Easter Seals Inc.

“The Form 990 was provided to the audit committee prior to the final submission. The audit committee, per its charter, is granted authority by the Board to review the Form 990. Additionally, all board members were provided an electronic copy of the Form 990, including all supplemental schedules, prior to its filing with the IRS.”

“1) Conflict of interest forms were sent out and completed by board members and employees for this year. The Conflict of interest policy and forms for volunteers and staff have been recently reviewed by legal counsel to ensure they are consistent with all appropriate requirements and regulations. 2) All conflict of interest forms completed by board members and staff are reviewed by Human Resources to determine if any potential conflicts exist and any potential issues are resolved.”

“The Executive Evaluation and Compensation Committee evaluates the performance and reviews and establishes the compensation of the President and Chief Executive Officer of Easterseals. The Committee also reviews compensation of key executive team members. Comparable compensation data, prepared by several outside sources, is shared with the Committee to assist them in their decision-making. The Committee's decisions are formally documented in minutes.”

“Easterseals, upon request, will provide copies of any of the following documents to the general public for the same period of disclosure as set forth in IRC section 6104(d): 1) Form 1023, 2) Form 990, 3) Form 990-T, 4) governing documents, 5) conflict of interest policy, and 6) financial statements. Additionally, the prior three years of Forms 990 and the financial statements are available on the Easterseals website (www.easterseals.com).”

“Easter Seals, Inc. exists to support the interests of Affiliate Easterseals organizations which consist of two (2) classes: Affiliates and Provisional Affiliates. Affiliates are represented on the Board and have approval rights over amendments affecting certain provisions of the Bylaws of Easter Seals, Inc. In addition, the Bylaws of Easter Seals, Inc. provide for 3 Affiliate CEO voting seats on the Board.”

“The members of the Board of Easter Seals, Inc. are nominated by a Nominating Committee of the Board and elected by the Board as provided in the Bylaws. The Nominating Committee is appointed by the Chair of the Board of Easter Seals, Inc. and shall contain at least 5 members, including 2 Affiliate CEO's and 2 Affiliate Chief Volunteer Officers who are not members of the Board of Easter Seals, Inc.”

“The Affiliates of Easter Seals, Inc. are reserved certain powers under the Bylaws of the organization which require their approval of any amendment to such Bylaws which address: - establishment or modification of affiliation fee formula - changes to the affiliation agreement related to certain standards of affiliation - elimination or alteration of the provision of the Bylaws providing for 3 Affiliate CEO seats on the Board - changes to the section of the Bylaws which establish the above approval rights and any other matter for which the Board seeks approval of the Affiliates.”

“Pension liability adjustments other than net periodic benefit cost 1,361,997. Change in value of split interest agreements -550.”