L D Pankey Dental Foundation Inc.

“The executive committee, will be comprised of the officers of the corporations, which are defined as the chair, ceo/president, vice-chair, secretary and the treasurer, and unless limited by a resolution of the board, shall have and may exercise all the authority of the board in the management of the operations, activities and affairs of the corporation between meetings of the board. All actions of the executive committee shall be reported to the board at the next duly scheduled board meeting.”

“Members of the organization are called advisors. Advisors shall have voting or other consensual rights with respect to the governance of the affairs of the corporation only as specifically provided in the by-laws. Candidates for new advisors shall be selected by the nominating committee, from time to time, and submitted to the board. Names of potential candidates for advisors shall be submitted in writing to the nominating committee by any advisor at least 90 days prior to the annual meeting of advisors. The board shall have the power to approve new advisors by a majority vote of the board during any official meeting. Advisors shall pay annual dues, as determined by the board. In order to remain in good standing, advisors shall pay dues and attend regular meetings, as outlined in the board policy manual. A person who is admitted as an advisor shall remain an advisor for an indefinite term, or until his or her earlier resignation, death or expulsion. A person may be readmitted as an advisor by a majority of the entire board. Directors who have completed their term of service on the board of directors will continue to be advisors, so long as they remain in good standing.”

“The functions and powers of the advisors are to elect persons to the board at the annual meeting of the advisors, including election by floor nomination, nominate and elect persons to the nominating committee, recommend persons as candidates to fill vacancies on the board, and elect persons for vacancies on the board.”

“Additional functions and powers of the advisors are to amend the bylaws, advise the board on matters pertaining to the corporation's goals and mission, and any other matters specifically assigned to the advisors in the by-laws or by the board.”

“The board will be provided a copy of the form 990 via e-mail prior to the filing of the return.”

“Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest is an interested person. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the board or executive committee. Any director may recues himself or herself at any time from involvement in any decision or discussion in which the director believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or executive committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or executive committee members shall decide if a conflict of interest exists. An interested person may make a presentation at the board or executive committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the board or executive committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or executive committee shall determine whether l.d. Pankey dental foundation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board or executive committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in l.d. Pankey dental foundation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement. The minutes of the board and all committees with board delegated powers shall contain: the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board's or executive committee's decision as to whether a conflict of interest in fact existed. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Each director, principal officer and member of a committee with board delegated powers shall annually sign a statement which affirms such person has received a copy of the conflict of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands l.d. Pankey dental foundation is charitable and 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 corporation shall have a performance and evaluation committee consisting of three (3) or more directors. Directors who are also employees of the corporation may not serve on the performance and evaluation committee. The performance and evaluation committee shall review the compensation of the chief executive officer/president, not less than annually and whenever a modification in compensation is proposed. The review shall include an evaluation of the performance of the chief executive officer/president and an analysis of appropriate comparability data. Based on its review, the performance and evaluation committee shall recommend just and reasonable compensation amounts for the officers to the board. At the request of the chief executive officer/president or the board, the performance and evaluation committee shall review any issue involving staff compensation and benefits. In performing its functions, the performance and evaluation committee may retain the services of independent consultants to advise it on matters within the purview of the committee.”

“This organization did not make its governing documents, conflict of interest policy, and financial statements available to the public.”