Burrell Inc.

“Business relationship: c.j. Davis and adam andreassen have a business relationship.”

“Significant changes to bylaws: on january 1, 2022, the organization completed a transaction, in which a newly created not-for-profit entity, burrell-preferred, inc., d/b/a brightli, became the sole corporate member of the organization. Brightli is to be operated exclusively for the benefit of the organization and an unrelated entity preferred family healthcare, inc. As a result, the organization amended its bylaws. In recognition of the support and expertise that member will contribute to the member's and corporation's shared mission, and to enable the corporation to provide high quality, cost-effective health and wellness care and health education and outreach in the communities served by the corporation, the member shall have those reserved rights and powers described below: (a) to request, but not require, a director (defined herein) be removed from and by the corporation's board of directors, with or without cause, whenever such action may be deemed by the member to be in the best interests of the corporation; (b) to consult with the corporation's board of directors regarding the nomination, appointment or election of any new director to the corporation's board of directors; (c) to consult with the corporation's board of directors regarding all amendments to the articles of incorporation and bylaws of the corporation prior to such amendments being approved by the corporation's board of directors; and (d) to consult with and assist the corporation with the development of the corporation's annual budget, financial management policies and procedures, health care and quality policies and procedures and other operational policies of the corporation. Without limiting the reserved powers set forth in section 3.2, the approval of the member, in the member's discretion, shall be required for any of the following actions of the corporation: (a) any amendments to the articles of incorporation or the bylaws that purport to, or do or would, amend or modify the identity, reserved powers or obligations of the member, including, but not limited to, any amendment or modification of sections 3.1, 3.2, or 3.3 of the bylaws; (b) addition, substitution or admission of any new members, or the withdrawal or removal of any member, of or to the corporation; (c) the incurrence by the corporation of any indebtedness in excess of $500,000.00, or pledging all or substantially all of the corporation's assets for any purpose; (d) the formation or dissolution of any subsidiaries of the corporation; (e) any act requiring the approval of the corporation's member under state or federal law; (f) any changes in the corporation's purposes, mission, or philosophy, or the corporation entering into any new line of business; (g) any act of the corporation requiring the member's guaranty or otherwise creating an obligation, directly or indirectly, of the member; (h) the approval or adoption of: (i) any plan of merger; (ii) any sale, lease, exchange or other disposition of all, or substantially all, of the corporation's property or assets; (iii) the cessation of operations of the corporation; (iv) the corporation entering into any management, administrative services, or similar agreement with any person or entity that provides for such person's or entity's management, direction, or control, whether directly or indirectly, over all, or substantially all, of the corporation's assets or operations; or (v) dissolution of the corporation; (i) the corporation becoming a member of a nonprofit corporation or acquiring stock, membership or any other equity interest in any for-profit entity; (j) the use by the corporation, or any third-party, of the member's name, mark, or logo, including, but not limited to, in social media or electronic, broadcast, online, or print media; or (k) any alteration, modification, or cessation of corporation's status as an exempt entity under section 501(c)(3) of the internal revenue code or that of a federally qualified health center under secti”

“Members: the sole member of the corporation is burrell-preferred, inc., a missouri nonprofit corporation (the "member"). The member is exempt from federal income tax under section 501(c)(3) of the internal revenue code. The member shall have those reserved rights and powers described below: (a) to request, but not require, a director be removed from and by the corporation's board of directors, with or without cause, whenever such action may be deemed by the member to be in the best interests of the corporation; (b) to consult with the corporation's board of directors regarding the nomination, appointment or election of any new director to the corporation's board of directors; (c) to consult with the corporation's board of directors regarding all amendments to the articles of incorporation and bylaws of the corporation prior to such amendments being approved by the corporation's board of directors; and (d) to consult with and assist the corporation with the development of the corporation's annual budget, financial management policies and procedures, health care and quality policies and procedures and other operational policies of the corporation. Approval of the member is required for the following actions: (a) any amendments to the articles of incorporation or the bylaws that purport to, or do or would, amend or modify the identity, reserved powers or obligations of the member, including, but not limited to, any amendment or modification of sections 3.1, 3.2, or 3.3 of the bylaws; (b) addition, substitution or admission of any new members, or the withdrawal or removal of any member, of or to the corporation; (c) the incurrence by the corporation of any indebtedness in excess of $500,000, or pledging all, or substantially all, of the corporation's assets for any purpose; the formation or dissolution of any subsidiaries of the corporation; (e) any act requiring the approval of the corporation's member under state or federal law; (f) any changes in the corporation's purposes, mission, or philosophy, or the corporation entering into any new line of business; (g) any act of the corporation requiring the member's guaranty or otherwise creating an obligation, directly or indirectly, of the member; (h) the approval or adoption of: (i) any plan of merger; (ii) any sale, lease, exchange or other disposition of all, or substantially all, of the corporation's property or assets; (iii) the cessation of operations of the corporation; (iv) the corporation entering into any management, administrative services, or similar agreement with any person or entity that provides for such person's or entity's management, direction, or control, whether directly or indirectly, over all, or substantially all, of the corporation's assets or operations; or (v) dissolution of the corporation; (i) the corporation becoming a member of a nonprofit corporation or acquiring stock, membership or any other equity interest in any for-profit entity; (j) the use by the corporation, or any third-party, of the member's name, mark, or logo, including, but not limited to, in social media or electronic, broadcast, online, or print media; or (k) any alteration, modification, or cessation of corporation's status as an exempt entity under section 501(c)(3) of the internal revenue code, as well as any act that would impact the member's status as an exempt entity under section 501(c)(3) of the internal revenue code. The bylaws of the corporation may be amended or repealed and new bylaws may be adopted by a vote of the majority of the board of directors at a meeting at which a quorum is present, subject further to the consultation and approval rights of the member regarding any amendments to the articles of incorporation or the bylaws that purport to, or do or would, amend or modify the identity, reserved powers or obligations of the member, including, but not limited to, any amendment or modification of the powers of the member as stated in the bylaws.”

“Review of form 990: the form 990 is prepared by an independent accounting firm based on the audited financial statements and information provided by the accounting department of the organization. Prior to filing, a tentative draft of the 990 is reviewed by the system director of finance, the vice president of finance, the executive vice president of finance, the chief financial officer, and the president/ceo before being provided to the board of directors. The 990 is emailed to the board of directors for review before filing.”

“Conflict of interest policy: the organization inquires annually if any of the board members have a conflict of interest. Potential conflicts are reviewed by the board of directors. If a conflict of interest exists, the board member abstains from voting on the matter and the resolution is documented in the board minutes. Corporate compliance is responsible for monitoring and compliance of the conflict-of-interest policy for all employees.”

“Compensation review: burrell hired gallagher to do a compensation review for executives in july 2021. The missouri coalition sponsored a custom compensation and benefits survey performed by cbiz in 2022. The ceo compensation was approved by both the finance committee and the board.”

“Document disclosure: the organization's governing documents, conflict of interest policy, and financial statements are made available upon request. Additionally, financials are made available at each board meeting.”

“Organization's program service: meeting mental health needs when and where they occur, and before they become more serious. Burrell continues to expand the programs and services it provides by continuing to be responsive to the specific and changing needs of the individuals and communities it serves.”

“Payroll agent: burrell inc files consolidated payroll forms and reports with the irs under its ein which include its tax-exempt subsidiaries. This includes form 941's, w-2's, 1099's and other related filings.”

“Other changes in net assets or fund balances: $ (7,471,162) transfer to affiliates (27,362) change in beneficial interest in perpetual trust ------------ $ (7,498,524)”