Telos Inc.

“Clare Towers, Inc., Telos, Inc., and St Clare Mangagement Inc. all have a two-tiered governance structure with (Corporate) Members (USP Team & Treasurer) and a Board of Directors.”

“SSSF appoint all the directors.”

“The 'governance' decisions reserved to the (Corporate) members are listed in Article II of each one's Bylaws under Powers and Duties of the (Corporate) members. The corporate members' responsibilities are to: safeguard the purpose of the corporation; appoint all Directors and extend term limits; approve changes to the Articles of Incorporation or the Bylaws of the Corporation; approve the Corporation's establishment of another corporation, endowment, foundation or trust and to approve those Articles and Bylaws; establish guidelines and annually approve operating and capital budgets of the corporation; approve the auditing firm and to accept the audit; approve the purchase, sale, lease, transfer, or mortgage of any real property of the corporation; approve all debt obligations in excess of the threshold established; approve all major fund drives; approve the merger, consolidation or the dissolution of the corporation and to approve the plan for such dispostions proposed by the BOD; and to approve any contract undertaken with a management firm for general administration or full opearation of the corporation.”

“Form 990 is provided to the finance committee which is appointed by the Board of Directors prior to filing.”

“The organization does regularly and consistently monitor and enforce compliance with the conflict of interest policy. Specifically, each year all board members are provided a copy of the policy and a statement to complete, sign and return. A committee reviews the statements for any conflicts and addresses any conflicts.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available upon request or on the management company website at WWW.STCLAREMGT.ORG”

“No changes were made from the prior year.”