Ryder Assisted Care Inc.

“The organization has members.”

“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 (12) people who qualify as previously mentioned and who shall be elected as such by the incorporators who executed and filed the charter. At the first annual meeting of the members and at each annual meeting thereafter, members shall elect directors to hold office until their term expires or until their successors are elected and qualified. In order to avoid that all members of the board conclude their terms at the same time, they are seggregated 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 filling a vacancy, in which such term will cover the remaining time of replaced member.”

“Decision subject ot approval of member: 1- increase the number of members of the bod. 2- amend by-laws of the corporation. 3- approve any plan for dissolution, merger or disposition of the assets 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 directors executive committee of ryder assisted care, inc. Such committee at the same time, delegates this task to the executive director, who perform the review of the 990 form and is authorized to provide the release for the final issuance of the form.”

“The proper governance of ryder assisted care 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 members, may result in situations involving a dual nterest that might appear as conflict of interest; and services should not be rendered impossible solely by reason of duality of interest or possible conflict of interest and services carries a requirement of loyalty and fidelity to the corporation known as ryder assisted care inc, it is the responsibility of the board members to govern the institution and the community's interest with honesty, exercising their best care, skill and judgement for the benefit of the institution and its members; and the matter of any duality of interest or possible conflict of interest can best be handled through full disclosure of any such nterest, together with abstention in any vote where in the interest is involved. The following policy of duality and conflict of interest is hereby adopted: 1- any duality of interest or possible conflict of interest of the part of any governing board member should be disclosed to the other board members and made a matter of record, either through an annual procedure or when the interest becomes a matter of board action. 2- any board member having 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 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 cosntrued 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 he information and guidance of the board members, and that any new member ne 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 descriptions 2- minimum qualifications for the position 3- experience 4- education. The organization also performs bench-marking of the industry and the market in the 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 government.”

“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 statement these are made available to certain parties in addition to the organization's management, such as the federal government.”

“This amount pertains to money received by way of contributions, which ended up being a surplus and given back to the providers.”