AIDS Service Association of Pinellas Inc.

“The board of directors has an executive committee, which consists of the chairman of the board, the vice chairman of the board, the president/chief executive officer, the secretary and the treasurer. The board of directors may designate from its members up to two additional directors to serve as members of the executive committee. When the board of directors is not in session, the executive committee has and may exercise all of the powers of the board of directors, except to the extent, if any, that such authority shall be limited by a resolution adopted by a majority of directors in office.”

“Michael bell, rafael sciullo and scott kistler serve on the board of hospice systems, inc. A related, for-profit company - business relationship”

“Pursuant to the organization's governing documents, the sole voting member of aids service association of pinellas, inc (asap) shall be empath health, inc. (ehi), a related tax-exempt organization. As the organization's sole corporate member, ehi has the right to participate in the organization's governance.”

“Pursuant to the organization's governing documents, the sole corporate member, ehi, has the right to elect, appoint, or remove any director of asap without cause at any time.”

“The sole corporate member, ehi, has the right to approve or ratify significant decisions of the organization's governing body. The board of directors of asap shall not have the authority to make significant decisions without the approval of the ehi board. Significant decisions include but are not limited to: the right to amend, repeal or alter their governing documents; sell, lease or otherwise dispose of substantially all of the organization's assets; and merge or consolidate the organization with another organization.”

“The organization retains the expertise of an independent tax advisor to assist in the preparation and review of its irs form 990. Prior to filing the irs form 990, management and the independent tax advisor review the tax return and all required disclosures. The form 990 is then reviewed by the audit committee, consisting of independent directors of the organization. The audit committee makes a recommendation to the board of directors. The form 990 is then provided to the full board of directors for their review prior to filing with the irs.”

“All officers, directors, trustees, key employees and highest paid employees (interested persons) of the organization have a duty to avoid conflicts of interest, both real and perceived, which may negatively impact the organization or those it serves. The organization's interested persons are to be guided by the organization's mission, vision and values and to serve patients, families and the general public without need for any personal favor or gain. The organization's ethics and compliance plan emphasizes the duty interested persons have to disclose any actual or potential conflicts of interest that may benefit their private interests or result in a possible excess benefit transaction. Conflicts are disclosed annually on a conflict of interest questionnaire that is distributed to the officers, directors, key employees, and highest compensated employees. In the event of any actual or potential conflicts of interest, interested persons must disclose the existence of their financial interest and disclose all material facts to the board chair, ceo or other designated persons. If it is determined an actual conflict of interest exists between the organization and an interested person, the party with a conflict of interest must abstain from any discussion or voting on the transaction or arrangement involving the conflict of interest. At each board meeting, board members are reminded that they have signed a conflict of interest disclosure and are asked to review the agenda and, for the record, disclose any items with which they may have a conflict of interest.”

“The compensation of the president and ceo of aids service association of pinellas, inc. Is determined by empath health, inc. (ehi), a related organization. The compensation is reviewed and approved by the executive committee of ehi. This review will include any information received from the career center when an external review has been performed per the process below. Every 3-5 years the career center will employ a well-recognized, independent compensation consultant to review the market ranges for the officers of ehi and affiliates. The review will include a national comparison of similar jobs at similarly situated companies in order to make certain that these key employees are paid within a reasonable and appropriate range. The resulting recommendations will be reviewed as is appropriate to recommend any market-based changes or possibly just assure ourselves of the current correct positioning of compensation for these individuals. This process was last undertaken in the year ended september 30, 2014. The process and decisions are documented in the executive committee minutes.”

“Below is the process used by empath health, inc. (ehi) for determining compensation of the other officers. The compensation of the other officers of the family of programs will be reviewed on an annual basis by the executive committee of ehi. This review will include any information received from the career center when an external review has been performed per the process below. Every 3-5 years the career center will employ a well-recognized, independent compensation consultant to review the market ranges for the ceo of ehi and the other officers. The review will include a national comparison of similar jobs at similarly situated companies in order to make certain that these key employees are paid within a reasonable and appropriate range. The resulting recommendations will be reviewed as is appropriate to recommend any market-based changes or possibly just assure ourselves of the current correct positioning of compensation for these individuals. This process was last undertaken in the year ended september 30, 2014. The process and decisions are documented in the executive committee minutes.”

“Financial statements, governing documents, and conflict of interest policies are not required disclosures pursuant to internal revenue code (irc) section 6104. These documents are not available to the public at this time.”

“(continued from part iii) during the current fiscal year, asap served over 23,000 clients through its many programs.”