Beacon House

“As defined in the Affiliation Agreement between Gateway Foundation and Beacon House, Gateway Foundation has the power to appoint and remove directors from the Board.”

“The following actions require the approval of Gateway Foundation: (a) Any amendments to the Articles of Incorporation or the Bylaws of the Corporation; (b) The merger or consolidation of the Corporation or the sale, lease exchange or other disposition of all, or substantially all, of the property and assets of the Corporation, or the dissolution or liquidation of the Corporation; (c) The adoption of the annual operating and capital budgets of the Corporation or strategic plans for the Corporation, and any amendments thereto; (d) The hiring or retention of any executive officer of the Corporation; (e) Incurring indebtedness or guaranteeing the financial obligations of any person, other than in connection with the ordinary course of the operations of the Corporation; or (f) The transfer of cash without consideration.”

“Prior to filing with the IRS, Form 990 is reviewed by the Management team and Gateway Foundation, Inc.'s Audit Committee before being presented to Beacon House's Board of Directors.”

“Procedures 1. 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 directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. 2. 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 governing board 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. 3. Procedures for addressing the conflict of interest A. An interested person may make a presentation at the governing board 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. B. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. C. After exercising due diligence, the governing board or committee shall determine whether beacon house 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. D. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board 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. 4. Violations of the conflicts of interest policy A. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflict. Each board member and employee must annually complete a conflict interest statement to properly disclose any potential conflicts.”

“The board of directors of the Gateway Foundation, Inc., (EIN: 36-2670036), a related organization, has a compensation committee made up of independent Board members that determines and approves the executive compensation. All Compensation committee meetings have a record of actions and decisions that were made. Gateway Foundation, Inc. has used compensation surveys and independent consultants in 2008, 2012, 2013 and 2019.”

“Available upon request.”