Umrcph Inc.

“Porter hills presbyterian village is the sole member of porter hills home health east.”

“The board of directors of porter hills home health east is approved by the porter hills presbyterian village governing board of directors.”

“As the sole member of the corporation, porter hills presbyterian village, inc. Shall be entitled to all rights and powers of a member under michigan law, including the following: (a) approve the strategic plan and planning process of the corporation (including without limitation, additions, deletions or significant modifications of services), with approvals conditioned upon whether the plan and the planning process fulfills the mission and objectives of the corporation and the collective mission, objectives and strategic plan of porter hills presbyterian village, inc., and its subsidiaries and affiliates; (b) approve all operating and capital expenditure budgets of the corporation; (c) periodically review and evaluate the operating, financial and other performance of the corporation; (d) appoint the auditors of the corporation; (e) establish limits beyond which the approval of the board of directors of porter hills presbyterian village, inc. Will be required for (i) capital expenditures, (ii) short term, long term and alternative indebtedness and obligations (including guarantees, leases, encumbrances and disposition of land, buildings and equipment by the corporation); (f) establish policies requiring approval of porter hills presbyterian village, inc. Of affiliations, joint ventures, and other business relationships of the corporation; (g) establish such other policies as may be deemed necessary or desirable by porter hills presbyterian village, inc. To fulfill its responsibilities as they pertain to the corporation, including policies establishing standards by which actions of the corporation requiring approval of porter hills presbyterian village, inc. Shall be reviewed; (h) approve any dissolution, liquidation, merger or consolidations of the corporation.”

“The 990 is reviewed by the vp of finance and the cfo before it is filed with the irs.”

“Officers, directors, trustees and key employees are required to annually disclose if they have any interest that may result in a conflict. The form which they sign requires them to promptly report any possible existence of a conflict of interest for themselves or anyone else subject to the policy. If a possible conflict was reported on the annual form or if notice was given after the annual disclosure, the information disclosed would be evaluated and if necessary, compliance would be enforced.”

“All financial reports are available upon request.”

“The process for oversight of the audit has not changed.”