Barlow Foundation

“The Barlow Group, a California nonprofit public benefit corporation is the only member. The Barlow Group also serves as the only member of the Barlow Foundation which is the fund raising arm for Barlow Respiratory Hospital.”

“There are two categories of directors- Designated directors and Selected directors.Designated Directors of which there shall be no more than five (5), shall be the individuals serving in the positions enumerated below:(a)President of Barlow Group;(b)President of the corporation;(c)Medical Director of the Hospital;(d)Chief of the medical staff of the Hospital (the Medical Staff) (duly elected by the Medical Staff).(e)Chairperson of the Board of Barlow Foundation, or another member of the Board of Barlow Foundation as designated by the Barlow Foundation and approved by the Board of Barlow Group.Each Designated Director shall serve on the Board so long as he or she holds at least one of the positions enumerated above.All directors other than the Designated Directors shall be Selected Directors. Pursuant to Section 5220(d) of the California Nonprofit Public Benefit Corporation Law, all Selected Directors shall be designated by the Member and shall serve at the pleasure of the Member. All directors of the corporation shall be individuals also serving on the Members Board of Directors. Selected Directors shall serve for the same term as the Selected Director serves on the Members Board of Directors.Notwithstanding any other provision of these Bylaws, at no time shall the Board include in the aggregate more than forty-nine percent (49%) interested persons as defined by Section 5227 of the California Nonprofit Public Benefit Corporation Law.”

“Each of the following powers may be executed only with the prior written approval of the Member:(a)To retain an attorney or firm of attorneys to provide legal services for the corporation and to fix the amount of compensation for such services, except in such a case where the retention of an attorney or firm of attorneys concerns a non-routine situation, such as, by way of example only, the existence of a conflict of interest that requires the use of an attorney or firm of attorneys not previously consented to;(b)To retain an accountant or firm of accountants to provide accounting and auditing services for the corporation and to fix the amount of compensation for such services;(c) To authorize any unbudgeted expenditure in excess of $100,000 for capital improvements to the properties owned or leased by the corporation and not approved by a budget procedure;(d)To establish any programs with respect to marketing and/or public relations, which relate to strategic planning on a system-wide basis for the Barlow Group and its affiliates and to retain any consultants at a cost in excess of $250,000 with respect thereto;(e)To incur or guarantee indebtedness, as so defined in accordance with Generally Accepted Accounting Principles;(f)To mortgage, pledge or otherwise encumber any real property of the corporation, and to mortgage, pledge or otherwise encumber property or assets, other than real property, of the corporation with a value in excess of $50,000;(g)To sell, lease, assign or otherwise transfer any real property of the corporation, and to sell, lease, assign or otherwise transfer property or assets, other than real property, of the corporation with a value in excess of $50,000;(h)To adopt or modify an annual budget and an annual business plan for this corporation;(i)To form a subsidiary or enter into an agreement to act as a general partner;(j)To remove the President, the Chief Financial Officer or the Medical Director from office; and(k)To amend or repeal the Bylaws.”

“The Chief Financial Officer and the Finance Department staff will prepare and file the returns. When it is deemed appropriate, consultative support and /or review will be solicited from an external public accounting firm. Prior to filing, the return for each of the Barlow Organizations will be distributed to the Barlow Group Board of Directors for their review.”

“The Barlow Foundation has a Board of Director Conflict of Interest Policy that all Board members must complete and sign at least every two (2) years. The policy requires every director to complete and return the Conflict of Interest Disclosure Questionnaire. The policy requires that In connection with any actual or possible conflict of interest, an interested person must disclose the existence and nature of his or her financial interest to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest, the interested person shall not participate in the discussion of that item and shall not vote on the issue or shall leave the board or committee meeting while the financial interest is discussed and voted upon...”

“The audited financial statements, governing/organizing documents, and conflict of interest policy are all available upon request. In addition, form 990's are available in the Foundation page on BARLOWHOSPITAL.ORG”

“Dr.David Nelson received compensation was for his Medical Director services of Barlow Respiratory Hospital and not for his services as a member of the board of directors.”

“Client Note 1 -”

“Closed CDs and transferred to Hospital = -$1939436”

“Net asset transfers = $83550”

“Present value adjustment for Cook Trust = -$110753”

“Barlow Foundation's mission is to generate funds to support Barlow Respiratory Hospital with funding which will help to sustain the hospital's ability to provide specialized treatment in the area of respiratory medicine. The hospital currently operates in a building that was built in 1927 and must be retrofitted to meet mandated current seismic safety requirements and remodeled to provide a current state care setting for our patients and clinicians. The Foundation's current activities are devoted to soliciting funds to support this building upgrade as well as establishing a donor base that will continue to the support the hospital in the future.”

“Director and employees are employed and compensated by Barlow Respiratory Hospital(BRH). BRH reports 100% of the individual's compensation on W-2's issued by BRH. However, some of these employees are assigned duties to other related organizations (See Schedule R for additional information regarding the related organizations). As a result of these assignments, wage and benefit costs are allocated to related organizations. The wage and benefit costs allocated to each organization are reported on Form 990, Part IX, Statement of Functional Expenses for each individual as being compensated directly by the filing organization and the balance of compensation is reported as compensation paid by related organizations.”