Pilgrim Manor Foundation

“Effective as of October 31, 2016 the separate corporate existence of Pilgrim Manor Inc. (38-1651383) ceased and the Merger between United Church Homes Inc. (34-4429276) and Pilgrim Manor was effective. UCH became the sole member and management company to Pilgrim Manor and Pilgrim Manor Foundation.”

“On November 10, 2016, The Board of Directors of United Church Homes, Inc. (UCH), an Ohio not for profit corporation, took the following action for the purpose of approving the appointment of four persons to UCH's wholly owned entity, Pilgrim Manor Foundation, upon the receipt of an affirmative vote of a majority of the Board of Directors.”

“United Church Homes Inc. is the sole member to the Pilgrim Manor Foundation.”

“On November 10, 2016, The Board of Directors of United Church Homes, Inc., an Ohio not for profit corporation, took the following action, for the purpose of approving the appointment of four persons to UCH's wholly owned entity, Pilgrim Manor Foundation, upon the receipt of an affirmative vote of a majority of the Board of Directors. The Amended and Restated Bylaws of the Corporation were prepared and incorporated into the Agreement to memorialize certain covenants of UCH in the governance of the Corporation for a period of three (3) years from and after the Effective Date (the "Covenant Period"), specifically, as follows: During the Covenant Period, the Corporation's Board will be made up of seven (7) members, three (3) of which members will be selected by PM ("PM Directors") and four (4) of which members will be selected by UCH ("UCH Directors"). The term of these seven (7) Directors shall be for three (3) years. In the event, there are any vacancies on the Corporation's Board during the Covenant Period, the remaining PM Directors, or UCH Directors shall fill the unexpired term of the Director(s) that was vacated. The Amended and Restated Bylaws of Pilgrim Manor Foundation, the UCH Board hereby appoints the four (4) persons holding/performing the following positions at UCH as the four members of the Corporation's Board to be selected by UCH: 1. The Chairperson of the Board of Directors of UCH; 2. The President/CEO of UCH; 3. The Sr. Vice President of Finance and Business Strategy/CFO of UCH; 4. The Vice President of Advancement of UCH. These appointments are effective as of the Effective Date of the Merger.”

“The review process is as follows: the 990 is prepared by the Parent and Management Company. It is reviewed by staff and approved by the CFO prior to filing the return.”

“The organization regularly and consistently monitors and enforces compliance with its Conflict of Interest policy as follows: The Parent Organization, United Church Homes, regularly and consistently monitors and enforces compliance with its conflict of Interest Policy as follows: 1. The Organization's corporate Bylaws require that each of the Board of Director members disclose annually, in writing, interests that could be construed as a conflict of interest. 2. UCH has adopted a Corporate Compliance Policy and Program applicable to Directors, Officers, Key Employees, and all other employees, which is inclusive of a Conflict of Interest Policy. The purpose of the Corporate Compliance policy provides that the Organization is committed to conducting its business ethically and in conformance with all applicable laws, regulations, rules and standards. The Policy contains internal requirements related to Gifts/gratuities, outside business or professional interests, personal beliefs and abuse of the employee or volunteer relationship. The Policy is enforced and monitored on an ongoing basis via management, self, or confidential third party disclosure via a secure Hotline. 3. The Organization has also adopted as part of its Corporate Compliance Program a Standards of Conduct. The Standards of Conduct provide that the Organization's staff members, independent contractors, volunteers, and Board members are expected to refrain from and avoid conflicts or the appearance of conflicts between their private interests and those of the Organization. 4. Although most allegations of misconduct are most appropriately addressed by the Corporate Compliance Officer(CCO) or Human Resources, occasionally issues arise that should be addressed under direction of legal counsel. This policy provides guidance for the Compliance Office to determine when and how issues should be turned over to legal counsel. Furthermore, it provides guidance for both the Compliance Office and legal counsel to conduct compliance inquiries and investigations. For purposes of this policy, the term legal counsel refers to either inside or outside counsel. 5. If a potential conflict of Interest arises, the remaining board members or executive committee will determine if in fact a conflict of interest exists.”

“Net Asset Adjustment related to merger and inter-company transfer changes and reporting policy changes.”