Upic Solutions Inc.

“The UPIC board reported in Part VII of the organization are all officers of related entities, and are compensated by those related organizations. Their compensation by related entities causes these board members to not be independent voting members of UPIC. However, UPIC is subject to the overall governance of the board of their related entities.”

“Form 990, Part VI, Section A, Lines 6 & 7a UPIC Solutions, Inc. has two classes of members consisting of the Founding Members and the Patron Members. The Founding Members are those local United Way organizations who have agreed to participate in the organizing activities of UPIC Solutions, Inc. and who enter into a Founders Membership Agreement with UPIC Solutions, Inc. Patron Members are those local United Ways (or similarly situated nonprofit organizations) who elect to purchase services from UPIC Solutions, Inc. only. Founding Members serve as the sole voting members of UPIC Solutions, Inc. and exercise the following reserved powers: Approval of annual operating and capital budgets, election and removal and expansion of directors, appointment and removal of the CEO, approval of merger, consolidation, or dissolution of the corporation, issuance of debt, sale or conveyance of assets other than in the normal course of operations, approval of the addition and removal of Founding Members, and amendment of the Article or Bylaws of the corporation. Patron Members do not have any vote on any matter.”

“The board contemporaneously documents the meetings held or written actions undertaken, but the committees do not. The committees do not have the authority to act on behalf of the organization.”

“Form 990, Part VI, Section A, Line 9 Janet Jackson - 360 South Third Street, Columbus, OH 43215 Robert Reifsnyder - 2400 Reading Road, Cincinnati, OH 45202 Joe Tolan - 334 East Broadway, P.O. Box 4488, Louisville, KY 40204-0488 Ann D. Murtlow - 3901 N. Meridian Street, Indianapolis, IN 46208 Bobby Smith - 201 Church Avenue, High Point, NC 27262 Carole Leigh Hutton - 1400 Parkmoor Avenue, San Jose, CA 95126 Karen Mathison - 424 Jackson Street, Toledo, OH 43604 Orvin Kimbrough - 910 N. 11th Street, St. Louis, MO 63101-1018”

“Form 990, Part VI, Section B, Line 11 Electronic draft copy of the return was reviewed by the CFO of UPIC Solutions, Inc. and other related board members prior to filing the return with the IRS. The electronic copy was provided to all Board members prior to filing.”

“Form 990, Part VI, Section B, Line 12c Members are asked to update compliance reporting annually and update any changes as they occur. Any conflicts are brought to the board and discussed, reviewed, and voted on by the board members”

“Form 990, Part VI, Section B, Line 15 The CEO's base compensation is determined by board officers and annually determined by vote of entire board. A subcommittee makes a recommendation of the salary for the CEO. They base their recommendation upon job performance and market-based salaries for similar positions. A market-based salary review is done every 2-3 years. The board then votes on this recommendation. Compensation of key employees is determined by the CEO and included in an annual budget approval process.”

“Form 990, Part VI, Section C, Line 19 Governing documents, conflict of interest policy, and/or financial statements are made available to the public upon request.”

“Orvin Kimbrough became a member of the UPIC Board during this fiscal year.”