| FORM 990, PART VI, SECTION A, LINE 6 |
NORTH HILL COMMUNITIES, INC. IS THE SOLE MEMBER OF NORTH HILL NEEDHAM, INC. |
| FORM 990, PART VI, SECTION A, LINE 7A |
THE BOARD OF TRUSTEES SHALL CONSIST OF NO LESS THAN THREE NOR MORE THAN FIFTEEN VOTING TRUSTEES AS SHALL BE DETERMINED FROM TIME TO TIME BY RESOLUTION OF THE MEMBER. |
| FORM 990, PART VI, SECTION B, LINE 11 |
A PROFESSIONAL ACCOUNTING FIRM PREPARES A DRAFT OF FORM 990. IT IS REVIEWED BY MANAGEMENT, CHANGES ARE MADE AND A COPY IS PROVIDED TO THE BOARD PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C |
MONITORING - THE ORGANIZATION'S CONFLICT OF INTEREST POLICY PROVIDES THAT, ANNUALLY, EACH TRUSTEE SHALL COMPLETE AND SUBMIT TO THE CHAIRMAN OF THE BOARD OF TRUSTEES OR HIS/HER DESIGNEE A "STATEMENT OF OUTSIDE INTEREST AND ACTIVITIES FORM" OUTLINING ANY POSSIBLE CONFLICT OF INTEREST OR A STATEMENT INDICATING THAT NO SUCH CONFLICTS OF INTEREST EXIST. ANY NEWLY-APPOINTED TRUSTEE SHALL BE ASKED TO COMPLETE AND SUBMIT THE "STATEMENT OF OUTSIDE INTEREST AND ACTIVITIES FORM." EMPLOYEES AND AGENTS ARE REQUIRED TO REPORT ANY POTENTIAL OR ACTUAL CONFLICTS CONCERNING THEMSELVES OR FAMILY MEMBERS TO MANAGEMENT. MEMBERS OF SENIOR MANAGEMENT ARE ALSO REQUIRED TO REPORT ANY POTENTIAL OR ACTUAL CONFLICTS CONCERNING THEMSELVES OR FAMILY MEMBERS. TRUSTEES WOULD NOT BE ALLOWED TO VOTE ON ANY ISSUES WITH WHICH THEY HAVE A CONFLICT. ENFORCEMENT - FAILURE TO DISCLOSE A CONFLICT OR POTENTIAL CONFLICT OF INTEREST OR TO TAKE WHATEVER ACTION IS DEEMED APPROPRIATE BY THE CHAIRMAN OF THE BOARD MAY RESULT IN REMOVAL FROM OFFICE UNLESS THE CONFLICT OR POTENTIAL CONFLICT CAN BE RESOLVED. SENIOR MANAGEMENT IS SUBJECT TO THE CODE OF CONDUCT WHICH IS ENFORCED BY THE CORPORATE COMPLIANCE COMMITTEE. WHO IS COVERED? - THE ORGANIZATION'S CONFLICT OF INTEREST POLICY COVERS EACH MEMBER OR THE ORGANIZATION'S BOARD OF TRUSTEES. SENIOR MANAGEMENT, EMPLOYEES AND AGENTS ARE ALSO SUBJECT TO THE CODE OF CONDUCT. LEVEL OF DETERMINATION AND REVIEW OF CONFLICTS - THE CHAIRMAN REVIEWS ALL COMPLETED "STATEMENT OF OUTSIDE INTEREST AND ACTIVITIES FORMS" REGARDING CONFLICTS OF INTEREST. AS SOON AS ANY SITUATION AS TO WHICH A TRUSTEE MAY BE IN DOUBT COMES TO HIS/HER ATTENTION, FULL DISCLOSURE MUST BE MADE TO THE CHAIRMAN OF THE BOARD SO AS TO PERMIT AN IMPARTIAL AND OBJECTIVE DETERMINATION OF WHETHER A REAL OR POTENTIAL CONFLICT OF INTEREST EXISTS. MANAGEMENT AND/OR THE CORPORATE COMPLIANCE COMMITTEE REVIEW CONFLICTS REPORTED BY EMPLOYEES OR AGENTS. EMPLOYEES ARE NOT ALLOWED TO PARTICIPATE IN MANY ARRANGEMENTS SUCH AS JOINT VENTURES WITH AN ACTUAL OR POTENTIAL REFERRAL SOURCE AND CANNOT BE AN OFFICER, DIRECTOR, MANAGER OR CONSULTANT OF A POTENTIAL COMPETITOR OR SUPPLIER. THESE ARRANGEMENTS ARE EXPRESSLY PROHIBITED PURSUANT TO THE CODE OF CONDUCT. RESTRICTIONS PLACED ON CONFLICTED PERSONS - IF A CONFLICT OR POTENTIAL CONFLICT IS DEEMED BY THE CHAIRMAN OF THE BOARD TO EXIST, THEN THE TRUSTEE MAY BE REQUIRED, AMONG OTHER THINGS, TO REFRAIN FROM PARTICIPATING IN DISCUSSION AND DECISION-MAKING IN REGARD TO THIS MATTER ON BEHALF OF THE ORGANIZATION AND TO REMOVE HIMSELF OR HERSELF FROM THE MEETING DURING SUCH ACTION. |
| FORM 990, PART VI, SECTION B, LINE 15 |
NORTH HILL COMMUNITIES, INC., THE SOLE MEMBER OF NORTH HILL NEEDHAM, INC., HANDLES THE RESPONSIBILITY OF DETERMINING COMPENSATION FOR NEEDHAM'S CEO, OTHER OFFICERS, AND KEY EMPLOYEES OR MANAGEMENT OFFICIALS. NORTH HILL COMMUNITIES, INC. DETERMINES THE COMPENSATION OF THE CEO, EXECUTIVE DIRECTOR AND OTHER OFFICERS AND KEY EMPLOYEES BY REVIEWING COMPENSATION DATA FROM THE FORM 990 OF SIMILAR ORGANIZATIONS, AS WELL AS BY UTILIZING THE SERVICES OF A COMPENSATION CONSULTANT AND REVIEWING A COMPENSATION STUDY. THIS INFORMATION IS ANALYZED BY THE HR TRUSTEES COMMITTEE, WHICH BRINGS THE RECOMMENDATIONS TO THE BOARD FOR APPROVAL. THE COMPENSATION STUDY IS PERFORMED ANNUALLY FOR THE CEO AND BI-ANNUALLY FOR OTHER MANAGEMENT PERSONNEL. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST. |
| FORM 990, PART XI, LINE 9: |
CHANGE IN FUTURE SERVICES OBLIGATIONS 7,197,785. |
Attach to Form 990 or 990-EZ.