Irc II Inc.

“The board of directors may establish an executive committee which consists of two or more directors and may exercise the authority of the board of directors to the extent provided in the resolution. The executive committee has the power to transact all regular business of the corporation during the interim between meetings of the board of directors, provided that any action which it takes does not conflict with the policies and express wishes of the board. The executive committee presents the minutes of its meetings and reports at the next succeeding meeting of the board of directors.”

“The officers and highest compensated employees are considered senior leadership and are compensated by immanuel, a related organization. The board members are also board members of immanuel therefore the officers and board members have a business relationship.”

“Irc ii, inc. Has one member, immanuel, a nebraska nonprofit corporation.”

“Immanuel, the sole member of irc ii, inc., appoints all of the members of the board of directors.”

“Decisions of the governing body must be approved by the board of immanuel.”

“The form 990 is prepared by an accounting firm with the assistance of the controller, and is then reviewed by the cfo and the controller. Copies of the reviewed return are provided to the board members prior to filing with the irs.”

“Irc ii, inc. Uses the same policy as immanuel, a related organization. The policy states that the board of directors must sign the conflict of interest policy and disclose all conflicts. The governance committee shall decide what actions need to be taken concerning any conflicts. The board member is prohibited from voting on any business related to any conflict the governance committee has identified.”

“The officers are compensated by immanuel, a related organization. Immanuel analyzes market-based compensation studies, reviews job descriptions and interviews outside human resource consultants. Compensation for the ceo is approved by the board of directors. Compensation of top management personnel is approved by the ceo.”

“Irc ii, inc. Does not make its governing documents, conflict of interest policy, or financial statements available to the public.”

“All compensation and benefits shown for directors are paid by immanuel, the sponsor organization, for services performed for immanuel or other related entities.”

“Individuals performing services for irc ii, inc. Are employees of immanuel, a related entity. Therefore, immanuel issues the form w-2 for these employees. Because irc ii, inc. Reimburses immanuel for the salaries and benefits of these employees, the expenses for their salaries and benefits are reflected on this return in part ix, statement of functional expenses.”

“The board of directors of irc ii, inc. Assumes the responsibility for oversight of the audit of its financial statements and selection of an independent accountant. This process did not change from prior years.”