United Com-Serve

“The organization has one member with reserved powers.”

“The sole member of the organization has the power to select and remove directors and appoint the chief executive officer.”

“The sole member of the organization has the power to: (a) approve the annual operating and capital budgets of the organization, as well as all purchases, borrowings or financings in any amount in excess of a dollar amount established by the member (b) approve the purchase, sale, lease, disposition, hypothecation, exchange, gift, pledge or encumbrance of any real or personal property interest (c) approve any article or bylaw changes (d) approve any merger, consolidation, reorganization, dissolution, affiliation, joint venture activity or alliance between this organization and any other entity, (e) approve the formation by this organization of any new corporation, or its participation in any other corporation or entity as a shareholder, member, partner or joint venturer (f) review, approve or disapprove any proposed transaction of this organization which involves significant questions of policy or which would have substantial impact, financial or otherwise, upon the organization or the member, and (g) approve any transaction in which a director or officer of this organization has a material financial interest.”

“The audit and compliance committee will perform a detailed review and be part of the presentation by the preparer (moss adams llp). The audit and compliance committee will then make a recommendation to the full board. A full copy of the form 990 will be made available to the full board prior to filing.”

“Directors and key employees are required to sign conflicts of interest statements annually which are reviewed by in-house counsel or the compliance officer. Board members are excused from any portion of the meetings where their personal interest would create a conflict on an issue or influence a vote.”

“The governance committee develops the executive compensation policy and strategy to be followed in establishing the ceo's compensation and for the ceo to follow in establishing compensation for other key employees. The primary strategy is to utilize an outside firm to provide executive salary market data within the health care industry for comparability when setting executive compensation levels. The ceo then reports salary decisions for key employees utilizing this data to the governance committee. Annually the governance committee reports a summary of its actions and established compensation philosophy to the board.”

“Governing documents and financial statements are available upon request during normal business hours. Conflict of interest policy is not made available to the public.”