Chc Community Care LLC

“FORM 990, PART VI, QUESTION 6 THE COMPANY SHALL HAVE twelve CLASSES OF MEMBERS, DESIGNATED AS CLASS A, CLASS B, CLASS C, CLASS D, CLASS E Class F, Class G, Class, H, Class I, Class J, Class K and Class L AS SET FORTH IN THE CERTIFICATE OF FORMATION AND COMPANY AGREEMENT AS FOLLOWS: (A) THE SOLE CLASS A MEMBER OF THE COMPANY IS COMMUNITY LTACH, LLC. EXCEPT AS OTHERWISE PROVIDED IN THE CERTIFICATE OR THIS AGREEMENT, THE CLASS A MEMBER SHALL BE THE SOLE VOTING MEMBER OF THE COMPANY. (B) THE SOLE CLASS B MEMBER OF THE COMPANY IS TRINITY MOTHER FRANCES HEALTH SYSTEM, A TEXAS NOT-FOR-PROFIT CORPORATION. IN THE EVENT THAT TRINITY MOTHER FRANCES HEALTH SYSTEM CEASES TO BE A CLASS B MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS B MEMBER OF THE COMPANY. (C) THERE SHALL BE NO MORE THAN ONE CLASS C MEMBER. IT SHALL BE AN ORGANIZATION THAT SATISFIES THE REQUIREMENTS FOR MEMBERSHIP SET FORTH IN THE CERTIFICATE AND THIS AGREEMENT. FROM THE DATE THAT THE FIRST CLASS C MEMBER (WHENEVER DESIGNATED BY THE MANAGERS) CEASES TO BE A CLASS C MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS C MEMBER OF THE COMPANY. (D) THERE SHALL BE NO MORE THAN ONE CLASS D MEMBER. IT SHALL BE AN ORGANIZATION THAT SATISFIES THE REQUIREMENTS FOR MEMBERSHIP SET FORTH IN THE CERTIFICATE AND THIS AGREEMENT. FROM THE DATE THAT THE FIRST CLASS D MEMBER (WHENEVER DESIGNATED BY THE MANAGERS) CEASES TO BE A CLASS D MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS D MEMBER OF THE COMPANY. (E) EACH AND EVERY CLASS E MEMBER (WHENEVER DESIGNATED BY THE MANAGERS) SHALL BE AN ORGANIZATION THAT SATISFIES THE REQUIREMENTS FOR MEMBERSHIP SET FORTH IN THE CERTIFICATE AND THIS AGREEMENT. (F) THE SOLE CLASS F MEMBER OF THE COMPANY IS Midland Memorial Community Care, A TEXAS NOT-FOR-PROFIT CORPORATION. IN THE EVENT THAT Midland Memorial Community Care CEASES TO BE A CLASS F MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS F MEMBER OF THE COMPANY. (G) THE SOLE CLASS G MEMBER OF THE COMPANY IS Baptist Community Health Services, A Kentucky NOT-FOR-PROFIT CORPORATION. IN THE EVENT THAT Baptist Community Health Services CEASES TO BE A CLASS G MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS G MEMBER OF THE COMPANY. (H) THE SOLE CLASS H MEMBER OF THE COMPANY IS Hendrick Medical Center, A TEXAS NOT-FOR-PROFIT CORPORATION. IN THE EVENT THAT Hendrick Medical Center CEASES TO BE A CLASS H MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS H MEMBER OF THE COMPANY. (I) THERE SHALL BE NO MORE THAN ONE CLASS I MEMBER. IT SHALL BE AN ORGANIZATION THAT SATISFIES THE REQUIREMENTS FOR MEMBERSHIP SET FORTH IN THE CERTIFICATE AND THIS AGREEMENT. FROM THE DATE THAT THE FIRST CLASS I MEMBER (WHENEVER DESIGNATED BY THE MANAGERS) CEASES TO BE A CLASS I MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS I MEMBER OF THE COMPANY. (J) THE SOLE CLASS J MEMBER OF THE COMPANY IS Baptist Community Health Services, A Kentucky NOT-FOR-PROFIT CORPORATION. IN THE EVENT THAT Baptist Community Health Services CEASES TO BE A CLASS J MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS J MEMBER OF THE COMPANY. (K) THE SOLE CLASS K MEMBER OF THE COMPANY IS Baptist Community Health Services, A Kentucky NOT-FOR-PROFIT CORPORATION. IN THE EVENT THAT Baptist Community Health Services CEASES TO BE A CLASS K MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS K MEMBER OF THE COMPANY. (L) THE SOLE CLASS H MEMBER OF THE COMPANY IS Medical Center Health System Foundation, A TEXAS NOT-FOR-PROFIT CORPORATION. IN THE EVENT THAT Medical Center Health System Foundation CEASES TO BE A CLASS L MEMBER OF THE COMPANY, THERE SHALL NO LONGER BE A CLASS L MEMBER OF THE COMPANY. DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS FORM 990, PART VI, QUESTION 7A NO MEMBER, OTHER THAN CLASS A MEMBER, SHALL HAVE ANY VOTING, VETO, APPROVAL OR CONSENT RIGHTS. DESCR CLASSES OF PERSONS, DECISIONS REQUIRING APPR & TYPE OF VOTING RIGHTS FORM 990, PART VI, QUESTION 7B THE FOLLOWING ACTIONS BY”

“Interest form 990, part vi, question 12c procedures: 1. Actual or potential conflicts of interest must be disclosed by the interested party to the appropriate governing body or a committee of the said organization being considered by the governing body or committee or if an interested person becomes aware of a potential conflict before the matter is under consideration by the governing body or the committee, then the interested person may disclose the potential conflict of interest to the organization's appropriate management personnel, chief compliance officer, general counsel or the audit and compliance committee of the governing body (or if none, the chairman of the board) 2. An interested person may make a presentation and answer questions posed at the governing body 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 potential conflict of interest. 3. The chairperson of the organization's governing body or committee shall, if he/she deems appropriate, appoint a disinterested person or committee to investigate the potential conflict of interest and alternatives to the applicable transaction or arrangement or other resolution of a potential conflict of interest. 4. After exercising due diligence, the governing body 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. 5. 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 chc community care organization's best interest, for its own benefit, and whether it is reasonable. The governing board or committee shall make its decision as to whether to enter into or continue the transaction or arrangement. 6. Employees and others engaged by the organization must seek guidance and approval from appropriate management personnel prior to pursuing any business or personal activity that might constitute a conflict of interest. 7. The organization's chief compliance officer working with the chief financial officer will be responsible to ensure those conducting auditing and monitoring reviews of internal controls are free from any conflicts of interest or other influences that would impair their ability to objectively carry out their work without bias. 8. If the governing board or committee of the organization has reasonable cause to believe a board/committee member or employee has failed to disclose actual or possible conflicts of interest, the member or employee will be informed of the basis for such belief and afforded an opportunity to explain the alleged failure to disclose. 9. If after hearing a member's or employee's response and after making further investigation as warranted by the circumstances, it is determined that there was a failure to disclose, there will be appropriate disciplinary and corrective action, which could include, without limitation, termination of the person's membership, employment or contract. Records: minutes of the governing board and all committees of the organizations with board delegated powers shall contain: a. The names of the persons who disclosed or otherwise were found to have an actual or possible conflict of interest, the nature of the interest, any action taken to determine whether a conflict of interest was or is present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed or exists. B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and”