Walker Senior Housing Corporation III

“The Executive Committee consists of the Board Chair, Vice Chair, President/CEO, Immediate Past Chair, Secretary, Treasurer, and two other current board members. The Executive Committee may exercise all of the powers of the board during intervals between meetings of the Board of Directors, except that the Executive Committee may not take action with respect to acquisition, disposition, financing or refinancing of real property, with respect to the employment of a President/CEO, or with respect to amendment of the articles of incorporation or bylaws; provided that in any such action, the Executive Committee shall not contravene any action or policy adopted by the Board of Directors.”

“All officers and directors have a business relationship as they all serve as directors on the entity that employs the officers.”

“The articles and bylaws were amended to report a change in the member and actions requiring member approval.”

“Walker Methodist is the sole member of the organization.”

“The Member shall elect all directors and unless provided in a Member action, the board shall consist as the same persons who serve on the board of the Member.”

“The following actions, once approved by the Board of Directors of the organization, must be approved by the vote of the member: a. Merger or consolidation of the Corporation into or with any other qualified foreign or domestic nonprofit corporation other than an entity related to or affiliated with the Corporation; b. Voluntary dissolution of the Corporation; c. The sale, lease, exchange, or other disposition of all or substantially all of the Corporation's property or assets; d. A substantial change to the mission of the Corporation or the present or now intended nature of the Corporation's operations; e. Amendment of the Articles of Incorporation or these Bylaws; and f. Removal of a director pursuant to Section 3 .6 of these By laws.”

“The return is reviewed initially by the CFO/SVP and President/CEO. The Finance & Audit committee of Vivie, the parent entity will review and approve for filing. A copy will be made avaialble to the Board of Directors.”

“Each officer, director, and key employee is required to fill out a conflict of interest form annually. The form is reviewed initially by the President of the Board of Directors and the President/CEO for potential conflicts. If a conflict exists, it is reviewed by the Board of Directors. Any person with a conflict is restricted from voting on related matters.”

“The Board of Vivie determines the compensation of the President/CEO based on comparability data. The President/CEO is reviewed annually by the Executive Board which then reports back to the full Board of Directors. The decision is noted in the board minutes. The President/CEO determines the compensation of other officers based on comparability data and presents this information to the Executive Board of the Board of Directors. This process takes place on an annual basis.”

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

“All employees of the organization are employed by a related entity and all W-2s are issued by that entity. Expenses related to services provided by employees of Walker Senior Housing Corp. III are reported as compensation in Part IX.”

“Change in Value of Foundation 4,067.”