Non-Profit Management Solutions

“Management services were provided by united disabilities services foundation.”

“United disabilities services foundation (foundation) is the sole member of non-profit management solutions(npms). As sole member, the foundation has significant rights as described below.”

“The foundation, as sole member of npms, may appoint and remove all members of the board of directors of npms.”

“United disabilities services foundation, as sole member of npms, has the power: (a)to amend npms' articles or bylaws; (b)to purchase, sell, lease or encumber with debt in any way real property of npms, or to create any encumbrance upon or execute any debt instrument affecting or restricting any asset of npms in excess of an amount specified from time to time by resolution of the sole member, and in excess of the annual capital and operating budgets of npms; (c)to transfer any assets of npms not in the ordinary course of business if the amount involved in any such transaction is in excess of an amount specified from time to time by resolution of the sole member; (d)to approve non-budgeted expenditures by npms of such amounts specified from time to time by the sole member; (e)to approve the annual operating and capital budgets of npms; (f)to appoint and remove all members of the board of directors of npms; (g)to approve the selection of the president, the approval of which shall not be unreasonably withheld; (h)to approve, before it may become effective, the creation of any taxable or tax-exempt subsidiary organization of npms; and (i)to approve investment advisors, managers, outside legal counsel, and auditors of npms.”

“Form 990 is discussed at the executive and finance committee meetings for members review and comment. In addition, the form is electronically made available for distribution to the entire board of directors.”

“Each board member signs a conflict of interest statement disclosing any conflicts. Also, conflict of interest is discussed during the annual board meeting.”

“United disabilities services foundation, (udsf) the sole member, has a formal executive compensation process. Udsf periodically completes an executive compensation study by selecting an outside, independent advisor. The advisor works with our sr. Leadership team and our board of directors to review job descriptions,organization background and future strategy and financial information. The advisor conducts a market analysis by soliciting multiple survey sources and viewing data by industry segment, non-profit segments, regional scope and similar revenue size. The advisor presents findings and recommendations to the executive committee of the board. Udsf also has a formal director-level compensation process. It is the same process as the executive process. However, the findings are presented to and approved by the senior leadership team and human resources.”

“Made available upon written request.”