Hamotcole Ventures Inc

“Business relationships: edward c. Pitchford is an officer of cole memorial. Ronald s. Rapp and timothy brown are employed by cole memorial. V. James fiorenzo is an officer of upmc hamot. Gary maras and brad dinger are both employed by upmc hamot.”

“Members: the organization has two members, cole memorial and upmc hamot. The members elect the board of directors and decisions, including amendments to bylaws, are subject to approval of the members.”

“Committees: the organization has no committees with authority to act on behalf of the governing board.”

“Form 990 review process: the form 990 is prepared by an independent accounting firm based on the audited financial statements and information provided by members of the board. The 990 is then presented to the 6 members of the governing board for approval before filing.”

“Conflict of interest policy: each covered person will annually sign a statement that affirms such person has received a copy of the conflict of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands the corporation is exempt from federal income tax and to maintain its federal tax exemption the corporation must engage primarily in activities that accomplish one or more of its tax-exempt purposes. In addition, each covered person will annually complete, sign and promptly return to the board an annual disclosure statement. If an interested person has a position or financial interest in any business or other entity with which the corporation is considering entering into an arrangement or transaction, the interested person must disclose the existence of his or her position or financial interest and all material facts related thereto to the corporation's board of directors as soon as the interested person has knowledge of the potential arrangement or transaction, and whenever requested by the board. An interested person is not required to disclose his or her relationship to cole memorial or upmc hamot or any of their related organizations to the extent such disclosure was made on the interested person's annual disclosure statement. After disclosure of a position or a financial interest by an interested person, and after any discussion with the interested person, the interested person will leave the board meeting while the determination of whether a conflict of interest exists in connection with the proposed transaction is discussed by the board and voted upon. A position or a financial interest will be considered a conflict of interest only if the board makes such determination. An interested person is considered to have a conflict of interest with respect to his or her compensation if the person receives compensation from the corporation and the person's compensation is being discussed or reviewed by the board or any committee thereof. Prior to any discussion and vote on whether a conflict of interest exists, an interested person may make a presentation to the board regarding the interested person's position or financial interest. After such presentation, the interested person will leave the meeting during the discussion of, and the vote on, the proposed transaction. The board will undertake appropriate due diligence and inform itself of all material information reasonably available to it and explore all reasonable alternatives to the proposed transaction that would not involve the conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board will determine by a majority vote of the disinterested directors whether the proposed transaction is (i) in the corporation's best interest, (ii) for the corporation's own benefit, and (iii) fair and reasonable to the corporation. In conformity with this determination, the board will make its decision as to whether the corporation may enter into the proposed transaction. Additionally, hamotcole is covered under the policies of upmc hamot and cole memorial.”

“Document disclosure: the organization's governing documents can be viewed onsite through a written request to cole's corporate compliance officer. Requests for financial statements and 990's are forwarded to the finance / accounting department and are open for public inspection.”