2020-04-07T12:59:00-05:00 2019-06-30 410746749 CLIFTONLARSONALLEN LLP 610 W GERMANTOWN PIKE STE 400 PLYMOUTH MEETING PA 19462 990 2018-07-01 232176338 MAZZONI CENTER MAZZ 2155630652 1348 BAINBRIDGE STREET PHILADELPHIA PA 19147 RACQUEL ASSAYE CHIEF FINANCIAL OFFICER 2155630652 2020-03-31 1 BRUCE BRAUNEWELLCPA P00075336 2156433900 2020-03-31 67.137.57.251 2020-03-31 07:16:00 ED P 2214F49F236FFDE6FF72B8558D9366204581BA9A EB2AA38712426DB00C71B75584DD409442BAD006 2018 2020-09-23 17:36:50Z RACQUEL ASSAYE 1348 BAINBRIDGE STREET PHILADELPHIA PA 19147 18530836 0 X WWW.MAZZONICENTER.ORG X 1979 PA TO PROVIDE QUALITY COMPREHENSIVE HEALTH, WELLNESS AND LEGAL SERVICES IN AN LGBTQ-FOCUSED ENVIRONMENT. 10 10 196 1000 0 0 6800427 6534058 9894273 10935225 81556 125900 152008 140061 16928264 17735244 0 0 0 0 10205438 10859552 0 0 371991 6294502 6078796 16499940 16938348 428324 796896 21904504 22239897 12069238 12054284 9835266 10185613 X THE MISSION OF MAZZONI CENTER IS TO "PROVIDE QUALITY COMPREHENSIVE HEALTH AND WELLNESS SERVICES IN AN LGBTQ-FOCUSED ENVIRONMENT, WHILE PRESERVING THE DIGNITY AND IMPROVING THE QUALITY OF LIFE OF THE INDIVIDUALS WE SERVE." 0 0 3910409 0 3660519 MEDICAL CARE SERVICES:THE ORGANIZATION OPERATES THE LARGEST COMMUNITY-BASED HEALTH CENTER IN PHILADELPHIA SERVING LGBTQ COMMUNITIES IN THE REGION. THE CENTER PROVIDES PRIMARY CARE, PREVENTATIVE CARE, GYNECOLOGICAL SERVICES, FAMILY PLANNING, HIV SCREENING AND CARE, STD SCREENING AND TREATMENT, LAB SERVICES, VACCINE ADMINISTRATION, DERMATOLOGY PROCEDURES, AND LGBTQ-SPECIFIC HEALTH SERVICES. 3266297 0 3071532 SOCIAL CARE SERVICES:THE ORGANIZATION PROVIDES MEDICAL CASE MANAGEMENT FOR PEOPLE LIVING WITH HIV/AIDS AND AT-RISK LGBTQ YOUTH AND ADULTS. SERVICES INCLUDE BIOPSYCHOSOCIAL ASSESSMENT, COORDINATION OF MEDICAL CARE, AND ACCESS TO HEALTH INSURANCE AND OTHER BENEFITS. THE PROGRAM ALSO PROVIDES HOUSING SUBSIDIES AND FOOD BANK SERVICES FOR PEOPLE LIVING WITH HIV/AIDS AND THEIR FAMILIES. 2640381 0 2706108 PREVENTION, EDUCATION AND LEGAL SERVICES:THE ORGANIZATION PROVIDES COMMUNITY OUTREACH (STREET, INTERNET, SOCIAL MEDIA, ETC.) AIMED AT LINKING AT-RISK INDIVIDUALS TO HIV TESTING, STD SCREENING, AND OTHER SERVICES. THE ORGANIZATION OPERATES THE LARGEST COMMUNITY-BASED HIV TESTING AND STD SCREENING PROGRAM IN PHILADELPHIA, TESTING AN AVERAGE OF 7,000 PEOPLE ANNUALLY. THE ORGANIZATION PROVIDES EDUCATION AND PROFESSIONAL DEVELOPMENT TRAININGS ON LGBTQ SPECIFIC ISSUES TO MEDICAL, BEHAVIORAL HEALTH, LEGAL, AND OTHER SERVICES PROVIDERS IN PENNSYLVANIA.THE ORGANIZATION OPERATES THE LARGEST PRIVATE HIV TESTING AND STD SCREENING PROGRAM IN PHILADELPHIA. IN FISCAL YEAR 2019, THE ORGANIZATION PROVIDED 7,329 HIV TESTS AND 9,512 STD SCREENINGS IN COMMUNITY-BASED SETTINGS. (DATA TAKEN FROM EVALUATIONWEB DATABASE AND PROVIDED BY THE PDPH, DIVISION OF STD CONTROL).THE ORGANIZATION PRODUCES THE ANNUAL PHILADELPHIA TRANS WELLNESS CONFERENCE, WHICH IS THE LARGEST TRANSGENDER CONFERENCE IN THE WORLD. IN FISCAL YEAR 2019, THE ORGANIZATION PLANNED THE 18TH ANNUAL CONFERENCE WHICH WAS HELD JULY 25-27, 2019. THE CONFERENCE HAD AN ATTENDANCE OF 7,500 ATTENDEES WITH REPRESENTATION FROM ALL U.S. STATES EXCEPT TWO AND EVERY CONTINENT EXCEPT ANTARCTICA. 1630713 0 1521283 BEHAVIORAL HEALTH SERVICES:THE ORGANIZATION PROVIDES OUTPATIENT MENTAL HEALTH COUNSELING AND SUBSTANCE ABUSE TREATMENT, SPECIFICALLY SERVING LGBTQ COMMUNITIES IN PHILADELPHIA. SERVICES INCLUDE INDIVIDUAL, COUPLE, FAMILY, AND GROUP THERAPY. THE CONTINUUM OF BEHAVIORAL HEALTH SERVICES ALSO INCLUDES PSYCHIATRIC EVALUATION AND MEDICATION MANAGEMENT AS WELL AS AN INTENSIVE OUTPATIENT PROGRAM (IOP) FOR SUBSTANCE ABUSE. IN FISCAL YEAR 2019, THE ORGANIZATION CONDUCTED 10,114 BEHAVIORAL HEALTH SESSIONS FOR 652 UNDUPLICATED INDIVIDUALS. IN ADDITION, THE INTENSIVE OUTPATIENT PROGRAM HAS CONDUCTED 1,212 IOP SESSIONS WITH 94 INDIVIDUALS. 1630713 0 1521283 11447800 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 1 158 0 196 1 0 0 0 0 0 0 0 0 0 0 0 0 X 10 10 0 0 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 PA X MANAGEMENT 2155630652 1348 BAINBRIDGE STREET PHILADELPHIA PA 19147 ASHLEY ARCHER BOARD MEMBER-AS OF DEC 2018 1.00 0.00 X 0 0 0 JOHN L BARNES BOARD MEMBER 1.00 0.00 X 0 0 0 LOREN BORNSTEIN BOARD MEMBER-AS OF MAY 2019 1.00 0.00 X 0 0 0 DAVID M DAVIS BOARD MEMBER 1.00 0.00 X 0 0 0 MOHAMAD EL-KHATIB BOARD MEMBER 1.00 0.00 X 0 0 0 ERICKA GREEN BOARD MEMBER-AS OF NOV 2018 1.00 0.00 X 0 0 0 MARIANNE PRICE BOARD MEMBER-AS OF MAY 2019 1.00 0.00 X 0 0 0 NU'RODNEY T PRAD MS PRESIDENT/TREASURER-AS OF NOV 2018 1.00 0.00 X X 0 0 0 SUZI NAM VICE PRESIDENT-AS OF NOV 2018 1.00 0.00 X X 0 0 0 CHRISTINA PETERSON SECRETARY-AS OF DEC 2018 1.00 0.00 X X 0 0 0 CHRISTOPHER POPE PRESIDENT-LEFT NOV 2018 1.00 0.00 X X 0 0 0 LOUIS A THOMAS PHD VICE PRESIDENT-LEFT AUG 2018 1.00 0.00 X X 0 0 0 MIRIAM S EDELSTEIN ESQ SECRETARY-LEFT OCT 2018 1.00 0.00 X X 0 0 0 ANTHONY F VERDI PHD TREASURER-LEFT DEC 2018 1.00 0.00 X X 0 0 0 ALLISON J BLOOM DO MPH BOARD MEMBER-LEFT OCT 2018 1.00 0.00 X 0 0 0 KELLY A HARRIS BOARD MEMBER-LEFT OCT 2018 1.00 0.00 X 0 0 0 RUSSELL H HARRIS MD BOARD MEMBER-LEFT OCT 2018 1.00 0.00 X 0 0 0 BENJAMIN L JERNER ESQ BOARD MEMBER-LEFT OCT 2018 1.00 0.00 X 0 0 0 RICHONDA PELZER MBA PMP CPA BOARD MEMBER-LEFT MAR 2019 1.00 0.00 X 0 0 0 SHEILA E PEOPPLES MBA BOARD MEMBER-LEFT OCT 2018 1.00 0.00 X 0 0 0 ANTHONY R RODRIGUEZ MD BOARD MEMBER-LEFT OCT 2018 1.00 0.00 X 0 0 0 MICHAEL J WOLF MD BOARD MEMBER-LEFT OCT 2018 1.00 0.00 X 0 0 0 NANCY BRISBON CHIEF MEDICAL OFFICER 40.00 0.00 X 165087 0 19388 RACQUEL ASSAYE CHIEF FINANCIAL OFFICER 40.00 0.00 X 121801 0 18639 ALECIA MANLEY CHIEF OPERATING OFCR-AS OF DEC 2018 40.00 0.00 X 93650 0 15623 LYDIA SCIARRINO PRESIDENT & CEO-LEFT DEC 2018 40.00 0.00 X 134937 0 4422 MARK WATKINS PHYSICIAN 40.00 0.00 X 183963 0 21795 ANTONIO LUIS PHYSICIAN 40.00 0.00 X 167737 0 20995 SHANIN GROSS ASSISTANT MEDICAL DIRECTOR 40.00 0.00 X 158904 0 20552 MARCUS SANDLING PHYSICIAN 40.00 0.00 X 145445 0 13195 R PERRY MONASTERO DIRECTOR OF DEVELOPMENT 40.00 0.00 X 130121 0 12646 1301645 0 147255 12 0 1 0 THOMAS JEFFERSON UNIVERSITY 1020 WALNUT STREET PHILADELPHIA PA 19107 WOMEN AND YOUTH MEDICAL SERVICES 150843 1 5947463 586595 6534058 THIRD PARTY BILLING 621400 10728368 10728368 PHILA. TRANS WELLNESS CONFERENCE 611430 166323 166323 PROFESSIONAL DEVELOPMENT/TRAINING 611430 40534 40534 10935225 111742 111742 104416 0 104416 104416 24217 80199 809750 795592 14158 14158 14158 MEDICAL INCENTIVES 900099 12328 12328 LEGAL SETTLEMENTS-CLIENT CASES 900099 6363 6363 MEDICAL RECORDS 900099 4358 4358 12596 12596 35645 17735244 10959442 0 241744 542180 253204 260563 28413 8020513 5887270 1931440 201803 326354 289867 28010 8477 1237288 1080759 126137 30392 733217 518331 195735 19151 415208 415208 148113 148113 8562 8562 374579 279233 75157 20189 19725 700 10000 9025 263784 117021 129472 17291 101180 78822 20328 2030 511070 47940 462252 878 137300 123286 13528 486 51468 40524 10944 385346 385346 506762 19128 487080 554 210567 143972 64738 1857 PROGRAM EXPENSES 2896450 2567743 297262 31445 RECRUITING 44098 44098 BAD DEBT 4584 4584 16938348 11447800 5118557 371991 1164257 1280288 20298 6844 2668855 2882457 32328 26743 392525 520141 16285074 1440219 15232516 14844855 2202547 2607048 102101 51094 52951 37983 18570 21904504 22239897 1485665 1377929 10583573 10312823 0 363532 12069238 12054284 X 9715228 10122936 120038 62677 9835266 10185613 21904504 22239897 X 796896 22141 -468690 X 0 1 X 1 1 1 X 6568849 6780575 9187487 6800427 6534058 35871396 6568849 6780575 9187487 6800427 6534058 35871396 35871396 114293 111423 95182 192524 191941 705363 224854 229469 120685 186306 35645 796959 37373718 40912847 0.95980 0.96310 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: GROSS REVENUE FROM SPECIAL FUNDRAISING EVENTS - 2014 AMOUNT: $ 199,601. 2015 AMOUNT: $ 188,578. 2016 AMOUNT: $ 18,745. 2017 AMOUNT: $ 93,630. PROFESSIONAL DEVELOPMENT - 2017 AMOUNT: $ 34,266. MEDICAL INCENTIVES - 2017 AMOUNT: $ 11,974. 2018 AMOUNT: $ 12,328. LEGAL SETTLEMENTS-CLIENT CASES - 2017 AMOUNT: $ 11,216. 2018 AMOUNT: $ 6,363. MEDICAL RECORDS - 2017 AMOUNT: $ 4,416. 2018 AMOUNT: $ 4,358. REFUNDS - 2017 AMOUNT: $ 4,059. 2018 AMOUNT: $ 3,500. EXTERNAL AGENCIES - 2017 AMOUNT: $ 13,152. 2018 AMOUNT: $ 1,471. JURY DUTY - 2018 AMOUNT: $ 104. OTHER REVENUE - 2014 AMOUNT: $ 25,253. 2015 AMOUNT: $ 40,891. 2016 AMOUNT: $ 101,940. 2017 AMOUNT: $ 13,593. 2018 AMOUNT: $ 7,521. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 14282712 731858 13550854 1014806 49465 965341 987556 658896 328660 14844855 LIABILITY UNDER INTEREST RATE SWAP AGREEMENT 363532 363532 X 17839358 22141 81973 104114 17735244 0 17735244 17020321 81973 81973 16938348 0 16938348 PART X, LINE 2: THE ORGANIZATION IS A NONPROFIT ENTITY AS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND IS EXEMPT FROM FEDERAL AND STATE INCOME TAXES. ACCORDINGLY, THERE IS NO PROVISION FOR INCOME TAXES. THE ORGANIZATION IS NOT AWARE OF ANY ACTIVITIES THAT WOULD JEOPARDIZE ITS TAX-EXEMPT STATUS OR ANY ACTIVITIES THAT ARE SUBJECT TO TAX ON UNRELATED BUSINESS INCOME TAXES. BECAUSE THE ORGANIZATION IS THE SOLE MEMBER OF THE LLC, THE LLC WILL BE TREATED AS A DISREGARDED ENTITY FOR TAX PURPOSES AND, THEREFORE, THEIR ACTIVITIES ARE COMBINED WITH THE ORGANIZATION AND REPORTED AS ONE. THE ORGANIZATION FOLLOWS THE GUIDANCE IN THE INCOME TAX STANDARD REGARDING THE RECOGNITION AND MEASUREMENT OF UNCERTAIN TAX POSITIONS. THE GUIDANCE CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES RECOGNIZED IN AN ENTITY'S FINANCIAL STATEMENTS. THE GUIDANCE FURTHER PRESCRIBES RECOGNITION AND MEASUREMENT OF TAX PROVISIONS TAKEN OR EXPECTED TO BE TAKEN ON A TAX RETURN THAT ARE NOT CERTAIN TO BE REALIZED. THE APPLICATION OF THIS STANDARD HAD NO IMPACT ON ORGANIZATION'S FINANCIAL STATEMENTS. THE ORGANIZATION'S INCOME TAX RETURNS ARE SUBJECT TO REVIEW AND EXAMINATION BY FEDERAL AND STATE AUTHORITIES. X X X X X 0 0 0 0 0 0 0 0 0 NANCY BRISBON CHIEF MEDICAL OFFICER 165087 0 0 0 0 0 5250 0 14138 0 184475 0 0 0 MARK WATKINS PHYSICIAN 183963 0 0 0 0 0 12950 0 8845 0 205758 0 0 0 ANTONIO LUIS PHYSICIAN 167737 0 0 0 0 0 11550 0 9445 0 188732 0 0 0 SHANIN GROSS ASSISTANT MEDICAL DIRECTOR 158904 0 0 0 0 0 11900 0 8652 0 179456 0 0 0 MARCUS SANDLING PHYSICIAN 145445 0 0 0 0 0 4350 0 8845 0 158640 0 0 0 FORM 990, PART VI, SECTION A, LINE 1 THE BOARD SHALL HAVE AN EXECUTIVE COMMITTEE CONSISTING OF THE OFFICERS OF THE BOARD AND THE CEO AS A NON-VOTING OFFICER. THE IMMEDIATE PAST BOARD PRESIDENT SHALL SERVE ON THE EXECUTIVE COMMITTEE FOR ONE YEAR FOLLOWING THE END OF THEIR TERM AS PRESIDENT, PROVIDED THEY REMAIN AN ACTIVE DIRECTOR. THE EXECUTIVE COMMITTEE SHALL HAVE AUTHORITY TO ACT ONLY DURING INTERVALS BETWEEN MEETINGS OF THE BOARD AND SHALL HAVE AND MAY EXERCISE THE AUTHORITY OF THE BOARD IN THE MANAGEMENT OF THE ORDINARY BUSINESS AND AFFAIRS OF THE CORPORATION EXCEPT THAT THE EXECUTIVE COMMITTEE SHALL NOT HAVE THE AUTHORITY OF THE BOARD IN REFERENCE TO: 1) AMENDING THE ARTICLES OF INCORPORATION 2) AMENDING, ALTERING OR REPEALING THE BYLAWS 3) FILLING VACANCIES IN OR REMOVING MEMBERS OF THE BOARD OR OF ANY COMMITTEE APPOINTED BY THE BOARD 4) ADOPTING A PLAN OF MERGER OR ADOPTING A PLAN OF CONSOLIDATION WITH ANOTHER CORPORATION 5) AUTHORIZING THE SALE, LEASE, EXCHANGE OR MORTGAGE OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY AND ASSETS OF THE CORPORATION 6) AUTHORIZING THE VOLUNTARY DISSOLUTION OF MAZZONI CENTER OR REVOKING PROCEEDINGS THEREFORE 7) ADOPTING A PLAN FOR THE DISTRIBUTION OF THE ASSETS OF MAZZONI CENTER 8) AMENDING, ALTERING, OR REPEALING ANY RESOLUTION OF THE BOARD WHICH BY ITS TERMS PROVIDES THAT IT SHALL NOT BE AMENDED, ALTERED OR REPEALED BY SUCH COMMITTEE. THE DELEGATION OF AUTHORITY SHALL NOT OPERATE TO RELIEVE THE BOARD OR ANY INDIVIDUAL DIRECTOR OF ANY RESPONSIBILITY IMPOSED ON IT OR HIM/HER BY LAW. THE EXECUTIVE COMMITTEE SHALL REPORT ITS ACTIVITIES AT EACH BOARD MEETING. FORM 990, PART VI, SECTION A, LINE 4 UPDATED BYLAWS WERE ADOPTED ON NOVEMBER 29, 2018, THAT INCLUDE THE FOLLOWING CHANGES: 1) THE MINIMUM NUMBER OF DIRECTORS CHANGED FROM NOT LESS THAN FIFTEEN TO NOT LESS THAN SEVEN. 2) THE DIRECTORS' TERM INCREASED FROM TWO YEARS TO THREE YEARS. 3) DIRECTORS' ARE LIMITED TO SERVING TWO CONSECUTIVE TERMS, BUT MAY SERVE AN UNLIMITED NUMBER OF TERMS SO LONG AS AFTER TWO CONSECUTIVE TERMS ARE SERVED THE DIRECTOR TAKES A ONE YEAR BREAK FROM BOARD SERVICE. A DIRECTOR MAY CONTINUE TO SERVE PAST THE TWO TERM LIMIT IF THEIR LEAVING WOULD BRING THE NUMBER OF DIRECTORS BELOW THE REQUIRED TOTAL MINIMUM NUMBER OF DIRECTORS, BUT ONLY UNTIL ANOTHER DIRECTOR CAN BE IDENTIFIED. PREVIOUSLY THERE WERE NO TERM LIMITS. 4) ANY INDIVIDUAL DIRECTOR MAY BE REMOVED FROM OFFICE WITHOUT ASSIGNING ANY CAUSE BY A VOTE OF 75% OF THE DIRECTORS. PREVIOUSLY THERE WAS NO PROVISION FOR REMOVING A DIRECTOR. 5) FOUR NON-BOARD OFFICER POSITIONS WERE CREATED: CEO, CHIEF FINANCIAL OFFICER, CHIEF MEDICAL OFFICER, AND CHIEF OPERATING OFFICER. 6) PRESIDENT MAY NOW SERVE TWO CONSECUTIVE TWO-YEAR TERMS WITH A REQUIRED TWELVE- MONTH BREAK FROM SERVICE AS PRESIDENT, UNLESS NO OTHER DIRECTOR IS WILLING OR ABLE TO SERVE AS PRESIDENT. PREVIOUSLY ONLY ONE TWO-YEAR TERM WAS PERMITTED. 7) THE VICE-PRESIDENT, TREASURER, AND SECRETARY MAY NOW SERVE UP TO FOUR CONSECUTIVE ONE-YEAR TERMS WITH A REQUIRED TWELVE MONTH BREAK FROM THE SAME OFFICER POSITION, UNLESS NO OTHER DIRECTOR IS WILLING OR ABLE TO SERVE IN THAT OFFICER POSITION. PREVIOUSLY ONLY THREE ONE-YEAR TERMS WERE PERMITTED. 8) A NEW PROVISION WAS ADDED THAT EXPRESSLY STATES NO ONE MAY HOLD MORE THAN ONE OFFICER POSITION UNLESS SPECIFIC CIRCUMSTANCES PERMIT IT. 9) IN ORDER TO AMEND THE BYLAWS PROPOSED CHANGES MUST BE PROVIDED TO THE DIRECTORS AT LEAST FIVE DAYS PRIOR TO THE MEETING. PREVIOUSLY NO TIME PERIOD WAS SPECIFIED. 10) IN ORDER TO AMEND THE BYLAWS AN AFFIRMATIVE VOTE OF AT LEAST TWO-THIRDS (PREVIOUSLY A MAJORITY) OF THE DIRECTORS PRESENT AT A MEETING WITH A QUORUM IS REQUIRED. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM AND IS REVIEWED BY THE CFO AND DESIGNATED BOARD/COMMITTEE MEMBERS. PRIOR TO FILING, THE ENTIRE BOARD RECEIVES A COMPLETE COPY OF THE RETURN. FORM 990, PART VI, SECTION B, LINE 12C ALL DIRECTORS AND OFFICERS ARE SUBJECT TO THE CONFLICT OF INTEREST POLICY. AN INTERESTED PERSON IS A PERSON WHO HAS, DIRECTLY OR INDIRECTLY, THROUGH BUSINESS, INVESTMENT OR FAMILY: (1) AN OWNERSHIP OR INVESTMENT INTEREST IN ANY ENTITY WITH WHICH MAZZONI CENTER HAS A TRANSACTION OR ARRANGEMENT, (2) A COMPENSATION ARRANGEMENT WITH MAZZONI CENTER, (3) A POTENTIAL OWNERSHIP OR INVESTMENT INTEREST IN, OR COMPENSATION ARRANGEMENT WITH, ANY ENTITY OR INDIVIDUAL WITH WHICH MAZZONI CENTER IS NEGOTIATING A TRANSACTION OR ARRANGEMENT. A FINANCIAL INTEREST IS NOT NECESSARILY A CONFLICT OF INTEREST. A CONFLICT OF INTEREST WILL EXIST ONLY IF THE BOARD OR EXECUTIVE COMMITTEE DECIDES THAT SUCH CONFLICT EXISTS. AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST TO THE BOARD OR EXECUTIVE COMMITTEE. AFTER MAKING THE PRESENTATION REGARDING A TRANSACTION OR ARRANGEMENT INVOLVING THE POSSIBLE CONFLICT OF INTEREST, THE INTERESTED PERSON SHALL LEAVE THE MEETING DURING THE DISCUSSION AND THE VOTE. ANY TRANSACTION EXCEEDING $5,000 AND INVOLVING A POSSIBLE CONFLICT OF INTEREST MUST BE PRESENTED BY STAFF TO THE BOARD OR EXECUTIVE COMMITTEE. THE BOARD OR EXECUTIVE COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN MAZZONI CENTER'S BEST INTEREST, AND WHETHER IT IS FAIR AND REASONABLE. EACH DIRECTOR AND OFFICER SHALL ANNUALLY SIGN A COPY OF THE CONFLICT OF INTEREST POLICY. FORM 990, PART VI, SECTION B, LINE 15 IN JUNE 2015, ARTHUR J. GALLAGHER & COMPANY WAS ASKED TO DO A COMPENSATION REVIEW OF ALL POSITIONS AT THE AGENCY INCLUDING THOSE OF TOP MANAGEMENT. THIS STUDY WAS INDEXED GEOGRAPHICALLY TO PHILADELPHIA, COMPARED TO OTHER BENCHMARKS INCLUDING THE NON-PROFIT TIMES AND WAS COMPARED MORE CLOSELY TO THE INDUSTRY AND THE NORTHEAST. IT IS FROM THIS MARKET COMPENSATION REVIEW THAT SALARY BANDS WERE DETERMINED FOR ALL STAFF UP TO THE DIRECTORATE, AND THEN THE C-SUITE AND DOCTORS' SALARIES WERE LINKED TO MARKET. THE EXECUTIVE COMMITTEE REVIEWS THE COMPENSATION STRUCTURE OF THE CURRENT INTERIM LEADERSHIP TEAM (THE CHIEF MEDICAL OFFICER, CHIEF FINANCIAL OFFICER AND INTERIM CHIEF OPERATING OFFICER) THAT ARE SHARING THE CEO'S ROLE. THE EXECUTIVE COMMITTEE ALSO REVIEWED THE PRIOR CEO'S COMPENSATION STRUCTURE DURING THEIR EMPLOYMENT. THE DELIBERATION AND FINAL DECISION RELATED TO THE COMPENSATION OF THE PRIOR CEOS AND OTHER OFFICERS WAS TIMELY DOCUMENTED IN THE BOARD AND COMMITTEE MINUTES. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION HAS THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS READILY AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XI, LINE 9: CHANGE IN VALUE OF INTEREST RATE SWAP AGREEMENT -468,690. 1334-48 BAINBRIDGE STREET LLC 1348 BAINBRIDGE STREET PHILADELPHIA PA 19147 821911541 LEASING AND IMPROVING REAL PROPERTY PA 83256 14901673 MAZZONI CENTER