Barlow Ventures

“The Barlow Group, a California nonprofit public benefit corporation is the only member. The Barlow Group serves as the member of the Barlow Foundation which is the fund raising arm for Barlow Respiratory Hospital. The Barlow Group also serves as the member of the Barlow Ventures which provides skilled nursing care as well as rehab services to discharged patients from Barlow Respiratory Hospital and other acute and skilled nursing facilities and other patients referred by physicians for services.”

“There are two categories of directors- Designated directors and Selected directors.Designated Directors of which there shall be no more than five (5), shall be the individuals serving in the positions enumerated below:(a)President of Barlow Group;(b)President of the corporation;(c)Medical Director of the Hospital;(d)Chief of the medical staff of the Hospital (the Medical Staff) (duly elected by the Medical Staff).(e)Chairperson of the Board of Barlow Foundation, or another member of the Board of Barlow Foundation as designated by the Barlow Foundation and approved by the Board of Barlow Group.Each Designated Director shall serve on the Board so long as he or she holds at least one of the positions enumerated above.All directors other than the Designated Directors shall be Selected Directors. Pursuant to Section 5220(d) of the California Nonprofit Public Benefit Corporation Law, all Selected Directors shall be designated by the Member and shall serve at the pleasure of the Member. All directors of the corporation shall be individuals also serving on the Members Board of Directors. Selected Directors shall serve for the same term as the Selected Director serves on the Members Board of Directors.Notwithstanding any other provision of these Bylaws, at no time shall the Board include in the aggregate more than forty-nine percent (49%) interested persons as defined by Section 5227 of the California Nonprofit Public Benefit Corporation Law.”

“Each of the following powers may be executed only with the prior written approval of the Member:(a)To retain an attorney or firm of attorneys to provide legal services for the corporation and to fix the amount of compensation for such services, except in such a case where the retention of an attorney or firm of attorneys concerns a non-routine situation, such as, by way of example only, the existence of a conflict of interest that requires the use of an attorney or firm of attorneys not previously consented to;(b)To retain an accountant or firm of accountants to provide accounting and auditing services for the corporation and to fix the amount of compensation for such services;(c) To authorize any unbudgeted expenditure in excess of $100,000 for capital improvements to the properties owned or leased by the corporation and not approved by a budget procedure;(d)To establish any programs with respect to marketing and/or public relations, which relate to strategic planning on a system-wide basis for the Barlow Group and its affiliates and to retain any consultants at a cost in excess of $250,000 with respect thereto;(e)To incur or guarantee indebtedness, as so defined in accordance with Generally Accepted Accounting Principles;(f)To mortgage, pledge or otherwise encumber any real property of the corporation, and to mortgage, pledge or otherwise encumber property or assets, other than real property, of the corporation with a value in excess of $50,000;(g)To sell, lease, assign or otherwise transfer any real property of the corporation, and to sell, lease, assign or otherwise transfer property or assets, other than real property, of the corporation with a value in excess of $50,000;(h)To adopt or modify an annual budget and an annual business plan for this corporation;(i)To form a subsidiary or enter into an agreement to act as a general partner;(j)To remove the President, the Chief Financial Officer or the Medical Director from office; and(k)To amend or repeal the Bylaws.”

“The Chief Financial Officer and the Finance Department staff will prepare and file the returns. When it is deemed appropriate, consultative support and /or review will be solicited from an external public accounting firm. Prior to filing, the return for each of the Barlow Organizations will be distributed to the Barlow Group Board of Directors for their review. The Chief Executive Officer performs a final review and approves the Annual Information Returns before filing.”

“The Barlow Ventures has a Board of Director Conflict of Interest Policy that all Board members sign at least every two (2) years. The policy requires every director to complete the Director and Officer Questionnaire and identify all known actual or potential conflicts of interest in which they or one or more of their family members may be involved. In addition during deliberations or discussions at any Board of Directors meeting, an individual Board member shall identify any actual or potential conflict of interest, and having so disclosed the actual or potential conflict of interest and the material facts thereof, shall not participate in discussion on that agenda item and shall not vote on the issue.”

“The audited financial statements, governing/organizing documents, and conflict of interest policy are all available upon request.”