Mercy Ridge Inc.

“Mercy ridge has a management service agreement with crsa/lcs managment llc (crsa), the successor to cooperative retirement services of america, inc., under which crsa provides a variety of management services to mercy ridge. Amoung the services provided under the management services contract is the full-time services of the executive director of mercy ridge, who is a full-time employee of crsa. The board of directors of mercy ridge reviewed and approved the agreement with crsa, including the amount of compensation paid to the executive director for his services to mercy ridg. Mercy ridge retains the right to terminate the management services agreement, including the services of the executive director, upon 60 days prior written notice.”

“The members of mercy ridge, inc. Are the roman catholic archbishop of baltimore, a corporation sole, and mercy health services, inc. Both members are 501(c)(3) organizations.”

“Each of the two members has the right to appoint an equal number of directors to the board of directors of mercy ridge. Currently, each member appoints four (4) directors to the board. Each director appointed by a member serves at the pleasure of the member that appointed him or her and is subject to removal at any time by the appointing member. In addition, the board of directors elects two residents of mercy ridge to serve as full voting members of the board ("resident board members"), following consultation with the resident council of mercy ridge. The resident council submits at least two nominees for any opening for a resident board member. The resident board members are subject to approval by the two members.”

“The following decisions are subject to approval by both members: a) approval of the two mercy ridge residents who are elected to serve on the mercy ridge board. B) dissolution, liquidation, winding up or abandonment of mercy ridge. C) amendment of the articles of incorporation or bylaws of mercy ridge.”

“The form 990 is reviewed for accuracy by the director of financial service for mercy ridge and by the treasurer of mercy ridge. The treasurer of mercy ridge reviews the form 990 with the board at a meeting scheduled prior to filing and copies of the form 990 are provided to all members of the board of directors of mercy ridge for their review prior to filing. Any additional comments/questions from board members are responded to prior to filing the form 990.”

“Mercy ridge has adopted a conflict of interest policy. Under the policy, each board member, the executive director, and the director of finance is required to complete an annual disclosure form regarding all business relationships that he or she, or any family member, has with mercy ridge, any of its affiliates or any other organizations that do business with mercy ridge and all relationships between and amoung officers and board members. The completed disclosure forms are reviewed by the executive director. In additio to the annual disclosure, any covered person under the conflict of interest policy has an ongoing duty to disclose the existence of any actual or potential conflict to the board. Following the disclosure, the covered person may make a presentation, but must then leave the meeting and the other members of the board shall determine whether a conflict exists. Under the policy, a conflict of interest exists when an individual's own personal interest would, or may, interfere with his or her impartiality regarding the matter. If a conflict exists, the person must abstain from voting and may not be present during deliberations on the matter. The board, after conducting such additional due diligence as it determines is appropriate, shall make a decision on the matter based upon whether the particular proposal is fair, reasonable and in the best interest of the organization.”

“Mercy ridge has a management service agreement with crsa/lcs management llc (crsa), the successor to cooperative retirement services of america, inc., under which crsa provides a variety of management services to mercy ridge. Amoung the services provided under the management services contract is the full-time services of the executive director of mercy ridge, who is a full-time employee of crsa. The board of directors of mercy ridge reviewed and approved the agreement with crsa, including the amount of compensation paid to the executive director for his services to mercy ridge. Mercy ridge retains the right to terminate the management services agreement, including the services of the executive director, upon 60 days prior written notice.”

“The governing documents of the organization, its conflicts of interest policy, and its financial statements are available from the organization upon request.”

“The board of directors of mercy ridge, inc., is made up of ten members. Four directors are appointed by each of the two members of the corporation, mercy health services, inc.("mhs") and the archbishop of baltimore, a corporation sole ("the archdiocese"), both of which are 501(c)(3) corporations. The other two board members are residents of mercy ridge who are elected by the board. Mhs, and its direct subsidiary stella maris ("sm"), provide certain management services to mercy ridge and all of the four mercy ridge board members of mhs are either directors or officers of mhs. In addition, in order to accomodate the needs of retired priests, the archdiocese has a contract with mercy ridge to provide sixteen independent living apartments and five assisted living units for retired priests. Four mercy ridge directors appointed by the archdiocese are officers of the archdiocese.”

“Mercy ridge adheres to the same document retention and destruction policy as mercy health services and other mercy entities.”

“Unrealized gain on swap 33,174. Transfer to members -1,118,856. Rounding -2.”