Almost Home Kids

“SUMMARY OF MAJOR CHANGES TO THE ALMOST HOME KIDS CORPORATE BYLAWS After working together for a number of years and in the spirt of the common mission, in 2013 AHK affiliated with the Children's Hospital of Chicago Medical Center, the parent corporation for Ann & Robert H. Lurie Children's Hospital of Chicago. To reduce administrative costs and promote efficiencies in operations all AHK personnel became employees of Lurie Children's. In the affiliation agreement, AHK has retained its activities, non-profit status and locations. Executive Director Deborah Grisko continues to oversee clinical operations. AHK has a separate Board of Directors, separate profit & loss statements and separate fundraising goals. All are consistent with the governance, policies and procedures of the Medical Center. As part of its mission, AHK serves children regardless of the family's ability to pay. The inherent shortfall resulting from actual cost of clinical care versus reimbursement rates is omnipresent. AHK raises unrestricted dollars to fund the operating shortfalls and provide Respite Care services to ensure that families and caregivers receive a much needed break from 24-7 caregiving. AHK continues to rely on private support to bridge the funding gap that results from the cost of care and the actual reimbursement rates for its healthcare services. IN CONNECTION WITH THIS TRANSACTION, THE AHK's BYLAWS UNDERWENT SIGNIFICANT REVISION INCLUDING: 1.SOLE CORPORATE MEMBER: THE BYLAWS INCORPORATED CHANGES TO MAKE CHILDREN'S HOSPITAL OF CHICAGO MEDICAL CENTER ("PARENT") THE SOLE CORPORATE MEMBER OF THE CORPORATION. (THE PARENT IS ALSO THE SOLE CORPORATE MEMBER OF ANN & ROBERT H. LURIE CHILDREN'S HOSPITAL OF CHICAGO AND OTHER AFFILIATES). 2.RESERVED POWERS: THE MEMBER HAS CERTAIN RESERVED POWERS INCLUDING: TO (1) APPOINT AND REMOVE ALL DIRECTORS OF THE CORPORATION, (2) NOMINATE ALL THE CANDIDATES FOR THE CORPORATION'S CHAIRPERSON, VICE CHAIRPERSONS AND PRESIDENT AND EXECUTIVE DIRECTOR, AND (3) APPROVE ALL AMENDMENTS TO THE CORPORATIONS ARTICLES OF INCORPORATION AND BYLAWS, ANNUAL BUDGETS OF THE CORPORATION AND ALL STRATEGIC AND LONG-RANGE PLANS OF THE CORPORATION (INCLUDING INVESTMENT POLICIES, PLANS OF MERGER, CONSOLIDATION, OR VOLUNTARY DISSOLUTION), AS WELL AS THE APPOINTMENT OF AUDITORS, EXECUTIVE COMPENSATION, TRANSFER OF ASSETS OR DEBT NOT INCURRED IN THE ORDINARY COURSE OF BUSINESS, CONTRACTS OBLIGATING THE CORPORATION TO EXTEND OR REPAY AN AMOUNT IN EXCESS OF $100,000 INDIVIDUALLY. THE MEMBER IS ALSO ENTITLED TO APPROVE THE SALE, LEASE, EXCHANGE, MORTGAGE, PLEDGE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL THE PROPERTY AND ASSETS OF THE CORPORATION, AS WELL AS THE CREATION OF ANY CONTROLLED OR OWNED SUBSIDIARIES OR AFFILIATES BY THE CORPORATION. 3.BOARD MEMBERSHIP/COMMITTEES: THE BYLAWS REDUCED BOARD SIZE (FROM BETWEEN 16 AND 32 MEMBERS TO BETWEEN 10 AND 15 MEMBERS) AND MODIFIED BOARD MEMBERSHIP TO PROVIDE REPRESENTATION BY THE MEMBER AND APPOINTMENT OF BOARD MEMBERS BY THE NOMINATING COMMITTEE OF THE MEMBER. THE BYLAWS ALSO MODIFY THE NAMES AND RESPONSIBILITIES OF THE VARIOUS COMMITTEES OF THE CORPORATION. 4.MEETINGS: THE BYLAWS WERE ALSO MODIFIED TO ESTABLISH QUARTERLY MEETINGS, INCLUDING AN ANNUAL MEETING, WITH PROVISIONS FOR NOTICE AND SPECIAL MEETINGS. 5.FISCAL AND OTHER MATTERS: THE REVISED BYLAWS ALSO ESTABLISH THE FISCAL YEAR OF THE CORPORATION AS THE FISCAL YEAR OF THE MEMBER AND SPECIFY OTHER FINANCIAL PROCESSES. 6.AMENDMENTS TO THE BYLAWS: THE UPDATED BYLAWS PROVIDE THAT AMENDMENTS TO BYLAWS ARE EFFECTIVE ONLY AFTER MEMBER APPROVAL. 7.CONFLICTS OF INTEREST/NON-DISCRIMINATION: THE BYLAWS ALSO ESTABLISH A REQUIREMENT FOR A CONFLICT OF INTEREST POLICY AND ESTABLISH A GENERAL POLICY OF NON-DISCRIMINATION. 8.DISSOLUTION: UPON DISSOLUTION, ANY REMAINING CORPORATION ASSETS WOULD TRANSFER TO THE PARENT OR OTHER SPECIFIED EXEMPT AFFILIATE OR OTHER EXEMPT ORGANIZATION, WITH ANY ASSETS NOT DISPOSED OF BY THE BOARD OF DIRECTORS TO BE DISPOSED”

“DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS The organization's sole corporate member, the Medical Center, has certain reserved powers, including the power to appoint and remove all directors of the organization.”

“DESCRIBE CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTS The Medical Center, through its board of directors or designated committee, as the sole corporate member of the organization, has certain reserved powers with respect to appointment and removal of directors, appointment of certain officers, approval of amendments to governing documents, approval of financial matters, and approval of significant transactions including, but not limited to, merger, dissolution, disposition of assets other than in the ordinary course of business, and creation of subsidiaries.”

“DESCRIBE THE PROCESS USED BY MANAGEMENT &/OR GOVERNING BODY TO REVIEW FORM 990 A public disclosure copy of the organization's fiscal year 2014 form 990 Was provided to each member of the medical center and Lurie Children's Audit committee (of the board). The audit committee is the committee of The medical center charged with the oversight of audit and tax matters For the parent and affiliates. During a special audit committee meeting, And before the form 990 was filed, the audit committee was provided a Detailed review of the form 990 by the chief financial officer ("CFO"). The cfo and outside tax advisor also responded to the audit committee members' questions and afforded the opportunity for detailed discussion of the Form 990, prior to the audit committee taking action to approve the filing of the form 990. As part of its annual return preparation process, the organization on an ongoing basis consulted its tax consulting firm and outside tax legal Counsel, both of which possess expertise in health care and tax-exempt Return preparation, to advise and assist in the preparation of the form 990. These advisors worked closely with the organization's finance and Internal legal personnel and other members of the organization's team assembled to participate in the preparation of the form 990. Prior to presenting the form 990 to the board's audit committee, the Organization's team, including its advisors, met frequently to discuss And review drafts of the form. Form 990, Part VI, Question 12c Description of Process to Monitor Transactions for Conflicts of Interest On an annual basis, the Medical Center and its affiliates provide a comprehensive questionnaire to its board members, senior management and purchasing personnel posing questions about actual or potential conflicts of interest. The Medical Center initiates follow up contact to those who do not respond and to clarify responses, where necessary. The Medical Center reviews each disclosure and provides a summary of relevant disclosures for the review and approval of its governance committee. Pursuant to the conflicts of interest policy of the Medical Center and affiliates ("Corporation"), directors, officers, physician leaders, and others who are subject to the policy are required to promptly and fully disclose in writing any actual, apparent or potential conflict of interest to the president of the Corporation and General Counsel. This disclosure shall be provided to the Governance Committee of the Corporation which shall consider all conflicts of interest issues and, if appropriate, shall provide such written disclosure to the directors, board committees considering the proposed transaction or other appropriate parties. In addition, on an annual basis, the corporation surveys each individual subject to the policy as to the existence of actual or potential conflicts of interest. The corporation will not enter into an agreement, transaction or other arrangement involving a conflict of interest unless the disinterested members of the Governance Committee of the Corporation's Board of Directors determine by a majority vote that appropriate safeguards to protect the charitable mission of the Corporation have been implemented. The subject interested person may not be present when the vote is taken. If it is determined that a conflict of interest exists, a disinterested person or committee of disinterested members may be assigned to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement, with reasonable efforts, 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 attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested direc”

“AVAIL OF GOV DOCS, CONFLICT OF INTEREST POLICY, & FIN STMTS TO GEN PUBLIC The organization's articles of incorporation and annual reports are available through the Illinois Secretary of State. The organization also makes its general governing documents available to the general public upon request. FORM 990, PART XI, LINE 5 OTHER CHANGES IN NET ASSETS OR FUND BALANCES Temp restricted net assets moved to Hospital B/S ($ 149,449) Perm restricted net assets moved to Hospital B/S ($1,691,424) Acquisition value adjustment 682,473 Miscellaneous 4,001 ------------ Total ($1,154,399)”