Franciscan Shore Inc.

“Management of the organization delegated to st. Francis convent, inc. The organization contracted all personnel and business services through an employee lease and services agreement. The organization contracted all other business facility needs through a real estate lease.”

“The corporation has one class of members which is comprised of the canonically elected administrative team of the sisters of st. Francis of assisi, a tax-exempt women's religious order of the roman catholic church operating in the united states.”

“Members of the board of directors shall be those individuals who serve as the administrative team of the sister's of st. Francis of assisi. Members may elect from time to time to add one or more other individuals to the board of directors.”

“All affairs of the organization shall be governed by the board of directors.”

“Process for review will be an agenda item during a regularly scheduled meeting with the administrative team (governing body).”

“Duty to disclose: in connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the board of directors, or to the directors and members of committees with board of directors delegated powers considering the proposed transaction or arrangement. Determining whether a conflict of interest exists: after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board of directors 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. Procedures for addressing the conflict of interest. 1. An interested person may make a presentation at the board of directors or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. 2. The chairperson or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 3. After exercising due diligence, the board of directors or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board of directors or committee shall determine by a majority vote of the disinterested directors 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 arrangement.”

“The management company has a human resources committee. This committee is led by the human resources director. The committee's responsibilities include preparation, review, benchmarking and consensus on all compensation matters.”

“These documents are not available to the public and they are only provided upon request.”