Provident Group Girard Properties Inc

“Family/business relationships amongst interested persons: steve hicks, donovan hicks and christopher hicks - family relationship”

“Classes of members or stockholders: the governance and management of the business and affairs of the organization is vested in the provident group - girard properties, inc. (girard) governing body. Provident resource group, inc. (prg) is the sole member of provident group - girard properties, inc. Prg appoints the members of the girard properties governing body and approves certain decisions made by the girard properties governing body. The following matters and transactions require the approval of prg: 1. Modify or otherwise amend the articles of incorporation or bylaws of girard. 2. Issuance of notes, bonds or other evidences of indebtedness in excess of $100,000 3. Approve any loans from girard to any person or entity 4. Authorize or permit girard to become a surety, guarantor or accommodation party to any obligation and will not pledge girard's assets for any such obligation. 5. Sell, dispose of, or otherwise encumber all or substantially all of the assets of girard. 6. Enter into any management, consulting, administrative services or other contract for the management and operation of a project owned or operated by the corporation, without having the president or ceo of the member, and the member's corporate counsel and tax counsel review and approve the contract for compliance with applicable laws. 7. Voluntary dissolution or liquidation of girard or the consolidation merger of girard with or into any other entity. 8. Voluntary institution of proceedings by girard to be adjudicated bankrupt or insolvent, or consenting to the institution of bankruptcy or insolvency proceeding against girard, or the filing of a petition seeing or consenting to reorganization of relief under any applicable federal or state law relating to bankruptcy, or consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of girard or a substantial part of property of girard or making any assignment for the benefit of creditors, or admitting in writing its inability to pay its debts generally as they become due, or taking corporation action in furtherance of any such action. 9. Admit any additional member(s) to girard or merge or consolidate girard with any other person or entity (other than a disregarded entity for federal income tax purposes with respect to the member) or enter into any partnership, joint venture or other similar enterprise with any other person or entity.”

“Members or stockholders electing members of governing body: see narrative for part vi, section a, line 6”

“Decisions requiring approval by members or stockholders: see narrative for part vi, section a, line 6”

“Review of form 990 by governing body: the final draft of the form 990 was reviewed in detail by management. The final draft was then presented to each voting member of the governing body before it was filed with the irs.”

“Conflict of interest policy: provident resources group inc. (prg) is the sole member of girard properties, inc. All board members of the filing organization as well as prg's senior management, board of directors, and board committees sign annual conflict of interest statements. All statements are collected and reviewed by chief compliance officer of sole member prg. Electronic and paper copies of all coi forms are maintained. If a matter concerning a potential conflict arises at a committee or board meeting, the conflict is evaluated without the potentially conflicted member and a determination is made by the committee or governing board about whether the person should be restricted from discussion and vote.”

“Process to establish compensation of top management official: provident group - girard properties, inc. Does not pay any employees directly, therefore, this line was answered no in accordance with the instructions. The officers and directors of the organization are compensated solely by the related organization, provident resources group, inc. The following is the process used by provident resources group, inc. To determine compensation. A market review of compensation for all officers is performed. That analysis is compared to historical compensation and evaluated relative to the percentile for the industry and size. The analysis is presented to the compensation committee comprised of members of the governing board of provident resources group inc. For their review, deliberation, and decision regarding compensation for the officers. This process was used for the compensation of all officers of provident resources group, inc. Minutes are maintained to document the deliberations and actions of the committee.”

“Required documents available to the public: the organization's financial statements, conflict of interest policy, and governing documents are available upon written request.”

“Delegation of management duties: the organization contracts with an unrelated third-party management company to oversee day to day operations. The management company does not act in their capacity to perform the functions typically done by officers or directors. The ultimate authority for decision making lies with the officers and directors of the organization and the sole member. See the narrative regarding part vi, section a, line 6 in schedule o for more information regarding the responsibilities of the girard governing body as well as approvals required by the sole member, provident resources group inc.”