Tmc Holdings

“Property Management functions handled by PICOR.”

“The organization's sole member is the parent company TMC HealthCare, Inc.”

“The parent company (TMC HealthCare) retains the following powers: a) The acquisition or creation of any wholly-owned or controlled corporation and all mergers involving this Corporation b) The merger or consolidation of the Corporation with another corporation, or the entering into any joint venture, partnership, limited liability company or other business venture c) The dissolution or liquidation of this Corporation d) The sale, lease, transfer or disposition of all or substantially all of the assets of this corporation to any entity which is not the Corporate Member or an entity wholly controlled by the Corporate Member e) The entering into any loan, indebtedness, guaranty, security interest, mortgage, surety, hypothecation or other form of indebtedness f) Any amendment to these Bylaws or to the Articles of Incorporation which would alter these retained powers of the Corporate Member”

“The parent board (TMC HealthCare) retains approval over major decisions”

“The form 990 was prepared by an independent accounting firm based on the audited financial statements and infomration provided by the accounting department of the organization. Prior to filing, the form 990 is first reviewed by the controller with input from the chief financial officer and chief legal officer.”

“TMC Conflict of Interest Policy Excerpt: Article V Disclosure and Process for Resolution 1. Disclosure of Conflicts of Interest Annually, all trustees, officers, and members of board committee shall complete a disclosure form that lists various relationships that give rise to actual or potential conflicts of interest and return the same to the Chief Legal Officer of the Organization. In addition, they have a continuing duty to disclose potential conflicts and shall disclose any and all actual or potential conflicts of interest as they arise or are discovered during their tenure. The Chief Legal Officer is vested with the authority to bring conflicts or potential conflicts to the attention of the trustees, officers, committee members or applicable body, including the requirement that the person with the alleged conflict recuse himself from participation in the discussion and voting on any issue. 2. Determining Whether a Conflict of Interest Exists The Chief Legal Officer has been vested with the authority to determine whether a conflict of interest exists. If there is a disagreement with the decision of the Chief Legal Officer, then the Governance Committee shall decide if a conflict of interest exists based on the information presented by the Chief Legal Officer. If a board member disagrees with the Governance Committee decision, the issue will be sent to all remaining board members of the TMC HealthCare board for a vote on the issue for the final resolution of the issue. 3. Procedures for Decision Making when a Conflict of Interest Exists If it has been determined that a conflict of interest exists, the following process shall be followed regarding the matter for which a conflict exists: a. The interested person may, but is not required to, participate in the presentation of the matter at the governing board or committee meeting, but after the presentation, he may be asked to leave the meeting during the discussion of the mater, and in any event shall not participate in the vote on the transaction or arrangement involving the possible conflict of interest. b. If the board or committee believes that it needs additional information on alternatives to the proposed business arrangement, then the following process may be followed: a. The chairperson of the board or committee shall, if appropriate, direct management to obtain additional information and alternatives, or appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. b. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or business arrangement from a person or entity that would not give rise to a conflict of interest. c. If a more advantageous transaction or business arrangement is not reasonably possible or readily available under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested trustees whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or business arrangement.”

“Governing documents made available by request.”

“The organization's ceo, cfo and several other corporate officers receive w-2 compensation issued by tucson medical center, a related organization, for their work which is performed mostly for the benefit of tmc healthcare. Tucson medical center also files all required w-2s for the health system.”

“Transfer to affiliate - -785610;”