Covenant Community Care Inc.

“The executive committee consists of the chairman of the board, vice-chairman, secretary, treasurer and up to two other members of the board who shall be appointed by the board of directors from time to time. The executive committee shall have an exercise the authority of the board of directors in the management of routine operation of the corporation within the scope of established policy and general plans.”

“The following additions were made to the 3rd restatement of bylaws under the section of specific duties and power (section 3.2): - approving the federal grant application, as well as other grant applications and requests to federal, state, and local agencies related to ccc's federal health center scope of project, including but not limited to change in scope requests submitted to the health resources and services administration (hrsa). - engaging in strategic planning and ongoing review and revision of covenant's mission, by-laws, goals, and plans, as appropriate. - approving the selection of an independent auditor and reviewing and officially accepting the annual audit report. - approving covenant's fee schedules, billing and collections policies and other financial management policies updated by-laws clarifies that the board committees, including the executive committee does not have the power to amend the articles of incorporation or the by-laws. (article 6, section 6.1 and 6.6) section 12.2 specifies that "bylaws may be amended: (a) by the affirmative vote of a majority of all directors then in office who are present at a meeting provided a quorum exists and that notice of the meeting has been given to all directors at least ten (10) days before the meeting; or (b) by an action by unanimous written consent. The notice of the meeting that is sent to all directors shall contain a copy of the proposed amendment or describe the substance of the proposed amendment." the following addition(s) was made to the 3rd restatement of bylaws concerning quorum and voting (sections 4.4 and 4.5): -regarding quorum, the updated by-laws state that the presence of a majority of the total number of directors shall constitute a quorum of business transactions. If a quorum is absent, meeting should be rescheduled. - regarding voting, by-laws now specify the rules of voting. Th vote of the majority of the directors present at the meeting with quorum shall be the act of the board. Each board shall have one vote and be present in person to vote (remove communication acceptable). Proxy voting is not allowed. Section 3.7 of the bylaws specifically now states that, "no director will receive a salary or other compensation for services as a director, provided, however, that directors may be reimbursed for reasonable expenses actually incurred in connection with the performance of their duties as directors." article 5 on conflict of interest has been added. In summary the conflict of interest section states that directors and officers shall disclose any conflicts and have the duty & fidelity to report any conflicts to the organization. In regards to procurements, when conflict exists, board member(s) shall not participate in selection, award or administration of contracts that are supported by the federal dollars. Article further states that board shall establish and regularly review a set of code of conduct that prohibits conflicts of interest or the appearance of; prohibits acceptance or solicitation of gifts or favors and appropriate disciplinary actions in the event conflict of interest/code of conduct has been violated.(section 5.1, 5.2, 5.3) section 5.3 additionally states organization's conflict of interest policy must prohibit a corporation from making a direct or indirect transfer of money or other property or incurring indebtedness to or for the benefit of its directors or officers without adequate consideration, and (b) internal revenue code section 4958 and the treasury regulations promulgated thereunder, which prohibits "excess benefit transactions" between the corporation, as an entity that is tax exempt under internal revenue code section 501(c)(3), and persons who are disqualified persons (as defined in code section 4958 and the treasury regulations promulgated thereunder) or between the corporation and a domestic or foreign corporation, domestic or foreign business corporation, firm or association of any type or kind, in which one or mor”

“Form 990 is prepared by an independent cpa firm and reviewed in detail by the chief financial officer. The reviewed form 990 is then provided to the board of directors prior to filing with the irs.”

“The finance team monitors all transactions entered into by the organization and the board reviews the conflict of interest policy annually. Both officers and board members sign annual statements. Any potential conflicts of interest are brought to the board for review and approval. If an issue were to arise during the course of the board meeting, the board member with a conflict would excuse himself or herself from the decision making process and the board would vote on whether or not the transaction is in the best interest of the organization.”

“Compensation of the ceo is recommended by the executive committee and reviewed by the board of directors. The executive committee uses the mpca salary survey for comparability data every year. This process is documented by memo and the decision is documented in the board minutes. The ceo determines compensation rates for all other officers. The mpca salary survey is used for comparability data. The approved compensation is documented by memo and retained with the organization's payroll and hr files.”

“The governing documents, conflict of interest policy, and financial statements are all available upon request.”

“The organization's audit committee assumes responsibility for oversight of the audit of its financial statements and selection of its independent accountant. This process has not changed since the prior year.”