Bph Holding Co Inc

“The board may appoint an executive committee (the "executive committee") consisting of not less than five of its members. The executive committee shall have the power to transact all regular business of the corporation during the interim between the meetings of the board, provided any action taken shall not be in conflict with the policies and expressed wishes of the board and provided that the executive committee shall refer all matters of major importance, as determined by the executive committee unless otherwise specifically required by the board, to the board. Three members of the executive committee will constitute a quorum for the transaction of business. The executive committee shall not have the power to adopt, amend or repeal these bylaws.”

“The form 990 was prepared by the organization's independent cpa with information provided by management. Form 990 is reviewed by the chief financial officer and the president prior to filing. Form 990 is also reviewed by members of the board of directors.”

“Any director, officer, key employee or member of a committee with board-delegated powers, who has a direct or indirect financial interest is an interested person. Each director, officer and member of a committee with governing board-delegated powers (if not otherwise a director or officer) shall annually sign a statement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.”

“The governing documents and financial statements of bph holding co., inc. Are kept at its administrative offices at bayou manor and are available to the public upon request.”

“Since bph holding co., inc. (bphh) is the sole member of both brazos presbyterian homes, inc. (bphi) and longhorn village (lhv) as of 12/31/18, the investment in these related parties is recorded as 100% of the equity from the time period of ownership. The total negative equity investment of $144,701,757 includes the total equity of bphi at 12/31/24 of negative $18,499,844 and the total equity of lhv at 12/31/24 of negative $126,201,913.”

“Change in investments in related parties 2,773,182.”

“No changes were made to the oversight or selection process in the last year.”