Edward Ambulance Services LLC

“Greg beauchemin and stephen jamey baker have a business relationship. William kottmann, jason ogden, marianne spencer and paula albright have a business relationship.”

“The organization contracts with parastar emergency systems to provide on-site management and executive oversight.”

“The organization is a joint venture made up of two 501(c)(3) members with the following ownership percentage: community emergency medical service, inc. 45% edward hospital 55%”

“Board is composed of 7 managers. Class a member (edward hospital)is entitled to nominate 4 managers and class b member (community ems)is entitled to nominate 3 managers. Each member votes for the election of all managers. Only the member that nominated the manager may direct the removal of that manager. According to article vii, section 7.2 of the bylaws”

“The governing body of this entity have full authority to govern the affairs except for powers which are reserved to community emergency medical service, inc. And edward hospital, its members, per article vii, section 7.4 of the bylaws. These reserved powers include amendment, modification or repeal of this agreement or the articles of organization; merger, consolidation or affiliation of the company with another entity; voluntary dissolution of the company; addition of new or additional members to the company; sale, exchange, lease or other transfer of, or mortgage of or grant of any security interest in, any real property of the company involving an amount in excess of two hundred thousand dollars ($200,000) in any one transaction (or series of related transactions); sale of greater than ten percent (10%) of the assets of the company; removal of a manager of the company other than as directed by the member that nominated such manager; any borrowing or lending of money by the company in any one transaction or series of related transactions (for any purpose other than trade obligations incurred in the ordinary course of business), or incurring any new or increasing the amount of any existing company indebtedness, or taking any action to mortgage, pledge, hypothecate or grant a security interest in any assets of the company or the assumption of any loan or obligation or guarantee of any loan or obligation of any party other than the company becoming a surety with respect to a third party loan or obligation; the making of unbudgeted capital expenditures in excess of ten thousand dollars ($10,000) in any one transaction (or series of related transactions); any call for capital contributions to the company in addition to the initial capital contributions set forth in section 3.1 of article iii or the issuance of additional membership interests; the approval, termination, amendment, modification or extension of the management agreement authorized pursuant to sections 7.6 of this agreement; making any material or substantial change in the capital or managerial structure of the company or the purposes of the company or the character of its business, for example, a change such that the company's principal activity ceases to be operating medical transportation services; making, executing or delivering, on behalf of the company, an assignment for the benefit of creditors; adoption or amendment of the company's policy for the distributions to members and approval of any distribution by the company to a member or the members regardless of whether the distribution is pursuant to the then current distribution policy; any other matter requiring action or approval by both of the members under the laws of the state of illinois; creation of a new legal entity owned in whole or in part by the company or any member or an affiliate of any member that shall violate section 10.1 of this agreement; doing any act which would make it impossible or impractical to carry on the business of the company; taking any action on behalf of the company with respect to matters outside the ordinary course of business of the company; selecting the legal counsel and the accountants of the company; approval of the lease, sale, transfer, exchange, encumbrance or other disposition of all or substantially all of the property and assets of the company in a single transaction or a series of transactions; adoption of amendment to any investment policy for the company's cash or reserves and any investment of the company's cash or reserves not in accordance with the approved investment policy; the institution of any legal proceedings, including the commencement of any litigation or arbitration against a third party, by the company (other than routine proceedings for the collection of trade debt), the defense of any claims against the company, the negotiation or execution of any settlement agreement, including without limitation any actions or controversies arising under the co”

“THERE ARE NO COMMITTEES.”

“The form 990 and all related schedules were prepared by the organization's finance department and reviewed by an outside tax firm. A copy of the form 990 was provided to the board of directors before the return was filed.”

“The organization regularly and consistently monitors and enforces compliance of the conflict of interest policy by review of the policy annually at the board meeting and requesting submission of conflicts to the secretary of the organization per the policy. The conflict of interest policy covers any director, officer, non-director member of a committee with governing board delegated power or other person in a similar position of authority over the corporation. The disinterested members of the board of directors [or appropriate committee] may, in their discretion, require the interested person to leave the room while the proposed contract, transaction or arrangement is discussed. The covered person shall leave the room while the matter is voted on and only disinterested directors may vote to determine whether to approve the transaction or arrangement.”

“The top management official and key employees are paid by community ems and billed to parastar, inc, the management company. Therefore, a compensation process is not applicable for this organization. The directors of edward ambulance services llc do not receive any form of remuneration from the organization. The directors are compensated from a related entity. The compensation received is reasonable and is based on a percentile of national data with consideration for local and regional pay practices.”

“Documents that are required to be made available to the public will be made available upon request.”

“Distributions to members -525,300.”