Rei Medical Clinics Inc

“Regional enterprises, inc. Is the sole member of rei medical clinics, inc.”

“Regional enterprises, inc. May elect one or more members of the governing body.”

“The member shall be entitled to vote on all matters brought before it. In addition to doing all things required by law, the member shall have the following specific rights and responsibilities: a) define the philosophy and mission and establish the long-range goals, strategic plans and overall purposes. B) initiate and/or approve all amendments to the articles of incorporation and bylaws. C) appoint and remove with or without cause, the directors, sanction vacancies, and determine the number of directors. D) approve the establishment and dissolution of any subsidiary corporations. E) initiate and approve long-term borrowing of money and other forms of long-term indebtedness. F) initiate and approve the purchase, sale, lease, disposition, encumbrance or alienation of the real property, and the sale, lease, disposition or encumbrance of substantially all of the personal property. G) approve the corporation's annual operating and capital budgets. H) recommend and approve choice of general legal counsel and certified accountants.”

“The form 990 will be subject to an administrative review and board of director approval before filing.”

“A. Definitions 1. An "interested person" means any current director, principal officer or member of a committee that reports to the board of directors. If a person meets the definition of an interested person for rei or any of its affiliated corporations, that person shall be considered an interested person for all corporations with the rei system. 2. An "insider" means any person who is in a position to exercise substantial influence over the affairs of rei. For purposes of applying the procedures of this policy, the following will be considered insiders: any interested person as defined herein; the managers at rei and its affiliated corporations; and members of the various medical staffs at members' hospitals. For purposes of this protocol, a "manager" includes any person who manages a discrete segment or activity of rei, or any of its affiliates, that represents a substantial portion (i.e., 10% or more) of the activities, assets, income, or expenses of rei or such affiliate as compared to the organization as a whole. Finally, anyone who has been an interested person at any time in the past five (5) years and anyone who was a member of any medical staff of a member hospital at some time in the past five (5) years, shall be considered an insider. 3. For purposes of this policy, "family" of an insider shall mean: a. Such individual's spouse and the parents and siblings of the spouse; b. Such individual's parents, grandparents, siblings (whole or half blood or by adoptions), children, grandchildren and great grandchildren; and c. Spouses of such individual's grandparents, siblings, children, grandchildren, and great grandchildren. B. Disclosure 1. Each director and officer shall disclose to the board of directors, or to the other members of any committee considering a proposed business transaction or arrangement, the existence and nature of any financial interest such person or a member of such person's family may have with respect to such proposed transaction or arrangement. Each director and principal officer shall promptly make disclosures as may be necessary to keep the board or committee fully apprised of such person's financial interests. Disclosure shall also be accomplished on an annual basis by having each director and principal officer execute and deliver to rei a certificate regarding conflicts of interest in substantially the form attached to this policy. 2. The requirement that interested persons disclose their financial interests substantially requires each director and principal officer to disclose any insider transaction in which he or she, his/her family members or a controlled entity are involved. This occurs because the definition of a financial interest is broader than the definition of an insider transaction. However, not all financial interests disclosed will result in a conflict of interest or an insider transaction. A transaction involving a director or officer will fall into one of the following three categories: (i) it neither involves an interested person nor is an insider transaction, (ii) it involves an interested person, but is not an insider transaction; or (iii) it involves an interested person and is an insider transaction. C. Response to disclosures if any director or principal officer discloses a potential financial interest to the board of directors or any committee regarding a proposed transaction or arrangement, the board or committee shall first determine whether the proposed transaction or arrangement could be considered an insider transaction. If the board or committee is certain that the transaction or arrangement will not involve an insider, the board or committee shall follow only the procedures set forth in section iii(c)(1) below. If the transaction or arrangement involves or may involve an insider, the board or committee shall follow the procedures in both section iii(c)(1) and section iii(c)(2). 1. Procedures for disclosures of any financial interest that may result in a conflict”

“Rei medical clinics does not compensate any officers, directors or key employees.”

“Financial statements are available upon request for the same period of disclosure as set forth in section 6104(d).”