Umrcph Inc.

“UMRCPH Inc is the sole member of UMRCPH Inc”

“The Board of Directors of UMRCPH is approved by the Brio Living Services (United Methodist Retirement Communities) Governing board of Directors.”

“As the sole member of the corporation United Methodist Retirement Communities 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 of signification modification of services, with approvals conditioned upon whether the plan and the planning process fulfills the mission and objectives of the corporation and collective mission, objective and strategic plan of United Methodist Communities inc and its subsidiaries and affiliates. b)Approve all operating and capital expenditure budge of the corporation. c)Periodically review and evaluate the operating, Financials 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 will request capital expenditures, short term, long term and alternative indebtedness and obligation and disposition of land, building, and equipment of the corporation F) establish policies requiring approval of United Methodist Retirement Communities of affiliation, Joint Ventures, and other business relationships of the Corporation g) Establish such other policies as may be deemed necessary or desirable by Brio Living Services (United Methodist Retirement Communities). to fulfill its responsibilities as they pertain to the Corporation Including policies establishing standards by which action of the Corporation requires approval of Brio Living Serivces shall be reviewed. h) approve any dissolution, liquidation, merger or consolidation of the Corporation.”

“990 is prepared by the Director of Finance and reviewed by the CFO before it is filed.”

“Brio Living Services (UMRC/Porter Hills) expects its employees and trustees to conduct the business of UMRCPH Inc in a legal and ethical manner, observing the highest standards of integrity and business ethics when acting on behalf of Brio Living Services (UMRC/Porter Hills), these individuals should act solely for the benefit of the organization. Each employee and Trustee should avoid any financial relationship or other situation which represents a conflict between UMRCPH Inc interests and other personal interests of the individual. The Brio Living Services (UMRC/Porter Hills) policy on the conflict of interest is distributed annually to members of the Brio Living Services (UMRC/Porter Hills) Board of trustees, Brio Living Services (UMRC/Porter Hills), presidents and CEO, and the UMRCPH Administrative staff, including department heads and center supply staff. At the time of the distribution of the policy, each person will be given the opportunity to disclose real or potential conflicts of interest, which will be kept confidential. Disclosures of any potential conflicts of interest by trustees, and/or staff are forwarded to the governance committee for review. Any transactions between Brio Living Services (UMRC/Porter Hills) and an entity affected by a conflict of interest of any Brio Living Services (UMRC/Porter Hills) employee or trustee shall not be void but shall be valid if 1. The transaction is fair and reasonable 2. The material facts of the conflict are disclosed to the board of trustees or governance committee, 3. The transaction is discussed and voted upon by the board or committee outside the presence of the affected individual, 4. The transaction is approved, and 5. The minutes of the board or committee reflect compliance with the policy. Individuals with a conflict are not permitted to be present during discussion or any vote regarding a conflict of interest. Any trustee of the Brio Living Services (UMRC/Porter Hills) board who becomes aware of a relationship that does, or might, constitute a conflict of interest after completing and signing this form must file an updated Form.”

“Approximately every three years, Brio Living Services (UMRC/Porter Hills) hires an independent consultant to perform a compensation study. In interim years, Brio Living Services (UMRC/Porter Hills) uses industry standard compensation studies from multiple sources. All findings are documented and presented to the compensation committee of the Brio Living Services (UMRC/Porter Hills) board of trustees along with an annual evaluation of the CEO's performance and goals for the coming year. The compensation committee recommends a salary increase to the board of trustees for approval. The deliberation and determination of compensation is documented in the organization's board minutes. This process was last undertaken in 2021.”

“Financials are made available upon request.”

“Other purchases or consultants.”