Spofford

“Classes of members or stockholders cornerstones of care is the sole member of spofford. The board of directors is approved by cornerstones of care, which also provides management oversight.”

“Election of members and their rights cornerstones of care must approve the selection of board members.”

“Decisions subject to approval of members the actions of the board of directors are subject to approval by cornerstones of care.”

“The board of directors of the agency retains final responsibility for the preparation and review of the agency's annual information return (form 990) filed with the internal revenue service. The board delegates the responsibility for the preparation of the form to its accounting firm. The board, along with appropriate financial management, review the draft of the form 990 prior to filing.”

“At the time of hire, the ceo or his/her designee shall provide to employees a copy of the conflict of interest policy. In addition, on an annual recurring basis, the ceo or his/her designee shall provide to the corporate directors and all key employees (as identified on the irs form 990)applicable conflict of interest disclosure forms and questionnaires and related policy acknowledgements, which shall be completed to identify any relationships, positions, or circumstances related to any potential conflicts of interest . The ceo will collect the completed forms and review with the board chair, chief business officer and director of finance & accounting any related party transactions that were disclosed, to assess for presence of conflict of interest and, if so, appropriate steps to mitigate. During the course of business, each member of the board and each key employee shall disclose fully and frankly any and all actual or potential conflicts or duality of interests of responsibility, whether personal, individual, or business, which may exist or appear to exist. A duality of interest becomes a conflict of interest only if the chairperson of the board decides that a conflict of interest exists, because the duality of interest is so substantial that it could compromise objective decision-making or could otherwise be detrimental to the organization. If a conflict of interest is determined to exist, 1) the individual possessing the conflict of interest, may make a presentation at the board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and vote on, the transaction or arrangement resulting in the conflict of interest, 2) the chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement, 3) after exercising due diligence, the board or committee shall determine whether the organization can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest, 4) if a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest and for its own benefit and whether the transaction is fair and reasonable to the organization. Its decision as to whether to enter into the transaction or arrangement shall be in conformity with such determination. Nondisclosure of information shall be strictly enforced, and records of proceedings shall be entered into the minutes of the board and all committees.”

“Compensation process for top official our overall executive compensation strategy is to attract, retain and motivate highly qualified executives. The key executives for 2016 were comprised of the president and ceo, the chief operating officer, the chief business officer and the agency presidents. The principal objectives of our executive compensation are (1) attract and retain highly-qualified and talented individuals and (2) motivate these individuals to achieve our short-term and long-term business objectives in alignment with our strategic plan. Cornerstones of care's board of directors oversee the compensation of the president and ceo. In addition, the board of directors consults with the president and ceo on the compensation for the other above named key executives. In 2014, the cornerstones of care board of directors reviewed competitive compensation data and approved the base salary and salary adjustment for the president and ceo. After consultation with the board of directors, the president and ceo determine appropriate compensation and salary increases for the other key executives. In may, 2014, the board of directors considered the competitiveness of salaries paid to our executives by reviewing comparative survey data obtained from the compensation consultant, lockton. Lockton presented their findings to the board of directors along with recommendations for increases to key executives' salaries to move toward more competitive base pay. After review and discussion of this data, salary adjustments were determined for key executives.”

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

“No changes were made to the process for oversight of the audit or the selection of the independent accountant.”

“Spofford merged into cornerstones of care, a 501(c)(3) organization, effective january 1, 2017. Operations in spofford ceased on december 31, 2016 and net assets of $1,737,373 were transferred to cornerstones of care.”