Friends Care Inc.

“The executive committee shall consist of those officers of the corporation who are directors and at least one non-officer director approved by the board. The chair of the board is the chair of the executive committee. The executive committee is authorized by the board to conduct routine time sensitive business between scheduled meetings of the board. The executive committee is also authorized by the board to address issues of an emergency nature between scheduled meetings of the board. The executive committee shall meet at the call of the chair when, in his or her judgment, such a meeting is appropriate. The chair shall call a meeting of the executive committee upon the written request of any two members of the executive committee. Three members of the executive committee including at least two officers and at least one non-officer director shall be a quorum for the transaction of business. The executive committee shall report all actions taken at the next scheduled meeting of the board. All members of the board shall be given notice of the committee's meetings at the same time and manner in which notice is given to the committee members and shall be entitled to attend meetings of the executive committee.”

“At all times a simply majority, and no more, of the directors shall be appointed by the baltimore monthly meeting of friends, stony run and directors so appointed shall all be members of the religous society of friends. It is also required that the directors include: (i) at least two directors who are also trustees of broadmead, inc., a friends continuing care retirement community and a maryland nonstock corporation designated as a 501(c)(3) public charity (ii) at least two directors who are also trustees of broadmead medical services, inc., a maryland nonstock corporation designated as a 501(c)(3) public charity”

“The form 990 is prepared by an independent accounting firm. The form 990 was reviewed initially by the cfo/treasurer and then the entire board for accuracy and completeness. After review, comments were provided to the independent preparer to make adjustments. A finalized copy was provided to the entire board prior to filing with the internal revenue service.”

“As part of friends care, inc.'s quaker religious tenets, the organization does not use checklists or require signatures on certain documents. There is a verbal acknowledgement of both independence and conflict of interest issues annually, which is reported to the risk management committee. Trustees are required to report conflicts of interest or independence issues that arise during the year to the risk management committee. The risk management committee then determines whether a potential conflict is an actual conflict. When a conflict of interest is determined to exist, the interested party is not permitted to vote on the matter. This is addressed in the organization's bylaws.”

“The organization's form 1023 and 990 are currently available in the office of the cfo/treasurer. They are available for public inspection upon request.”

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