Fulcrum Foundation Inc.

“Memorial member assocation delegates control of management duties to aspirus medford hospital & clinics, inc., a 501(c)(3) organization.”

“The organization has three classes of membership (1) members admitted by application (no dues required) - including bona fide civic, charitable, fraternal, veterans, trade, and professional organizations, (2) members admitted by payment of membership fee - those who contribute $500 or more to the organization or to aspirus medford hospital & clinics, inc., are considered life members with lifetime voting rights, year-long membership is granted for $5 donated to the organization, and (3) special membership - all members of the amhc volunteers membership criteria is further defined by the organization's bylaws.”

“The members elect the board of directors.”

“The members must approve all amendments to, or restatements of, the articles of incorporation and the bylaws of the corporation.”

“The accounting department accumulates all 990 information. These documents are reviewed by the cfo. The 990 is reviewed by other senior management prior to submission to the internal revenue service and are made available to the board of directors through director's desk or other means of electronic retrieval.”

“The board or committee to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist if a conflict is deemed to exist, such person shall not vote on, nor use personal influence on, or participate (other than to present factual information to or respond to questions) in the discussions and deliberations with respect to such contract or transactions. Such person may be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussions or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation, and whether a quorum was present.”

“For purposes of determining compensation, memorial member association, inc. Relied on related organizations to establish the compensation of the ceo, other officers, and key employees. The related organizations used the following practices for estabishing compensation for such individuals: compensation committee, independent compensation consultant, written employment contract, compensation survey or study, and approval by the board or compensation committee.”

“The organization makes its conflict of interest policy, governing documents, and financial statements available to the public upon request.”

“At the option of the board of directors, an executive committee may be created, to consist of the chairman, vice chairman, secretary, and treasurer of the corporation if established, the executive committee shall have the power to transact all regular business of the corporation during the period between the meetings of the board of directors, subject to any prior limitations imposed by the board of directors. In addition, the executive committee shall recommend to the full board of directors the appointment of a person or persons to fill any vacancy among the directors of aspirus medford hospital & clinics, inc. That are appointed by the corporation.”

“All members of memorial member association, inc.'s board of directors serve on the board of cedar court apartments, inc. Matters involving cedar court apartments, inc. Are resolved during regularly scheduled meetings of memorial member association, inc.'s board, as such, no additional time has been allocated to the related organization. In addition, some officers and directors also provided service to other related organizations other than memorial member association, inc. And cedar court apartments, inc. These hours are reflected in line 2 of column b.”

“Equity adjustment - amhc 47,971.”