Rain Properties Inc

“Regional aid for interim needs, inc. Is the sole corporate member of the organization.”

“Per the by-laws of the organization, rain total care, inc. Has the right to approve appointments to the board of directors. Rain total care, inc. Is the sole member of regional aid for interim needs, who is the sole member of rain properties, inc.”

“Per the by-laws of the organization, the following rights are reserved to rain total care, inc.: -approval of strategic plans; -applications for any certificate of need; -significant changes to services, including significant expansion, reduction or elimination of services; -approval of capital and operating budgets; -expenditures or contracts for payments in excess of $100,000; -incurrence of debt in excess of the annual cumulative amount of $100,000; -purchase or disposition of any asset for consideration in excess of $100,000; -participation in demonstration projects such as bundling arrangements, participation in accountable care organization and capitated payment plans; -election of officers of the corporation, including without limitation, hiring and firing of the executive director; and -approval of the compensation or payment of any bonus to the any officer of the corporation.”

“There are no committees that act on behalf of the governing body.”

“Rain properties has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. After the form 990 has been prepared, reviewed by management, it is then filed with the internal revenue service. The board members will receive the 990 after it is filed.”

“The organization has a conflict of interest policy applicable to directors, officers, key employees, and members of committees with board delegated powers. Any interested person who has a financial interest in a proposed transaction or arrangement that could reasonably be considered a related party transaction or otherwise raise a conflict of interest must disclose all material facts relating to such person's financial interest in the proposed transaction or arrangement to the independent committee considering the transactions, the chairperson of the board, or the chairperson of the committee considering the transaction. If the interested person notifies the chairperson of the board, or the chairperson of the committee considering the transaction, such chairperson must notify the independent committee. The independent committee determines whether a proposed transaction or arrangement constitutes a related party transaction, or otherwise raises a conflict of interest, after consideration of all material facts disclosed by the interested person. The interested person may not be present at or participate in board or committee deliberations regarding the transaction or arrangement and may not vote on the matter or influence the deliberation or voting on the matter. After exercising due diligence, the board or the committee considering the proposed transaction or arrangement will determine whether the proposed transaction or arrangement is in the best interests of the organization. The minutes of the board or the committee considering the transaction or arrangement will detail the deliberations and decision. Each director, prior to assuming his or her responsibilities for the organization, and annually thereafter, must sign and submit to the board secretary, a conflict of interest statement and must provide sufficient information so that the secretary may reasonably determine whether the director is an independent director. The duty of each director is ongoing and the statements must be amended upon a change of circumstances. In addition, each director, principal officer and member of a committee with governing board delegated powers must sign and submit to the secretary of the corporation upon appointment and on an annual basis, a statement which (i) affirms such person has received a copy of the conflicts of interest policy, (ii) has read and understands the policy, (iii) agrees to comply with the policy, and (iv) understands that the corporation is charitable and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.”

“The organization makes its form 990 available for public inspection as required under section 6104 of the internal revenue code. The return is made available on guidestar.org and other similar types of websites. In addition, the organization's financial statements, form 990 and its governing documents are available upon written request or by calling the organization directly.”

“ROUNDING 3.”