Uds Direct Services LLC

“The financial management functions for uds direct services are performed by the finance department of united disabilities services. Uds direct services leases employees, including management, from united disabilities services.”

“Organization is an llc whose sole member is united disabilities services foundation”

“The foundation, as sole member of ds, may appoint or remove members of the board.”

“United disabilities services foundation, as sole member of ds, has the power: (a) to amend ds' articles or bylaws: (b) to purchase, sell, lease or encumber with debt in any way real property of ds, or to create any encumbrance upon or execute any debt instrument affecting or restricting any asset of ds in excess of an amount specified from time to time by resolution of the sole member, and in excess of the annual capital and operating budgets of ds: (c) to transfer any assets of ds not in the ordinary course of business if the amount involved in any such transaction is in excess of an amount specified form time to time by resolution of the sole member; (d) to approve non-budgeted expenditures by ds of such amounts specified from time to time by the sole member; (e) to approve the annual operating and capital budgets of ds; (f) to appoint and remove all members of the board of directors of ds; (g) to approve the selection of the president, the approval of which shall not be unreasonably withheld; (h) to approve, before it may become effective, the creation of any taxable or tax-exempt subsidiary organization of ds; and (i) to approve investment advisors, managers, outside legal counsel, and auditors of ds.”

“Form 990 is discussed at the executive and finance committee meeting for members' review and comment. In addition, the form is electronically made available for distribution to the entire board of directors.”

“Each board member signs a conflict of interest statement disclosing any conflicts. Also, conflict of interest is discussed during the annual board meeting.”

“United disabilities services foundation, (udsf) the sole member, has a formal executive compensation process. Udsf periodically completes an executive compensation study by selecting an outside, independent advisor. The advisor works with our sr. Leadership team and our board of direcotrs to review job descrtipins, organization background and future strategy and financial information. The advisor conducts makret analysis by soliciting muliple survey sources and viewing data by industry segment, non-profit segments, regional scope and similar revenue size. The advisor presents findings and recommendations to the executive committee of the board. Uds also has a formal director-level compensation process. It is the same process as the executive process. However, the findings are presented to and approved by the senior leadership team and human resources.”

“Made available upon written request.”

“Udsf, sole member of ahm, assigns the responsibility of oversight of the audit and selection of auditors to the executive finance committee.”