Community Nurses Inc.

“Members elk regional health center, inc. (elk), and penn highlands healthcare (phh) holds certain powers over cni, including the election and removal of officers and directors and any and all amendments to the bylaws or other organizational/governance documents. Phh and elk shall have the following powers with respect to the election and removal of directors: prior to the end of phh's fiscal year, the phh board will meet to elect the directors, with the exception of ex-officio directors. At least sixty (60) days in advance of this meeting, elk shall provide to phh's governance/nominating committee (the "phh governance/nominating committee") a list of one or more candidates (the number of candidates to be determined in the phh governance/nominating committee's discretion) for each expiring director position, with the exception of any ex-officio directors. The list of candidates shall have been developed by elk in consultation with the board of cni. The phh governance/nominating committee shall review each candidate in accordance with the criteria set forth in the phh bylaws, the criteria, if any, set forth in cni's bylaws or policies for which said candidate is being considered for board service, and the policies and rules of phh, including, without limitation, the conflict interest policy (all of which shall be referred to collectively herein as the "eligibility criteria") and develop a list of one or more candidates for each open position (the number of candidates to be determined in the phh governance/nominating committee's discretion). Once the slate of candidates is nominated by the phh governance/nominating committee, the board of elk shall submit to the phh board for election such slate of candidates for the open board positions. The phh board may elect by a vote of the majority or refuse to elect each candidate submitted by the board of elk and may not elect any candidate not submitted by the board of elk and nominated by the phh governance/nominating committee. The board of phh has the power to remove such director at any time with or without cause. In the event that cni desires to fill a vacancy occurring on its board, the phh governance/nominating committee and the board of phh, at the request of elk, shall act to fill such vacancy. Subject to the approval of elk and phh as set forth in the bylaws, the articles and the bylaws may be altered, amended, or repealed and new bylaws or articles may be adopted by the affirmative vote of two-thirds (2/3) of the board. Written notice of the intent to amend the bylaws or the articles and a draft of the proposed change shall be sent to all directors, by the secretary, at least five (5) days prior to any meeting at which amendment of the bylaws or the articles is intended.”

“Form 990 review process the form 990 is prepared by an independent accounting firm based on the audited financial statements and information provided by the accounting department of the organization. A draft of the 990 is thoroughly reviewed by the cfo and ceo and the final return is presented, in its entirety, to the board of directors before being filed.”

“Conflict of interest policy compliance every year, a questionnaire regarding business and family relationships is given to the board of directors & officers. These questionnaires are then reviewed and any conflicts are brought to the attention of the board. Any board member with a conflict of interest must abstain from voting on any issues related to that conflict.”

“Compensation determination salaries are reviewed annually during the budget process, compared to the home care salary & benefits report produced by the national association of homecare for reasonableness, and approved by the board of directors. The ceo's and cfo's compensation are specifically approved by the board.”

“Governing document availability the articles of incorporation are available on the pennsylvania department of state's website. All documents are available to the public upon written request.”

“Mission the staff of community nurses, inc. Oversees the operations of the home health licensed, medicare certified organization, community nurses home health and hospice, inc., which provides skilled nursing, therapy, nutritionist, social work, home health aide, and hospice services to those in need of health services in order to remain in the comfort of their homes. Nurses specially trained in iv, wound, and hospice, along with physical, occupational, and speech therapists utilize the latest technology in telehealth, inr, wound vaccinations, and sonogram to provide for patients of all ages. After discharge, contact is maintained with the patient through post-discharge phone calls and our senior outreach program. Our hospice staff provides for end-of-life care whether the patient decides to remain in the home, hospital, or nursing home setting. Support and bereavement services are also provided for the family, along with group bereavement events, such as the butterfly release memorial service and camp flutterby, a two-day grief camp for children. These services are provided by dedicated staff twenty-four hours per day, and no one is turned away because of inability to pay. The staff of community nurses, inc. Also provides managerial oversight for the home health and home care licensed, private duty agency, community nurses home support services, inc. They provide for limited home health services, such as lab draws and medication management, for those individuals finding it difficult to travel. They provide for home care services such as personal care/bathing, meal preparation, housekeeping, and medication reminders to allow patients to remain comfortably in their homes. For those that desire socialization, our adult day services provide for supervised care and activities to engage the clients both mentally and emotionally. Community nurses, inc. And its subsidiaries believe in providing services along the continuum of care to allow individuals of every age to remain in the comfort of their homes for as long as they so choose. Form 990, part vi, section a, line 2 family or business relationships paula fritz eddy and june sorg have a business relationship. Paula fritz eddy and gennaro aiello have a business relationship.”

“Other changes in net assets fair value adjustment $ 226,548* transfer to affiliate (453,359) ---------- $(226,811) *in october 2012, elk regional health center (health center) signed an affiliation agreement effective july 1, 2013, with penn highlands healthcare, a pennsylvania nonprofit corporation (penn highlands). Penn highlands became the sole member of the health center. The affiliation agreement required assets and liabilities be recorded at fair value as of july 1, 2013, on the penn highlands healthcare financial statements. The health center elected to push down any fair value adjustments to the standalone health center financial statements. As a result, a consolidated $5,084,233 adjustment was made primarily to adjust the carrying value of property and equipment to fair value. Each entity was allocated their share of the adjustment, and the fair value adjustment is reported in the reconciliation amount above. The amounts reported on schedule d, part vi, include this adjustment to fair value.”

“Change in oversight or selection process as a result of the amendment of the bylaws related to the merger with penn highlands healthcare (phh), phh now holds the sole power over the selection of the independent accountant.”