Egida Ryder Inc.

“The organization has members.”

“Election of members and their rights membership in the board of directors shall be limited to individuals who are either members of the board of directors of ryder memorial hospital inc or non-members who have the approval of said sponsoring organization. The board of directors shall consist of twelve people who qualify as previously mentioned and at each annual meeting thereafter, members shall elect directors to hold office until their term expires or until their succesors are elected and qualified. In order to avoid that all members of the board conclude their terms at the same time, they are segregated in 3 groups, whose terms will be of 3 years and their terms will be in different periods. All members have term of 3 years as directors, except for filing a vacancy, in which such term will cover the remaining time of replaced member.”

“Decisions subject to approval of members 1- increase the number of members of the bod. 2- amend by laws of corporation. 3- approve any plan for dissolution, member of disposition of the asset of the corporation. 4- approve the selection of the independent auditors of the corporation.”

“The review process of the form 990 is under the responsibility of the board of director's executive comitee of egida ryder, inc. Such committee at the same time, delegates this task to the executive director, who perform the review of form 990 and is authorized to provide the release for the final issuance of the form.”

“The proper governance of egida ryder inc is exercised by members who give their time for the benefit of the community served by this corporation. Because the varied interest and background of the governing board memebers, may result in situation involving a dual interest that might appear as conflict of interest; and services should not be rendered impossible solely by reason of duality of interest of possible conflict of interest, and service carries a requirement of loyalty and fidelity to the corporation known as egida rydeer inc it is responsibility of the board members to govern the institution's and the community's interest with honesty, exercising their best care, skill and judgement for the benefit of the institution and its members; and in case of any duality of interest or possible conflict of interest can best be handled through full disclosure of any such interest, together with abstention in any vote where the interestis involved. The following policy of duality and conflict of interest is hereby adopted: 1- any duality of interest of possible conflict of interest from any governing board member should be disclosed to the other board memebers and include the matter on the records, either through an annual procedure or when the interest becomes a matter of board action. 2- any board member having a duality or possible conflict of interest on any matter should vote or use his personal influence on the matter, and he or she should not be counted in determining the quorum for the meeting, even where permitted by the law. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting and the quorum situation. 3- the above mentioned requirements should not be construed as preventing the board members from stating his position in the matter, nor from answering pertinent questions in such matter. That this policy be revised annually for the information and guidance of the baord members, and that any new member be advised of the policy upon entering on the duties of his office.”

“The process to determine the compensation to officers is based on : 1- job description 2- minimum qualifications for the position 3- experience 4- education the organization also performs bench marking of the industry and the market in general to see and offer competitive salaries. The organization reviews annually the salaries granted to employees and increases are approved depending on the financial position of the organization. Raises must be approved by the bod. The organization also complies with mandatory decrees by the goverment.”

“The organization makes its governing documents or bylaws available to the members of the board of directors and top management. The policy of conflicts of interest is available to the organization's board of directors, top management and employees in order that all be aware of such in the performance of their functions. In case of the financial statements these are made available to certain parties in addition to the organization's management, such as the federal goverment upon request.”