Easter Seals Rhode Island Inc.

“Easter Seals New Hampshire, Inc., a New Hampshire voluntary corporation is the sole member of Easter Seals Rhode Island, Inc., acting through its governing processes.”

“Easter Seals New Hampshire, Inc., a New Hampshire voluntary corporation is the sole member of Easter Seals Rhode Island, Inc. The member shall select the Board of Directors of this Corporation and shall have the power to remove any director or officer of this Corporation.”

“The Easter Seals New Hampshire, Inc. Board of Directors Fiscal Committee reviews and approves long term borrowings up to $100,000 and recommends to the full Board of Directors for approval amounts in excess of $100,000. The Fiscal Committee is empowered to adopt all recommended resolutions and to take all other actions to affect such borrowings on behalf of the corporation and its Board of Directors.”

“The Form 990 is prepared by an independent outside accounting firm and presented to the Audit Committee of Easter Seals New Hampshire, the parent organization, for review before filing with the IRS.”

“Conflict of Interest Policy. Should any item come before the Board that might result in a Director having or appearing to have a conflict of interest either by occupation, place of residence or other holdings, or any other interest, the Director shall make his/her personal interest known to the Board as soon as he/she recognizes a possible conflict and shall refrain from voting on matters regarding the issue, and shall observe the following process, to comply with the provisions of Rhode Island law, the provisions of which are incorporated herein: (a) Each Director, prior to taking a position on the Board, and all present Directors shall submit in writing to the President or the President's designee a list of all businesses or other organizations of which the Director is an officer, director, trustee, member, owner (either as sole proprietor or partner), shareholder, employee or agent, with which the Corporation has, or might reasonably in the future enter into, a relationship or a transaction in which the Director would have conflicting interests. This information shall be updated annually and shall cover the same information for members of Director's immediate families, as well. The President or designee shall become familiar with the statements of all Directors in order to guide the conduct of the business of the board should possible transactions involving Directors arise. (b) At such time as any matter comes before the Board in such a way as to give rise to consideration of a pecuniary benefit transaction involving a Director or member of the Director's family, the affected Director shall make known the potential conflict, whether disclosed by his written statement or not, and after answering any questions that might be asked him, shall withdraw from the meeting for so long as the matter shall continue under discussion. Should the matter be brought to a vote, neither the affected Director nor any other Director who has had a pecuniary benefit transaction in the same fiscal year shall vote on it. A vote to find that the transaction is in the best interest of the Corporation by 2/3rds of the board shall be required in order to enter into the transaction.”

“Easter Seals Rhode Island, Inc. does not compensate its officers or top management officials. They are paid by a related organization, Easter Seals New Hampshire, Inc., the parent organization with oversight and responsibility for eight (8) nonprofit subsidiary entities: Easter Seals New York, Inc.; Easter Seals Maine, Inc.; Easter Seals Rhode Island, Inc.; Easter Seals Connecticut, Inc. D/B/A Easter Seals Coastal Fairfield County (until 7/31/14); Easter Seals Vermont, Inc.; Harbor Schools, Inc.; Manchester Alcoholism Rehabilitation Center; and Agency Realty, Inc. Easter Seals New Hampshire, Inc. has an Executive Compensation Committee that is made up of former chairs of the Board of Directors and other Directors. It meets annually and reviews data on comparable not-for-profit executives of similar sized organizations in the geographical area in which we operate. That data is compiled from information gathered by the Senior Vice President for Human Resources and submitted to the Committee. The Committee meets independently to review the performance of the President, meets with the President to obtain his input, and then recommends compensation levels. It then submits its report to the entire Board of Directors which meets in executive session to review the process and the recommendations. The Committee also reviews the compensation of the highest level employees and provides input to the President in setting their compensation. Contemporaneous substantiation of the deliberation and decision is recorded.”

“Copies of the IRS Form 990 and the nonprofit status determination documents are available for public inspection at the corporate office by appointment.”

“Change in Fair Value of Beneficial Interest in Trust Held by Others 2,851.”

“The audit process has not changed from the prior year.”