of this corporation without obtaining the approval of the member; (a) adopt or implement the annual operating and capital budget of this corporation, or effectuate any purchases or financing however structured, in an amount equal to or exceeding $10,000; (b) adopt any article or bylaw change; (c) implement any merger, consolidation, affiliation, joint venture activity or alliance between this corporation and any other entity; (d) form any new corporation or otherwise own or control any other corporation or entity as a shareholder, member, partner, or joint ventures.”

“The audit and compliance committee will perform a detailed review and be part of the presentation by the preparer (moss adams llp). The audit and compliance committee will then make a recommendation to the full board. A full copy of the form 990 will be made available to the full board prior to filing.”

“Directors and key employees are required to sign conflicts of interest statements annually which are reviewed by in-house counsel or the compliance officer. Board members are excused from any portion of the meetings where their personal interest would create a conflict on an issue or influence a vote.”

“The governance committee develops the executive compensation policy and strategy to be followed in establishing the CEO's compensation and for the CEO To follow in establishing compensation for other key employees. The primary strategy is to utilize an outside firm to provide executive salary market data within the Health Care industry for comparability when setting executive compensation levels. The CEO then reports salary decisions for key employees utilizing this data to the governance committee. Annually the governance committee reports a summary of its actions and established compensation philosophy to the board.”

“Governing documents and financial statements are available upon request during normal business hours. The conflict of interest policy is not made available to the public.”