Hattie Larlham Community Services

“The sole member of the corporation is hattie larlham care group. There is only one class of members.”

“Action by the member of the corporation shall be required, and shall be sufficient, for the following matters a) to elect the members of the board of directors (the "directors") and to remove the directors, b) to amend or repeal the articles of incorporation or the code of regulations, c) to dissolve or terminate the existence of the corporation. The directors shall be relieved from liability for managerial acts or omissions imposed upon directors by law, to the extent that, and as long as, any discretionary power in the management of corporate affairs of the corporation is exercised by the member pursuant to the code of regulations, the articles or incorporation, or applicable law.”

“The member must approve the following actions of the board of directors before such actions become effective a) any merger or consolidation of the corporation and any sale of substantially all of the corporation's assets, b) the creation of any subsidiary organization or the affiliation of the corporation with any other entity for the purpose of the joint conduct of business or other programs, whether in the form of participation in a corporation, partnership, limited liability company, joint venture, co-tenancy or any other form of ownership or control, c) the approval of the annual budget of the corporation, d) the adoption of any new or materially revised services to be provided by the corporation, e) any requests for funding from hattie larlham foundation, and f) any other act for which membership approval is required under applicable law, the articles of incorporation, or the code of regulations.”

“Form 990 is reviewed by the cfo and presented to the treasurer's (finance) commitiee by the tax accountant/preparer and cfo for review and approval. The board of directors then receives a copy of form 990 to review/comment prior to the tax return being filed.”

“Each member of the board of directors receives training on ethical conduct by the director of corporate compliance during their orientation to the board and on an annual basis. Hattie larlham distributes to the board of directors at the annual meeting and during orientation the conflict of interest policy each board member has an obligation to make full disclosure of conflicts of interest. Each year they receive the conflict of interest policy and a declaration statement to read and sign. If a conflict of interest is reported, the disclosure is placed on the agenda of a board meeting where a motion is made to acknowledge the disclosure and vote to determine if the services are appropriate to the needs of the organization. Hattie larlham has specific policies in regards to gifts and gratuities and employment of relatives. The executive staff of hl agencies must also report any conflict of interest to the ceo in regards to gifts, gratuities, and relatives employed at hl under an executives span of control. If a conflict of interest is reported to the ceo, he/she will follow the same policy as it applies to the board of directors under the conflict of interest policy. Hl has a corporate compliance commitiee which meets monthly to monitor all corporate compliance activities. A corporate compliance evaluation is completed on an annual basis by the director of corporate compliance, a vice president of one of the hl agencies, and the quality improvement coordinator to determine which activities need to be addressed.”

“Hattie larlham care group, a related organization, compensates organization's ceo, vice presidents, top management and key employees. The process of determining the compensation for the organization's ceo, vice presidents, top management and key employees includes a meeting of the compensation commitiee with the ceo where the commitiee is presented with salary recommendations compared to prior year compensation and compensation surveys/studys which would then lead to an approval by the commitiee of the compensation to be paid.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“The committee that assumes responsibility for oversight of the audit and selection of the independent accountant has not changed its oversight process or selection process from the prior year.”