The Childrens Institute Foundation

“Business relationships: romayne l. Botti, susan l. Boyle, danica griffith, john jubas, j. A. Katarincic, jr., brian m. Mcinerney, wendy a. Pardee, phd.”

“The sole member of the corporation shall be the children's institute parent company, a pennsylvania nonprofit corporation.”

“At the annual meeting, the member, the children's institute parent company, shall select the directors and appoint the directors and officers of the foundation.”

“The following corporate actions shall be reserved exclusively to the member of the corporation: - adopt, amend, modify or restate the articles of incorporation and bylaws of the corporation, in whole or in part, or if any such action is recommended by the board of directors of the corporation (the "board of directors or the "board"), approve such action as recommended; - appoint and remove directors of the corporation, with or without cause, or if any such action is recommended by the board, approve such action as recommended; - appoint and remove the president of the board; - appoint and remove the chairperson and other officers of the board; - approve the strategic plan of the corporation upon recommendation of the board; - approve recommendations regarding investments of the corporation, including, but not limited to, the administration of such investments, upon the recommendation of the board; - approve the operating and capital budgets of the corporation; - appoint and remove the independent fiscal auditor of the corporation, as applicable; - approve any merger, consolidation, transfer or relinquishment of membership rights, or the sale of all or substantially all of the operating assets of the corporation; - approve any dissolution, winding up or abandonment of operations, liquidation, filing of action in bankruptcy, receivership or similar action affecting the corporation; - approve any formation or dissolution of subsidiaries, partnerships, and other joint ventures involving the corporation; - approve any pledge or encumbrance of assets whether pursuant to a sale, capital lease, mortgage, disposition, hypothecation, or other similar transaction; - approve any change to the structure or operation of the corporation which would affect its status as a nonprofit entity that is exempt from taxation under section 501(c)(3) of the code; and - approve all other matters and take all other actions reserved to members of nonprofit corporations by the laws of the commonwealth of pennsylvania.”

“The children's institute foundation recognizes that as part of the board of directors' governance role, they should review the irs form 990. The aforementioned review has been delegated by the board to the audit committee. The children's institute foundation (cifnd) along with cifnd's certified public accounting firm are responsible for the timely preparation of form 990. The audit committee of the board of directors reviewed the completed form 990 in advance of an audit committee meeting to enable a detailed conscientious review by committee members. The appropriate representatives of the certified public accounting firm and cifnd's chief financial officer addressed questions and concerns of the audit committee. After input from the audit committee was appropriately addressed, a complete copy of the return was provided to each member of the board of directors prior to filing with the service.”

“The children's institute foundation has a conflict of interest policy that is included in the code of conduct. This policy provides information to all directors, officers, employees, physicians and volunteers regarding requirements for disclosure and the subsequent corporate action required regarding such transactions. Cifnd, through its board of directors, believes it is essential that all such individuals fully and completely understand the responsibilities the individual has regarding potential conflicts of interest. Cifnd also believes that it is very important that all such individuals understand the procedures utilized by cifnd in dealing with potential conflicts of interest. This policy is intended to supplement but not replace applicable pennsylvania state law governing conflicts of interest applicable to nonprofit and charitable corporations. To the extent that this policy conflicts with the provisions of applicable pennsylvania law governing conflicts of interests, the applicable provisions of pennsylvania law shall govern and control. Each member of the governing body, employee and volunteer has an obligation to earn the trust and confidence of the organization's clients, the community and colleagues. Adherence to the principles set forth in this policy and the related documents referenced herein shall assist each in doing so. Members of the governing body, employees, and volunteers shall avoid all conflicts of interest and the appearance of any conflict of interest. A conflict of interest occurs in any situation in which one is potentially not able to remain impartial or maintain objectivity in choosing between the interests of the organization and one's personal interests or the interests of third parties.”

“The form 1023, application for recognition of exemption, irs determination letter and forms 990 and 990-t are made available to the public upon request. The children's institute foundation prepares an annual report that contains its summary financials for public distribution. The audited financial statements of the organization will be provided upon request. The organization's governing documents, including the bylaws, articles of incorporation and conflict of interest policies, are not publicly available but are available upon request.”

“Investment portfolio transfer - children's institute to foundation 86,738,271. Intercompany transfers 10,453.”