Pace at Home Inc.

“The organization may have members consisting of "class a members and "class b members". There may be a maximum of two (2) class a members. The class a members shall have the right to vote on all matters submitted to the members for a vote, and on each such matter each class a member shall have one (1) vote. Class b members shall not be entitled to vote on any matter. Each member must be recognized as a tax-exempt entity under the internal revenue code.”

“The property, business and affairs of the organization shall be under the direction of a board of directors. Each class a member shall be entitled to designate four (4) class a directors. Each class b member shall be entitled to designate three (3) class b directors.”

“A copy of the completed form 990 is made available to each board member prior to filing. In addition, the executive director reviews the completed form 990 with the return preparer prior to filing.”

“The conflict of interest policy applies to all "interested persons", defined as any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction and arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict exists. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropropriate disciplinary and corrective action. The minutes of the governing board and all committees with board delegated powers shall contain (1) the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed and (2) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, and a record of any votes taken in connection with the proceedings. A voting member of the governing board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member's compensation. A voting member of any committee whose jurisdictionn includes compensation matters and who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member's compensation. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, eit”

“Documents are made available for inspection at the organization's office upon reasonable request.”