I ,r'`

Form 990 Department of the Treasury Internal Revenue Service

Return of Organization Exempt From Income Tax Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung

benefit trust or private foundation) 1 The organization may have to use a copy of this return to satisfy state reporting requirements.

LOOL Open to Public

Insuection A For the 2002 calendar year, or tax year period be

B cne,* it please C Name of organization applicable use IRS

Address label °r INC . change ,into, LWYN N

and endi

23-1352117 Room/suite E Telephone number

610-891-2000 F Accounting method [::] Cash [i] Accrual

F Other -1 sDeCIM

L__j e type change See Number and street (or P.O. box if mail is not delivered to street address) a;, specific 111 ELWYN ROAD

Penal Instruc- ~relurn cions City or town, state or country, and ZIP + 4 a r eturn PA 19063

0 Section 501(c)(3) organizations and 4947(a)(1) nonexempt charitable trusts pending must attach a completed Schedule A (Form 990 or 990-EZ)

G Web site : "WWW . ELWYN . ORG J Organization type (check oniyone)l [1] 501(c) ( 3 ) " (i nsert no ) 0 4947(a)(1) or 0 52

K Check here " 0 if the organization's gross receipts are normally not more than $25,000. The organization need not file a return with the IRS; but d the organization received a Form 990 Package m the mad, it should file a return without financial data. Some states require a complete return .

H and I are not applicable to section 527 organizations H(a) Is this a group return for at(iliates9 0 Yes Eil No H(b) It 'Yes,' enter number of affiliates 10- H(c) Are all affiliates included N/A r Yes ~ No

(if 'No,* attach a list.) H(d) Is this a separate return fled by an or-

aamzation covered by a arouo rulino? n Yes n No

M Check 1 L Gross receipts: Add fines 6b, 8b, 9b, and 10b to fine 12 . 255 , 991 , 973 . 1 Sch. B (F Part I Revenue, Expenses, and Changes in Net Assets or Fund Balances

1 Contributions, gifts, grants, and similar amounts received

J d the organization is not required to attach 990, 990-EZ, or 990-PF).

a Direct public support 1a 1 , 98 b Indirect public support 1b c Government contributions (grants) 1c d Total (add lines 1a through 1c) (cash $ 2 , 0 3 0 , 6 9 7 . noncash $

2 Program service revenue including government fees and contracts (from Part VII, line 93) 3 Membership dues and assessments 4 Interest on savings and temporary cash investments 5 Dividends and interest from securities 6 a Gross rents 6a 1 , 33

b Less: rental expenses 6b c Net rental income or (loss) (subtract line 6b from line 6a)

7 Other investment income (describe S a Gross amount from sale of assets other A Securities B Ot

Id L U SU,by7 . 2 167,481,190 . 3

7

.7G JV V1V

10c 11 12 171 297 350 . 13 160 978 065 . 14 10 417 513 . Is 676,307 .

10 a Gross sales of inventory, less returns and allowances t0a b Less : cost of goods sold 10b c Gross profit or (loss) from sales of inventory (attach schedule) (subtract line 10b from line 10a)

11 Other revenue (from Part VII, line 103) 12 Total revenue (add lines 1d, 2, 3, 4, 5, 6c, 7, 8d, 9c, 10c, and 11) 13 Program services (from line 44, column (B)) ~(°~r° 4i .~, 14 Management and general (from line 44, column (C)) ~~"~~ ~ ~U 15 Fundraising (from line 44, column (D)) 16 Payments to affiliates (attach schedule) ~ ~+~~ R c~ 2004 17 Total ex penses add lines 16 and 44 column A ~

C\Y Ci1

v a C N

w

18 19 52 662 236 . 20 3 , 112 , 740 . 21 55 000 441 .

Form 990 (2002)

18 Excess or (deficit) (or the year (subtract line 17 from line 12) N ,f~ p ~Fx ~ w -11 19 Net assets or fund balances at beginning of year (from line 73, column (A)) ~U DE~~ ~ v u Z N 20 Other changes in net assets or fund balances (attach explanation) SEE STATEMENT 5 a

21 Net assets or fund balances at end of year (combine lines 18, 19, and 20) 223001 o,-zz-oa LHA For Paperwork Reduction Act Notice, see the separate instructions .

D Employer identification number

m c m

119 .

than inventory 82 , 200 , 141 . 8a 524 , 500 . b less: cost or other basis and sales expenses 84 , 126 , 692 . 8b 441 , 697 . c Gain or (loss) (attach schedule) < 1 926 551 . 8c 82 , 803 . d Net gam or (loss) (combine line 8c, columns (A) and (B)) STMT 2 STMT 3

9 Special events and activities (attach schedule) a Gross revenue (not including $ 2 41 , 7 3 7 . of contributions

reported on line 1a) 9a 156 , 250 . . b Less : direct expenses other than fundraising expenses 9b 12 6 , 234

c Net income or (loss) from special events (subtract line 9b from line 9a) SEE STATEMENT 4

e Other program services (attach schedule) STATEMENT 8 (Grants and allocations $ ) 1 43,487,439 . f Total of Program Service Expenses (should equal line 44, column (B), Program services) " 160,978 ,065 .

223011 01-22-03 Form 990 (2002)

ELWYN INC . 23-1352117. Part Statement o All organizations must complete column (A) . Columns (B), (C), and (D) are required for section 501(c)(3) Page 2 0 II Functional Expenses and (4) organizations and section 4947(a)(1) nonexempt charitable trusts but optional for others.

Do not include amounts reported on line (A) Total (B) Program (C) Management (D) Fundraising 6b 8b 9b 106 or 16 of Part I services and g eneral 22 Grants and allocations (attach schedule)

cash $22613220 noncash $ 22 22 , 613 , 220 . 2 2 613 2 2 0 . STATEMENT 7 23 Specific assistance to individuals (attach schedule) 23 24 Benefits paid to or for members (attach schedule) 24 25 Compensation of officers, directors, etc. 25 631 160 . 277 337 . 353 823 . 0 . 26 Other salaries and wages 26 75 , 48 7 321 . 69 , 980 831 . 5 054 , 313 . 452 , 177 . 27 Pension pan contributions 27 2 , 291 874 . 2 , 09 4 437 . 181 602 . 15 , 835 . 2s other employee benefits 2e 15 , 975 , 649 . 14 , 859 , 825 . 1 , 027 , 266 . 88 , 558 . 2s Payroll taxes 2s 5 , 873 , 620 . 5 , 449 , 882 . 390 584 . 33 , 154 . 30 Professional fundraising fees 30 31 Accounting gees 31 222 , 958 . 11,145 . 211 , 813 . 32 Legal fees 32 394 420 . 20 , 833 . 373 587 . 33 Supplies 33 10 759 574 . 10 471 430 . 275 243 . 12 , 901 . 34 Telephone 34 1 , 171 , 754 . 1 , 080 , 556 . 90 , 049 . 1 , 149 . 35 Postage and shipping 35 287 , 235 . 265 548 . 12 , 189 . 9 , 498 . 36 Occupancy 36 7 , 437 , 775 . 7 231 592 . 202 383 . 3 , 800 . 37 Equipment rental and maintenance 37 2 , 777 567 . 2 599 , 158 . 174 497 . 3 912 . 38 Panting and publications 38 3s Travel 3s 557 617 . 450 632 . 94 , 126 . 12 , 859 . 40 Conferences, conventions, and meetings 40 181 734 . 154 , 158 . 2 7 560 . 16 . 41 Interest 41 2 , 977 , 728 . 2 , 817 , 382 . 147 760 . 12 , 586 . 42 Depreciation, depletion, etc. (attach scheduleSffiY 142 3 369 602 . 2 729 , 835 . 636 653 . 3 , 114 . 43 Other expenses not covered above (itemize):

a 43a b 43b c 43c d 43d e SEE STATEMENT 6 43e 19,061,077 .17,870,264 .~ 1,164,065 ._ 26,748 .

as f pamu °s compPe)np iolum s (BFjB~ia ry these ~Dtals to fines 13-15 44172,071,885 .160,978,065 . 10,417,513 . 676,307 . Joint Costs . Check 1 E:1 if you are following SOP 98-2 . Are any point costs from a combined educational campaign and fundraising solicitation reported in (B) Program services " FlYes FX1 No If 'Yes," enter (i) the aggregate amount of these point costs $ ; (ii) the amount allocated to Program services $ iii the amount allocated to Mana gement and general $ ' and iv the amount allocated to Fundraising Part III Statement of Program Service Accomplishments What is the organization's primary exempt purposes EDUCATIONAL Pro a`~ram Service All organizations must describe they exempt purpose achievements in a clear and concise manner State the number o1 clients saved, publications issued, etc Discuss

LXpenses (Required la 501(c)(3) and

achievements that are not measurable (Section 501(cx3) and (4) organizations and 4947(aX1) nonexempt charitable trusts must also enter the amount of grants and (4) ags ,and 4947(a)(1) allocations to others ) trusts, but optional for others )

a MENTAL RETARDATION - 891 CLIENTS - SERVICES TO ADULTS WITH PHYSICAL AND MENTAL DISABILITIES SUCH AS CAMPUS AND COMMUNITY LIVING AND DAY SUPPORT .

Grants and allocations 44 , 933 , 360 . b WORK SERVICES - 1 , 523 CLIENTS - PROGRAMS SUCH AS VOCATIONAL OCCUPATIONAL TRAINING WORKSHOP SUPPORTED EMPLOYMENT WELFARE TO WORK AND COMMUNITY INCLUSION .

Grants and allocations $ 21 , 939 , 134 . IIII c EDUCATION - 1 , 369 CLIENTS - PROVIDES A RICH LEARNING

ENVIRONMENT FOR CHILDREN AND ADULTS WITH SPECIAL NEEDS -BOTH PHYSICAL AND MENTAL .

Grants and allocations $ 19 , 823 , 631 . d EARLY CHILDHOOD - 462 CLIENTS - CHILDREN FROM BIRTH TO AGE

66 Total liabilities add lines 60 throw h 65) 84 , 746 245 . ss 84 , 021 , 602 . Organizations that follow SFAS 117, check here " Ell and complete lines 67 through

69 and lines 73 and 74. 67 unrestricted 4 0 4 2 2 5 3 7 . 67 42 , 492 , 954 . se Temporarily restricted 10 971 252 . 68 11 , 238 , 39

m 69 Permanently restricted 1 268 447 . 69 1 , 269 , 09 Organizations that do not follow SFAS 117, check here " ~ and complete lines

70 through 74 . ,°~ 70 Capital stock, trust principal, or current funds 70 r °y' 71 Paid-in or capital surplus, or land, building, and equipment fund 71 N a 72 Retained earnings, endowment, accumulated income, or other funds 72 Y

Z 73 Total net assets or fund balances (add lines 67 through 69 or lines 70 through 72 ; column (A) must equal line 19; column (B) must equal line 21) 52 , 662 , 236 . 73 5 5 000 , 44

74 Total liabilities and net assets / fund balances (add lines 66 and 73) , ~ 137 , 4 0 8, 481 . ~ 74 .139 :022,04 Form 990 is available for public inspection and, for some people, serves as the primary or sole source of information about a particular organization . How the public

perceives an organization m such cases may be determined by the information presented on its return . Therefore, please make sure the return is complete and accurate and fully describes, in Part III, the organization's programs and accomplishments.

2 .

223021 01-22-03

Form sso (2002) ELWYN, INC . 23-1352117 Page 3

Part IV Balance Sheets

Note : Where required, attached schedules and amounts within the description column (A) (B) should be (or end-of-year amounts only Beginning of year End of year

45 Cash - non-interest-bearing 281 , 191 . 45 285 , 885 . 46 Savings and temporary cash investments 6 , 619 , 364 . 46 4 , 277 , 546 .

47 a Accounts receivable 47a 40 , 880 , 309 . b Less: allowance for doubtful accounts 47b 3 , 112 , 281 . 33 , 972 , 192 . 47c 37 , 768 , 028 .

48 a Pledges receivable 48a b Less : allowance for doubtful accounts 48b 48c

49 Grants receivable 49

50 Receivables from officers, directors, trustees, and key employees 50

N d 51 a Other notes and loans receivable 51a 9 46 , 446 . N

b less : allowance for doubtful accounts 51b 1 , 102 , 946 . 51c 946 , 446 . a 52 Inventories for sale or use 907 , 757 . 52 1 654 , 706 . 53 Prepaid expenses and deterred charges 3 710 , 994 . 53 3 184 , 155 . 54 investments - securities STMT 9 STMT 10 t 0 Cost EK] FMV 48 , 780 , 517 . 54 49 , 623 , 571 . 55 a Investments - land, buildings, and

equipment : basis 55a

b Less: accumulated depreciation 55b 55c 56 Investments - other 56 57 a Land, buildings, and equipment: basis ,~ff )'~,'r~ 57a 92 , 445 , 039 .

b Hess: accumulated depreciation S1"/VT / 5715 51 , 252 , 268 . 41 , 933 , 618 . 57c 41 , 192 , 771 . 58 Other assets (describe No- SEE STATEMENT 11 _) 99 8 902 . 58 88 , 935 .

59 Total assets add lines 45 throu g h 58 must e q ual line 74 137 , 408 481 . 59 139 022 043 . 60 Accounts payable and accrued expenses 23 , 159 191 . 60 2 5 544 112 . 61 Grants payable 61 62 Deferred revenue 3 , 094 , 466 . 62 3 , 451 , 660 .

°_' 63 Loans from officers, directors, trustees, and key employees 63 Y

sa a Tax-exempt bond liabilities STMT 12 33 , 809 , 510 . saa 32 , 475 , 479 . b Mortgages and other notes payable 24 , 159 550 . 64b 22 , 043 , 283 .

65 Other liabilities (describe " SEE STATEMENT 13 ) 523 , 528 . 65 507 , 068 .

4 Form 990 2002 ELWYN INC . Part IV-A Reconciliation of Revenue per Audited

Financial Statements with Revenue per Return

a `Total revenue, gains, and other support per audited financial statements " a 174536324 .

b Amounts included on line a but not on line 12, Form 990

(1) Net unrealized gains on investments $ 3,112,740 .

(2) Donated services and use of facilities $

(3) Recoveries of pear year grants $

(4) Other (specify): STMT 14 $ 126,234 .

Add amounts on lines (1) through (4) 1 t 3 , 238 , 974 . c Line a minus pine D " c 171297350 . d Amounts included on line 12, Form

990 but not on line a'

(1) Investment expenses not included on line 6b, Form 990 $

(2) Other (specify) :

Add amounts on lines (1) and (2) 1 d 0 . e Total revenue per line 12, Form 990

(pine c pus pine d) e 171297350 . Part V List of Officers, Directors, Trustees, and Key E

(A) Name and address

--------------------------------- --------------------------------- SEE STATEMENT 16

--------------------------------- ---------------------------------

--------------------------------- ---------------------------------

--------------------------------- ---------------------------------

--------------------------------- ---------------------------------

--------------------------------- ---------------------------------

--------------------------------- ---------------------------------

--------------------------------- ---------------------------------

--------------------------------- ---------------------------------

GJ-1 .7JG111

Part IV-B Reconciliation of Expenses per Audited Financial Statements with Expenses per Return

a Total expenses and losses per audited financial statements " a 172198 3

b Amounts included on line a but not on line 17, Form 990 .

(1) Donated services and use of facilities $

(2) Prior year adjustments reported on line 20, Form 990 $

(3) Losses reported on line 20, Form 990 $

(4) Other (specify) : STMT 15 $ 126,234 .

Add amounts on lines (1) through (4) " b 126,~ c dine a minus line b " c 172071E d Amounts included on line 17, Form

990 but not on line a .

(1) Investment expenses not included on line 6b, Form 990 $

(2) Other (specify):

Add amounts on lines (1) and (2) " d 0 . e Total expenses per line 17, Form 990

(line c plus line d) e 172071885 . 11plOyees (List each one even if not compensated .) (B) Title and average hours (C) Compensation (D~~ntributions to (E) Expense

per week devoted to (If not paid, enter e Pi°''~ °e"ef'' account and

DOSIlI0f1 _0_.) P~~sBdeterred compensation other allowances

75 Did any officer, director, trustee, or key employee receive aggregate compensation of more than $100,000 from your organization and all related organizations, of which more than $10,000 was provided by the related organizations If 'Yes; attach schedule. 00. [:J Yes [~fl No Form 990 (2002)

223031 01-22-03

Yes No 76 X 77 X

yea X r8b X 79 X

governing bodies, trustees, officers, etc , to any other exempt or nonexempt organization It'Yes; enter the name of the organization " SEE STATEMENT 17

and check whether it is 0 exempt or 0 nonexempt.

81 a Enter direct or indirect political expenditures . See line 81 instructions 81a b Did the organization file Form 1120-POL for this year

82 a Did the organization receive donated services or the use of materials, equipment, or facilities at no charge or at substantially less than

(air rental value? If 'Yes; you may indicate the value of these items here . Do not include this amount as revenue m Part I or as an expense m Part It . (See instructions in Part III.) 1 8215 Did the organization comply with the public inspection requirements for returns and exemption applications Did the organization comply with the disclosure requirements relating to quid pro quo contributions9 Did the organization solicit any contributions or gifts that were not tax deductible If 'Yes,' did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?

84 a

N/A sob N/A 85a N/A 85b

85 501(c)(4), (5), or (6) organizations a Were substantially all dues nondeductible by members b Did the organization make only in-house lobbying expenditures of $2,000 or less

If 'Yes" was answered to either 85a or 85b, do not complete 85c through 85h below unless the organization received a waiver for proxy tax

owed for the prior year N/A c Dues, assessments, and similar amounts from members

92 Section 4947(a)(1) nonexempt charitable trusts /ding Form 990 m lieu of Form 1041- Check here 10.0 and enter the amount of tax-exempt interest received or accrued during the tax year " 1 92 I N/A

oi3i2 oa Form 990 (2002)

Form 990 (2002) ELWYN INC . 23-Part VI Other Information 76 Did the organization engage m any activity not previously reported to the IRS If 'Yes,' attach a detailed description of each activity

77 ' Were any changes made in the organizing or governing documents but not reported to the IRS If -Yes,' attach a conformed copy of the changes .

78 a Did the organization have unrelated business gross income of $1,000 or more during the year covered by this return?

b If 'Yes; has it filed a tax return on Form 990-T for this year 79 Was there a liquidation, dissolution, termination, or substantial contraction during the year

It 'Yes,' attach a statement 80 a Is the organization related (other than by association with a statewide or nationwide organization) through common membership,

83 a

d Section 162(e) lobbying and political expenditures 85d N/ A e Aggregate nondeductible amount of section 6033(e)(1)(A) dues notices 85e N/A f Taxable amount of lobbying and political expenditures (line 85d less 85e) 85f N /A g Does the organization elect to pay the section 6033(e) tax on the amount on line 85(? N/A h If section 6033(e)(t)(A) dues notices were sent, does the organization agree to add the amount on line 85110 its reasonable estimate of dues

allocable to nondeductible lobbying and political expenditures for the following tax year? N/A 86 501(c)(7) organizations Enter: a Initiation fees and capital contributions included on line 12 86a N /A

b Gross receipts, included on line 12, for public use of club facilities _ 86b N /A 87 501(c)(12) organizations. Enter: a Gross income from members or shareholders 87a N / A

b Gross income from other sources. (Do not net amounts due or paid to other sources against amounts due or received from them .) I 87b I N /A

88 At any time during the year, did the organization own a 50% or greater interest in a taxable corporation or partnership, or an entity disregarded as separate from the organization under Regulations sections 301 .7701-2 and 301.7701-3? It 'Yes,' complete Part IX

89 a 501(c)(3) organizations . Enter: Amount of tax imposed on the organization during the year under : section 49111 0 . ; section 4912 . 0 . ; section 4955 jo. 0 .

b 501(c)(3) and 501(c)(4) organizations Did the organization engage in any section 4958 excess benefit transaction during the year or did it become aware of an excess benefit transaction from a prior year If 'Yes,' attach a statement explaining each transaction I 89b I I

c Enter: Amount of tax imposed on the organization managers or disqualified persons during the year under sections 4912, 4955, and 4958 . 0 .

d Enter: Amount of tax on line 89c, above, reimbursed by the organization " 0 . 90 a List the states with which a copy of this return is tiled " PENNSYLVANIA ~

b Number of employees employed m the pay period that includes March 12, 2002 ~ 90u I 2 7 6 2 91 The books are in care of " THE CORPORATION Telephone no . " 610-891-2000

Located at " 111 ELWYN ROAD, ELWYN, PENNSYLVANIA ZAP + 4 . 19063

Form 990 (2002) , ELWYN INC . 23-135 2117 Page s Part VII Analysis of Income-Producing Activities (Seepage 31 of the instructions.) Note : Enter gross amounts unless otherwise Unrelated business income excluded by section 512, 513, or 514

indicated Business (B) Eli,- Amount Related or exempt

Amount 5i0~ function income 93 Program service revenue' code co e a SEE STATEMENT 18 167 , 481 , b c d e f Medicare/Medicaid payments g Fees and contracts from government agencies

94 Membership dues and assessments 95 Interest on savings and temporary cash investments 14 28 , 895 . 96 Dividends and interest from securities 14 2 238 , 159 . 97 Net rental income or(loss)from real estates

a debt-financed property 531190 10 017 . 738 , b not debt-financed property 16 583 , 461 .

98 Net rental income or (loss) from personal property 99 Other investment income

100 Gam or (loss) from sales of assets other than inventory < 1 843

101 Net income or (loss) from special events 30 ,

102 Gross profit or (loss) from sales of inventory 103 Other revenue:

a b c d e

104 Subtotal (add columns (e), (o), and (E)) 10,017 . 2,850,515 . 166,406,

748 . > 016 .

105 Total (add line 104, columns (B), (D), and (E)) 1 169 ,266,6 53 . Note : Line 105 plus line 1d, Part l, should equal the amount on line 12, Part l. Part VIII Relationship of Activities to the Accomplishment of Exempt Purposes (See page 32 of the instructions .) Line No . Explain how each activity for which income is reported in column (E) of Part VII contributed importantly to the accomplishment of the organization's

exempt purposes (other than by providing funds (or such purposes).

of I Nature T

1

~ Part X I Information Regarding Transfers Associated H (a) Did the organization, during the year, receive any funds, directly or indirectly, ti (b) Did the organization, during the year, pay premiums, directly or indirectly, on a Note : If °Yes" o , Ide Form 8870 rid Form 4720 (see instructions).

Under aloes of per~u , 1 decl e th I have examined this return, including acwml Please cortec mplete ~e ~1/ ~t( of er (oth than oKCer) is based on all ,ro`topr

Sign Sign \/~~, /' ~ I 07~'~ Here ~-Signature of officer D

Preparer's ~--_~~ Paid signature Preparer's F,rm~sname (a GPA Use Only, yours ''

sell-employed), 6,200 223181 address, and 0,_22_u3 zia 1 4 a PHI

~ ORNTOpr _4LP KET Sbk-tET LPHIA PA 19103-

663 .

Part IX

Name, address, arid~EIN of corporation,

(See page 32 of the instructions .)

SCHEDULE A (Form 1990 or 990-EZ)

Organization Exempt Under Section 501(c)(3) (Except Private Foundation) and Section 501(e), 501(f), 501(k),

501(n), or Section 4947(a)(1) Nonexempt Charitable Trust Supplementary Information-(See separate instructions .)

1 MUST be completed by the above organizations and attached to their Farm 990 or 990-EZ LOOL

Department of the Treasury Internal Revenue Service

Name of the organization

ELWYN, INC . rmpioyer iaennncauon nu 23 1352117

..... ..r .... . . ....---- . .. . ..... . . .., . .." . . ..... . ..... - . .r.. ..1 ...... ..... . .. . . . .w. . ... . . ... ...-, ... . .........-, ... . . .. . . .........., (See page 1 of the instructions . List each one. If there are none, enter "None:")

((e) Expense (a) Name and address of each employee paid (b) I

i e an average ours employee b enefit more than $50,000 per week devoted to (c) Compensation plans 8 deferred account and othe position compensation allowances

JOHN R . DONAPHON SR . VICE PRES

111 ELWYN RD, ELWYN, PA 19063 40 HOURS 233,848 . 65,856 . 1,445 .

WILLIAM ADAMS

111 ELWYN RD, ELWYN, PA 19063 0 HOURS 1103 , 802 .1 22 , 058 .I 10 , 477 .

GERALD SKILLINGS ICE FIRES

111 ELWYN RD, ELWYN, PA 19063 40 HOURS 113,002 . 24,013 . 9,277 .

FRANK GUTHRIDGE CONTROLLER

111 ELWYN RD, ELWYN, PA 19063 40 HOURS 103,086 . 21,906 . 10,477 . Total number of other employees paid over $50,000 . 203 Part II Compensation of the Five Highest Paid Independent Contractors for Professional Services

(See page 2 of the instructions . List each one (whether individuals or firms) . If there are none, enter "None.")

(a) Name and address of each independent contractor paid more than $50,000 (b) Type of service (c) Compensation

CLINICAL CARE ASSOCIATES -------------------------------------------- EDICAL DIR &

2200 RENAISSANCE BLVD, KING OF PRUSSIA, PA 19406 bLINICAL MGMG

ING

TRG HEALTHCARE, LLC

1835 MARKET ST ., STE 1140, PHILADELPHIA, PA 19103 Total number of others receiving over $50,000 for professional services " 11 223101/01-22-03 LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990 and Form 990-EZ .

127,467 .

Schedule A (Form 990 or 990-EZ) 2002

OMB No 1545-0047

WILLIAM WARD

111 ELWYN RD, ELWYN, PA 19063

ICE PRES

0 HOURS 1118,560 .125,194 .1 2,098 .

EC DIR MHS

BEATTY LINCKE

215 NORTH OLIVE ST, PO BOX 901, MEDIA, PA 19063

GRANT THORNTON, LLP

2001 MARKET ST ., STE 3100, PHILADELPHIA, PA 1910

SUBURBAN PSYCHIATRIC ASSOCIATES,- INC .

600 N . JACKSON ST ., STE 200, MEDIA, PA 19063 EDICAL

351,320 .

287,247 .

137,145 .

134,685 .

23-1352117 Page 2 Schedule A (Form 990 or 990-EZ) 2002

Part III Statements About Activities (See page 2 or the instructions .) es I No

a Name(s) of supported or anization s (b)Line number

( ) 9 ( ) from above

and operated to test for public safety. Section 509(a)(4) . (See page 5 of the instructions. 14 n An Schedule A (Form 990 or 990-EZ) 2002

223111 01-22-03

During the year, has the organization attempted to influence national, state, or local legislation, including any attempt to influence public opinion on a legislative matter or referendums If "Yes," enter the total expenses paid or incurred m connection with the lobbying activities " $ $ (Must equal amounts on line 38, Part VI-A, or line i of Part VI-B .) Organizations that made an election under section 501(h) by filing Form 5768 must complete Part VI-A. Other organizations checking 'Yes ; must complete Part VI-B AND attach a statement giving a detailed description of the lobbying activities. During the year, has the organization, either directly or indirectly, engaged in any of the following acts with any substantial contributors, trustees, directors, officers, creators, key employees, or members of then families, or with any taxable organization with which any such person is affiliated as an officer, director, trustee, majority owner, or principal beneficiary (If the answer to any question is "Yes, " attach a detailed statement explaining the transactions)

a Sale, exchange, or leasing of property? I 2a I L X

b Lending of money or other extension of credit?

c Furnishing of goods, services, or facilities?

d Payment of compensation (or payment or reimbursement of expenses if more than $1,000) SEE PART V 1 FORM 9 9 0

e Transfer of any part of its income or assets 2e X

3 Does the organization make grants for scholarships, fellowships, student loans, etc? (See Note below .) 3 X 4 Do you have a section 403(b) annuity plan for your employees 4 X Note : Attach a statement to explain how the organization determines that individuals or organizations receiving grants or loans from it m furtherance of its charitable programs "qualify" to receive payments . SEE STATEMENT 21 Part IV I Reason for Non-Private Foundation Status (See pages 3 through 5 of the instructions .)

The organization is not a private foundation because it is : (Please check only ONE applicable box.) 5 D A church, convention of churches, or association of churches . Section 170(b)(1)(A)(Q . 6 0 A school. Section 170(b)(1)(A)(u) . (Also complete Part V.) 7 ~ A hospital or a cooperative hospital service organization . Section 170(b)(1)(A)(ui). 8 0 A Federal, slate, or local government or governmental unit . Section 170(b)(1)(A)(v). 9 E] A medical research organization operated m conjunction with a hospital . Section 170(b)(1)(A)(m) . Enter the hospital's name, city,

and state 10 0 An organization operated for the benefit of a college or university owned or operated by a governmental unit. Section 170(b)(1)(A)(iv) .

(Also complete the Support Schedule in Part IV-A .) 11a ~ An organization that normally receives a substantial part of its support from a governmental unit or from the general public .

Section 170(b)(1)(A)(vi). (Also complete the Support Schedule in Part IV-A) 11b 0 A community trust. Section 170(b)(1)(A)(vi). (Also complete the Support Schedule in Part IV-A) 12 E1 An organization that normally receives: (1) more than 33 1/3% of its support from contributions, membership fees, and gross

receipts from activities related to its charitable, etc ., functions - subject to certain exceptions, and (2) no more than 33 1/3°k of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975 . See section 509(a)(2). (Also complete the Support Schedule in Part IV-A)

13 El An organization that is not controlled by any disqualified persons (other than foundation managers) and supports organizations described m : (1) lines 5 through 12 above; or (2) section 501(c)(4), (5), or (6), if they meet the test of section 509(a)(2) . (See section 509(a)(3) .)

Provide the following information about the supported organizations. (See page 5 of the instructions.)

Schedule A (Form 990 or 990-EZ) 2002 ELWYN INC . 23 -1352117 _Page 3

Part IV-,A Support Schedule (Complete only if you checked a box on line 10, 11, or 12) Use cash method of accounting . N/A Note : You ma use the worksheet in the instructions for converting from the accrual to the cash method of accounhn .

Calendar year (or fiscal year beginning in " (a) 2001 (b) 2000 (c) 1999 (d) 1998 (e) Total

15 Gifts, grants, and contributions received . (Do not include unusual grants . See line 28 .

16 Membership fees received

17 Gross receipts from admissions, merchandise sold or services performed, or furnishing of facilities in any activity that is related to the organization's charitable, etc., purpose

18 Gross income from interest, dividends, amounts received from payments on securities loans (sec- tion 512(a)(5)), rents, royalties, and unrelated business taxable income (less section 511 taxes) from businesses acquired by the organization after June 30, 1975

19 Net income from unrelated business

activities not included in line 18

20 Tax revenues levied for the organization's benefit and either paid to it or expended on its behalf

21 The value of services or facilities furnished to the organization by a governmental unit without charge. Do not include the value of services or facilities generally furnished to the public without charge

pp Other income . Attach a schedule. Do not include gam or (loss) from sale of capital assets

23 Total of lines 15 through 22 0 . 0 . 0 . 0 . 0 . 24 Line 23 minus line 17

25 Enter 1% of line 23

26 Organizations described on lines 10 or 1 1 : a Enter 2% of amount in column (e), line 24 . 26a N/A

b Prepare a list (or your records to show the name of and amount contributed by each person (other than a governmental

unit or publicly supported organization) whose total gifts for 1998 through 2001 exceeded the amount shown in line 26a.

Do not file this list with your return . Enter the sum of all these excess amounts " 26b N/A

c Total support for section 509(a)(1) test : Enter line 24, column (e) 1 26c N/A

d Add: Amounts from column (e) (or lines: 18 19

22 26b 10- 26d N/A

e Public support (line 26c minus line 26d total) " 26e N/A

( Public support percentage (line 26e (numerator) divided by line 26c (denominator)) 10-1 26f N/A

27 Organizations described on line 12 : a For amounts included in lines 15, 16, and 17 that were received from a 'disqualified person ; prepare a list for your

records to show the name of, and total amounts received m each year from, each disqualified person .' Do not file this list with your return . Enter the sum of

such amounts for each year :

(1999) (1998) (2001) (2000)

b For any amount included m line 17 that was received from each person (other than *disqualified persons'), prepare a list for your records to show the name of,

and amount received (or each year, that was more than the larger of (1) the amount on line 25 (or the year or (2) $5,000 . (Include in the fist organizations

described in lines 5lhrough 11, as well as individuals .) Do not file this list with your return . After computing the difference between the amount received and

the larger amount described m (1) or (2), enter the sum of these differences (the excess amounts) for each year :

(2001) (2000) (1999) (1998)

c Add: Amounts from column (e) for lines : 15 16

17 20 21 . 27c N/A

d Add: Line 27a total and line 27b total " 27d N/A

e Public support (line 27c total minus line 27d total) 1 27e N/A

f Total support for section 509(a)(2) test: Enter amount on line 23, column (e) " 27f N/A

g Public support percentage (line 27e (numerator) divided by line 27f (denominator)) 00- 27 N/A

h Investment income percentage line 18 column e numerator divided b line 27f denominator 1 27h N/A

28 Unusual Grants : For an organization described in line 10, 11, or 12 that received any unusual grants during 1998 through 2001, prepare a list for your records to show, for each year, the name of the contributor, the date and amount of the grant, and a brief description of the nature of the grant Do riot file this list with your return . Do not include these grants m line 15 .

223121 01-22-03 Schedule A (Form 990 a 990-EZ) 2002

34 a Does the organization receive any financial aid or assistance from a governmental agency b Has the organization's right to such aid ever been revoked or suspended?

If you answered 'Yes'to either 34a or b, please explain using an attached statement 35 Does the organization certify that it has complied with the applicable requirements of sections 4 .01 through 4 .05 of Rev. Proc. 75-50,

1975-2 C.B . 587. covenna racial nondiscnmmation9 If 'No.' attach an explanation Schedule A (Form 990 or 990-EZ) 2002

223131 01-22-03

Schedule A (Form 990 or 990-EZ) 2002 ELWYN INC . 23-1352117 Page 4

Part V Private School Questionnaire (See page 7 of the instructions.) N/A (To be completed ONLY by schools that checked the box on line 6 in Part IV)

Yesl No 29 Does the organization have a racially nondiscriminatory policy toward students by statement in its charter, bylaws, other governing

instrument, or in a resolution of its governing body 29 30 Does the organization include a statement of its racially nondiscriminatory policy toward students m all its brochures, catalogues,

and other written communications with the public dealing with student admissions, programs, and scholarships 30 31 Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media during the period of

solicitation for students, or during the registration period d it has no solicitation program, in a way that makes the policy known to all parts of the general community it serves 31 11 'Yes,' please describe, it *No,' please explain. (I( you need more space, attach a separate statement.)

32 Does the organization maintain the following: a Records indicating the racial composition of the student body, faculty, and administrative staffs 32a b Records documenting that scholarships and other financial assistance are awarded on a racially nondiscriminatory basis 32b c Copies of all catalogues, brochures, announcements, and other written communications to the public dealing with student

admissions, programs, and scholarships 32c d Copies of all material used by the organization or on its behalf to solicit contributions? 32d

If you answered "No' to any of the above, please explain . (If you need more space, attach a separate statement.)

33 Does the organization discriminate by race in any way with respect to : a Students' rights or privileges? __ 33a b Admissions policies 33b c Employment of faculty or administrative staffs 33c d Scholarships or other financial assistance 33d e Educational policies 33e t Use of facilities 33f g Athletic programs 33 h Other extracurricular activities? 33h

If you answered 'Yes' to any of the above, please explain . (If you need more space, attach a separate statement)

Schedule A (Form 990 or 990-EZ) 2002 ELWYN INC . 2 3-1352117 Page 5 Part VI-A] Lobbying Expenditures by Electing Public Charities (See page 9 of the instructions .) N/A

(To be completed ONLY by an eligible organization that filed Form 5768)

(a) (b) Affiliated group To be completed for ALL

totals electing organizations

N/A

Caution : If there is an amount on either line 43 or line 44, you must file Form 4720

Lobbying Expenditures During 4-Year Averaging Period N A

(a) (b) I W I (d) 2002 2001 2000 1999 Total

Calendar year (or fiscal year beginning in)

45 Lobbying nontaxable amount

46 Lobbying ceding amount (150% of line 45(e))

47 Total lobbying expenditures

48 Grassroots nontaxable amount

49 Grassroots ceding amount (150% of line 48(e))

50 Grassroots lobbying

0 .

Part VI-B Lobbying Activity by Nonelecting Public Charities (For reoortinq onlv by organizations that did not complete Part VI-A) (See Daae 11 of the instructions .)

During the year, did the organization attempt to influence national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of a Volunteers b Paid staff or management (Include compensation m expenses reported on lines c through h ) c Media advertisements d Mailings to members, legislators, or the public e Publications, or published or broadcast statements ( Grants to other organizations for lobbying purposes p Direct contact with legislators, their staffs, government officials, or a legislative body h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any other means i Total lobbying expenditures (Add linesc through h .)

If 'Yes'to any o1 the above, also attach a statement giving a detailed description of the lobbying activities . 223141 01-22-03

Amount

Schedule A (Form 990 or 990-EZ) 2002

Limits on Lobbying Expenditures

term 'exoenditures" means amounts paid or incurred .

36 Total lobbying expenditures to influence public opinion (grassroots lobbying) 36 37 Total lobbying expenditures to influence a legislative body (direct lobbying) 37 38 Total lobbying expenditures (add lines 36 and 37) 38 39 Other exempt purpose expenditures _ 39 40 Total exempt purpose expenditures (add lines 38 and 39) 40 41 Lobbying nontaxable amount Enter the amount from the following table -

If the amount on line 40 is - The lobbying nontaxable amount is Not over $500,000 2096 of the amount on line 40

Ova $500,000 but not over $1,000,000 $100,000 plus 15% of the excess ova $500,000

Ova $1,000 .000 but not ova $1,500,000 $175,000 plus 10% 01 the excess over $7,000,000 41 Over $1,500,000 but not over $17,000,000 $225,000 plus 5% of the excess over $7,500,000

Over $17,000,000 $1,000,000

42 Grassroots nontaxable amount (enter 25% of line 41) 42 43 Subtract line 42 from line 36. Enter -0- d line 42 is more than line 36 43 44 Subtract line 41 from line 38. Enter -0- it line 41 is more than line 38 44

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns

below. See the instructions for lines 45 through 50 on page 11 of the instructions .)

(i) Cash 51a(i) X (ii) Other assets a(ii) X

b Other transactions- (i) Sales or exchanges of assets with a noncharitable exempt organization b(i) X (ii) Purchases of assets from a nonchantable exempt organization b(ii) g

(iii) Rental of facilities, equipment, or other assets b(iii) X (iv) Reimbursement arrangements b(iv) X (v) Loans or loan guarantees b(v) X (vi) Performance of services or membership or fundraising solicitations b(vi) X

c Sharing of facilities, equipment, marling lists, other assets, or paid employees c X d I( the answer to any of the above is "Yes," complete the following schedule . Column (b) should always show the fair market value of the

goods, other assets, or services given by the reporting organization . If the organization received less than fair market value in any

52 a Is the organization directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described in section 501(c) of the Code (other than section 501(c)(3)) or m section 5279 10- ~ Yes 5j No

223151 01-22-03 Schedule A (Form 990 or 990-EZ) 2002

Schedule A (Form 990 or 990-EZ) 2002 ELWYN INC . 23-1352117 Page 6 Part VII Information Regarding Transfers To and Transactions and Relationships With Noncharitable

Exempt Organizations (Seepage 12 of the instructions) 51 ' Did the reporting organization directly or indirectly engage m any of the following with any other organization described in section

501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations? a Transfers from the reporting organization to a noncharitable exempt organization o( : Yes No

STATEMENT 1

ELWYN, INC. EIN . 23-1352117 FORM: 990 YEAR END' June 30, 2003

STATEMENT-1 DETAIL OF FIXED ASSETS

Fixed Assets Balance Reclassifications/ Reclassifications/ Balance

Description 7/1/2002 Additions Deletions 6/30/2003

Land 5,091,617 117,800 26,541 5,235,958

Building & Improvement 68,302,015 1,350,024 (587,262) 69,064,777

Equipment & Furniture 13,774,811 744,513 (1,274,560) 13,244,764

Ground Improvements 3,506,296 321,057 2150 3,829,503

Construction in Progress 338,083 749,894 (17,941) 1,070,036

Total Fixed Assets 91,012,822 3,283,288 (1,851,072) 92,445,038

Accumulated Depreciation Balance Reclassifications/ Reclassifications/ Balance

Description 7/1/2002 Additions Deletions 6/30/2003

Fixed Assets 49,079,204 3,369,602 (1,196,539) 51,252,267

Total Accumulated Dep . 49,079,204 3,369,602 (1,196,539) 51,252,267

2003 Depreciation 3,369,602

Net Fixed Assets 41,192,771

ELWYN, INC . 23-1352117

STATEMENT S) 2

FORM 990 GAIN (LOSS) FROM PUBLICLY TRADED SECURITIES STATEMENT 2

GROSS COST OR EXPENSE NET GAIN DESCRIPTION SALES PRICE OTHER BASIS OF SALE OR (LOSS)

SECURITIES & INVESTMENTS 82,200,141 . 84,126,692 . 0 .

TO FORM 990, PART I, LINE 8 82,200,141 . 84,126,692 . 0 .

ELWYN, INC . 23-1352117

FORM 990 GAIN (LOSS) FROM SALE OF OTHER ASSETS STATEMENT 3

METHOD ACQUIRED

PURCHASED

NET GAIN

DATE DATE ACQUIRED SOLD

STATEMENT 4 FORM 990 SPECIAL EVENTS AND ACTIVITIES

GROSS DESCRIPTION OF EVENT RECEIPTS

FINE WINE - WINE TASTING EVENT 40,370 . ELWYN BALL 357,617 .

TO FM 990, PART I, LINE 9 397,987 .

24,120 . 16,250 . 20,533 . 217,617 . 140,000 . 105,701 . 34,299 .

241,737 . 156,250 . 126,234 . 30,016 .

FORM 990 OTHER CHANGES IN NET ASSETS OR FUND BALANCES STATEMENT 5

DESCRIPTION

NET UNREALIZED LOSS

TOTAL TO FORM 990, PART I, LINE 20

STATEMENT S) 3, 4, 5

DESCRIPTION

PROPERTY & EQUIPMENT

NAME OF BUYER

TO FM 990, PART I, LN 8 524,500 . 576,214 . 22,814 .

GROSS COST OR EXPENSE SALES PRICE OTHER BASIS OF SALE

524,500 . 576,214 . 22,814 .

DEPREC OR (LOSS)

157,331 . 82,803 .

157,331 . 82,803 .

CONTRIBUT . GROSS DIRECT NET INCLUDED REVENUE EXPENSES INCOME

AMOUNT

3,112,740 .

3,112,740 .

ELWYN, INC . 23-1352117

FORM 990 OTHER EXPENSES STATEMENT 6

(A) (B) (C) (D) PROGRAM MANAGEMENT

TOTAL SERVICES AND GENERAL FUNDRAISING

2,180,796 . 1,873,295 . 306,323 . 1,178 . 7,584,924 . 7,373,820 . 211,104 . 2,347,260 . 2,088,566 . 245,800 . 12,894 .

249,996 . 249,996 . 110,450 . 84,166 . 23,791 . 2,493 . 678,597 . 678,597 . 26,025 . 32,353 . 7,476 .

299,524 . 276,156 . 21,661 . 1,707 .

385,235 . 381,303 . 3,932 . 130,268 . 130,268 . 682,390 . 615,198 . 67,192 .

1,525,248 . 1,525,113 . 135 .

1,636,846 . 1,636,846 . 630,626 . 593,269 . 37,357 . 55,143 . 55,143 . 82,466 . 81,640 . 826 .

267,100 . 267,100 .

17,796 . 17,313 . 483 . 170,387 . 160,118 . 9,269 . 1,000 .

19,061,077 . 17,870,264 . 1,164,065 . 26,748 .

DESCRIPTION

PROFESSIONAL FEES PURCHASED PERSONNEL INSURANCE BAD DEBT DUES & SUBSCRIPTIONS PERSONNEL - OTHER SUNDRY GAS & OIL FURNITURE & EQUIPMENT TAXES SUBCONTRACT PAYROLL STUDENTS PAYROLL FEDERAL CONTRACTORS DIETARY FEES DAY PROGRAM COSTS DRUG PROGRAM COSTS EXPENSES FOR DESIGNATED PURPOSE ACT-33 SECURITY CHECKS ADVERTISING

TOTAL TO FM 990, LN 43

FORM 990 CASH GRANTS AND ALLOCATIONS STATEMENT 7

CLASSIFICATION DONEE'S NAME

GRANTS ASSOCIACION DEPUERTORIQUENOS EN MAR

GRANTS BANCROFT REHAB SERVICES

GRANTS COMMUNITY CHILD DEVELOPMENT CENTER

GRANTS THE CONSORTIUM

STATEMENT S) 6, 7

DONEE'S DONEE'S ADDRESS RELATIONSHIP AMOUNT

NONE

431,041 .

NONE 1188472 .

NONE 1008490 .

NONE 750,289 .

COMHAR, INC

EASTER SEAL SOCIETY

FAMILY SUPPORT SERVICES, INC

GREEN TREE SCHOOL

KEN-CREST SERVICES

NORTHEAST COMMUNITY CTR FOR MH/MR

NHS OF PHILADELPHIA

OVERBROOK SCHOOL FOR THE BLIND

PHILADELPHIA HEALTH MGT CORP

SPECIAL PEOPLE IN THE NORTHEAST

CEREBRAL PALSY ASSOCIATION

DR . WARREN E . SMITH HEALTH CTR

CROZER CHESTER MEDICAL CENTER

CHESTER UPLAND SCHOOL DISTRICT

UNITED CEREBRAL PALSY OF PHILA

PEDIATRIC THERAPEUTIC SERVICES, INC

MISCELLANEOUS

DELAWARE COUNTY INTERMEDIATE UNIT

PA SCHOOL DISTRICT FOR THE DEAF

GRANTS

GRANTS

GRANTS

STATEMENT S) 7

ELWYN, INC .

GRANTS'

GRANTS

GRANTS

GRANTS

GRANTS

GRANTS

GRANTS

GRANTS

GRANTS

GRANTS

GRANTS

GRANTS

GRANTS

GRANTS

GRANTS

GRANTS

23-1352117

NONE 185,096 .

NONE 427,580 .

NONE 1573105 .

NONE 435,430 .

NONE 6217645 .

NONE

1682384 .

NONE 872,699 .

NONE 386,553 .

NONE 50,263 .

NONE 1971734 .

NONE 60,015 .

NONE 1018284 .

NONE 77,985 .

NONE 764,885 .

NONE 1961578 .

NONE

67,030 .

NONE 1169897 .

NONE 93,665 .

NONE 164,264 .

ELWYN, INC .

GRANTS NONE NORTHEAST COMMUNITY CTR FOR MH/MR

TOTAL INCLUDED ON FORM 990, PART II, LINE 22

GRANTS AND ALLOCATIONS DESCRIPTION

3,080,958 .

3,519,864 .

43,487,439 . TOTAL TO FORM 990, PART III, LINE E

STATEMENT S) 7, 8, 9

FORM 990 OTHER PROGRAM SERVICES

23-1352117

54,836 .

22613220 .

STATEMENT 8

EXPENSES

16,827,192 .

70,093 .

19,989,332 .

CHILD WELFARE - 253 CLIENTS - RESIDENTIAL AND COMMUNITY PROGRAMS FOR CHILDREN WHO ARE UNDER PROTECTION OF C&Y AGENCIES, FOSTERCARE OR MH SERIVCES CASE MANAGEMENT - 12 CLIENTS - ASSIST FAMILIES EVALUATE CHILDREN'S MEDICAL & THERAPEUTIC NEEDS, IDENTIFY RESOURCES AND COORDINATE SERVICES . MENTAL HEALTH - 1,162 CLIENTS - SERVICES FOR ADULTS AND CHILDREN WITH MENTAL ILLNESS, EMOTIONAL DIFFICULTIES AND DEVELOPMENTAL, PHYSICAL AND SENSORY DISABILITIES . MISCELLANEOUS NON-CONTRACTUAL EXPENDITURES JUVENILE JUSTICE - 51 CLENTS - PROVIDES PROGRAMS THAT OFFER HOUSING, EDUCATION, AND THERAPEUTIC SERVICES TO YOUTH FACING CHALLENGES

FORM 990 NON-GOVERNMENT SECURITIES STATEMENT 9

OTHER PUBLICLY TOTAL

CORPORATE CORPORATE TRADED OTHER NON-GOV'T SECURITY DESCRIPTION STOCKS BONDS SECURITIES SECURITIES SECURITIES

EQUITY INVESTMENTS 19,549,914 . 19,549,914 . CORPORATE BONDS AND COLLATERALIZED MORTGAGE OBLIGATIONS 4,689,155 . 4,689,155 . FIXED INCOME INVESTMENTS 7,083,812 . 7,083,812 .

ELWYN, INC .

TEMPORARY INVESTMENTS 1,742,927 .

TO 990, LN 54 COL B 19,549,914 . 4,689,155 . 8,826,739 .

FORM 990 STATEMENT 10 GOVERNMENT SECURITIES

U .S . STATE AND TOTAL GOV T GOVERNMENT LOCAL GOVT SECURITIES

14,207,341 . 14,207,341 . 2,759 . 2,759 .

2,347,663 . 2,347,663 .

14,207,341 . 2,350,422 . 16,557,763 .

DESCRIPTION

U .S . GOVERMENT AND AGENCY OBLIGATIONS TRUSTEE HELD FUNDS TRUSTEE HELD FUNDS (LT)

TOTAL TO FORM 990, LINE 54, COL B

FORM 990 OTHER ASSETS

DESCRIPTION

INTEREST & DIVIDENDS RECEIVABLE

TOTAL TO FORM 990, PART IV, LINE 58, COLUMN B

STATEMENT S) 9, 10, 11

23-1352117

1,742,927 .

33,065,808 .

STATEMENT 11

AMOUNT

88,935 .

88,935 .

ORIGINAL ISSUE COMPLETION BOND TYPE OF FORM 8038 AMOUNT DATE PROCEEDS FORM 8038 FILED DATE

3,350,000 . 06/30/99 0 . FORM 8038 05/01/99

AMOUNT OF ISSUE

THIRD PARTY INFORMATION OUTSTANDING

NONE 2,909,054 .

PURPOSE OF ISSUE ISSUE DATE

REIMBURSE CAPITAL EXPENDITURES ; FUND FUTURE CAPITAL 03/29/01 EXPENDITURES

THIRD PARTY INFORMATION

NONE

STATEMENT S) 12

ELWYN, INC . 23-1352117

FORM 990 TAX-EXEMPT BOND LIABILITIES OUTSTANDING STATEMENT 12

PURPOSE OF ISSUE ISSUE DATE

EDUCATION & REHABILITATION BUILDINGS 12/30/85

PROJECT UNEXPENDED ORIGINAL ISSUE COMPLETION BOND TYPE OF FORM 8038

AMOUNT DATE PROCEEDS FORM 8038 FILED DATE

2,500,000 . 06/30/89 0 . FORM 8038 12/30/85

AMOUNT OF ISSUE

THIRD PARTY INFORMATION OUTSTANDING

NONE 1,403,925 .

PURPOSE OF ISSUE ISSUE DATE

WAREHOUSE & OFFICE SPACE 04/15/99

PROJECT UNEXPENDED

PROJECT UNEXPENDED ORIGINAL ISSUE COMPLETION BOND

AMOUNT DATE PROCEEDS

3,000,000 . 06/22/01 0 .

TYPE OF FORM 8038 FORM 8038 FILED DATE

FORM 8038 05/14/01

AMOUNT OF ISSUE

OUTSTANDING

2,812,500 .

TOTAL INCLUDED ON FORM 990, PART IV, LINE 64A 32,475,479 .

FORM 990 OTHER EXPENSES NOT INCLUDED ON FORM 990 STATEMENT 15

DESCRIPTION

SPECIAL EVENT EXPENSE

TOTAL TO FORM 990, PART IV-B

STATEMENT S) 12, 13, 14, 15

ELWYN, INC .

PURPOSE OF ISSUE

REFUND SERVICE 1990 BOND ELWYN PROJECT ; REIMBURSE/FUND FUTURE

PROJECT UNEXPENDED ORIGINAL ISSUE COMPLETION BOND TYPE OF

AMOUNT DATE PROCEEDS FORM 8038 FILED

29,505,000 . 05/12/99 0 . FORM 8038

THIRD PARTY INFORMATION

NONE

23-1352117

ISSUE DATE

12/17/96

FORM 8038 DATE

12/17/96

AMOUNT OF ISSUE

OUTSTANDING

25,350,000 .

FORM 990 OTHER LIABILITIES STATEMENT 13

DESCRIPTION AMOUNT

OTHER LIABILITIES - DEPOSITS HELD IN CUSTODY FOR OTHERS 507,068 .

TOTAL TO FORM 990, PART IV, LINE 65, COLUMN B 507,068 .

FORM 990 OTHER REVENUE NOT INCLUDED ON FORM 990 STATEMENT 14

DESCRIPTION AMOUNT

SPECIAL EVENT EXPENSE OFFSET TO INCOME 126,234 .

TOTAL TO FORM 990, PART IV-A 126,234 .

AMOUNT

126,234 .

126,234 .

STATEMENT S) 16

ELWYN, INC . 23-1352117

FORM 990 PART V - LIST OF OFFICERS, DIRECTORS, STATEMENT 16 TRUSTEES AND KEY EMPLOYEES

EMPLOYEE TITLE AND COMPEN- BEN PLAN EXPENSE

NAME AND ADDRESS AVRG HRS/WK SATION CONTRIB ACCOUNT

SANDRA S . CORNELIUS, PH .D . PRESIDENT 111 ELWYN ROAD 40 HOURS 258,492 . 80,721 . 0 . ELWYN, PA 19063

RICHARD G . HATFIELD CHAIRPERSON 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

THEODORE D . HADLEY JR . BOARD OF DIRECTOR 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

GEORGE B . SEARLE VICE CHAIRPERSON 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

NELSON C . BOYER BOARD OF DIRECTOR 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

JAMES J . DELUCA SECRETARY 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

WILLIAM J . DIXON BOARD OF DIRECTOR 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

FRANCIS L . DOYLE, III BOARD OF DIRECTOR 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

PEDRO GER.ALDINO BOARD OF DIRECTOR 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

EDWARD HAZZOURI BOARD OF DIRECTOR 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

JAMES L . KERMES TREASURER 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

STATEMENT S) 16

ELWYN, INC. 23-1352117

THOMAS-H . KILLION BOARD OF DIRECTOR 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

RICHARD A . LEVINE, ESQ . BOARD OF DIRECTOR 111 ELWYN ROAD 1 HOUR 0 . O . 0 . ELWYN, PA 19063

ROBERT 0 . LEWERS, ESQ . BOARD OF DIRECTOR 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

DANIEL E . KENNEDY BOARD OF DIRECTOR 111 ELwYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

J . RICHARD LEAMAN, JR . CHAIRPERSON 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

PETER C . NOWELL, M .D . BOARD OF DIRECTOR 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

OBED SHEFFER BOARD OF DIRECTOR 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

GLENN A. SHIVELY BOARD OF DIRECTOR 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

MICHAEL F . SHRIVER BOARD OF DIRECTOR 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

VIRGINIA SPEARE PH .D . BOARD OF DIRECTOR 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

SUSAN M . STALNECKER BOARD OF DIRECTOR 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

VALAIDA S . WALKER, ED .D . BOARD OF DIRECTOR 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

ALAN WECHSLER VICE CHAIRPERSON 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

STATEMENT S) 16, 17

ELWYN, INC . 23-1352117

EDWARD W . JENKINS, JR . BOARD OF DIRECTOR 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

GEORGE F . RUBIN BOARD OF DIRECTOR 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

WILLIAM P . LINCKE, ESQ BOARD OF DIRECTOR 111 ELWYN ROAD 1 HOUR 0 . 0 . 0 . ELWYN, PA 19063

JOSEPH HUBER CFO, SENIOR VICE PRESIDENT 111 ELWYN ROAD 40 HOURS 95,331 . 20,258 . 831 . ELwYN, PA 19063

H . SCOTT CAMPBELL VICE PRESIDENT 111 ELWYN ROAD 40 HOURS 135,337 . 28,759 . 2,170 . ELWYN, PA 19063

MARGARET ROWE VICE PRESIDENT 111 ELwYN ROAD 40 HOURS 142,000 . 30,175 . 1,808 . ELWYN, PA 19063

TOTALS INCLUDED ON FORM 990, PART V 631,160 . 159,913 . 4,809 .

FORM 990 IDENTIFICATION OF RELATED ORGANIZATIONS STATEMENT 17 PART VI, LINE 80B

NAME OF ORGANIZATION EXEMPT NONEXEMPT

ABILITECH, INC . - 23-2600304 X SLEIGHTON SCHOOL - 23-1352527 X THE TRAINING SCHOOL AT VINELAND - 22-1801227 X EIB, INC . - 23-2511810 X HABILITATION FACILITIES - 23-2426839 X BIE INDUSTRIES - 23-2361332 X

ELWYN, INC . 23-1352117

FORM 990 PROGRAM SERVICE REVENUE STATEMENT 18

BUS UNRELATED EXCL EXCLUDED CODE BUSINESS INC CODE AMOUNT

MENTAL RETARDATION WORK SERVICES EDUCATION EARLY CHILDHOOD CHILD WELFARE CASE MANAGEMENT MENTAL HEALTH OTHER PROGRAM REVENUE JUVENILE JUSTICE

167,481,190 . TO FORM 990, PART VII, LINE 93

NAME, ADDRESS & ID NUMBER PCT NATURE OF TOTAL END-OF-YEAR OF CORP OR PARTNERSHIP OWN BUSINESS INCOME ASSETS

EIB, INC ., 111 ELWYN ROAD, ELWYN, PA 19063, 23-2511810 HABILITATION FACILITIES, 111 ELWYN ROAD, ELWYN, PA 19063, 23-2426839 BIE INDUSTRIES, 111 ELWYN ROAD, ELWYN, PA 19063, 23-2361332 100 .00$ INACTIVE

STATEMENT S) 18, 19, 20

DESCRIPTION

RELATED OR EXEMPT FUNC-TION INCOME

47,307,053 . 23,274,848 . 21,412,800 . 31,106,700 . 17,820,027 .

74,700 . 20,836,574 . 1,924,388 . 3,724,100 .

FORM 990 PART IX STATEMENT 19 INFORMATION REGARDING TAXABLE SUBSIDIARIES

100 .00$ INACTIVE

100 .00$ INACTIVE

FORM 990 PART VIII - RELATIONSHIP OF ACTIVITIES TO STATEMENT 20 ACCOMPLISHMENT OF EXEMPT PURPOSES

LINE EXPLANATION OF RELATIONSHIP OF ACTIVITIES

93A- THE ORGANIZATION PROVIDES RESIDENTIAL, EDUCATIONAL, EARLY CHILDHOOD, E CHILD WELFARE, CASE MANAGEMENT, DEAF, MENTAL HEALTH AND MENTAL

RETARDATION SERVICES TO MENTALLY AND PHYSICALLY DISADVANTAGED PERSONS . THE EDUCATIONAL AND VOCATIONAL SERVICES PROVIDE WORKSHOPS AND TRAINING SO AS TO REHABILITATE AND ENHANCE THESE PERSONS AND TO ASSIST THESE PERSONS IN ACHIEVING MORE PRODUCTIVE LIVES .

97A- RENTAL INCOME FROM GROUP HOMES AND RELATED PROGRAMS . B

23-1352117 ELWYN, INC .

STATEMENT S) 21

SCHEDULE A EXPLANATION OF QUALIFICATIONS TO RECEIVE PAYMENTS STATEMENT 21 PART III, LINE 3

ELWYN, INC ., AS AN ORGANIZATION, PROVIDES A PORTION OF ITS FUNDS ANNUALLY FOR CHARITABLE PURPOSES AS GRANTS FOR SCHOLARSHIPS FOR CHILDREN AND ADULTS WITH DISABILITIES AND DISADVANTAGES . ELWYN, INC . IS NON-DISCRIMINATORY AND SCHOLARSHIPS ARE AVAILABLE ON A NEED ONLY BASIS .

Section 2 MEMBERSHIP The Board or Directors shall consist of all elected directors, whether elected for a full term or to ill the unexpired portion or a term of any director resigning or becoming disqualified for any reason .

ELWYN, INC. BYLAWS

ARTICLE I Charter and Object

Section 1 Elwyn, Inc . ("Corporation") is a nonprofit corporation organized to serve the handicapped, including the mentally disabled and the multi-handicapped as follows :

a . To establish and maintain services for the handicapped, including diagnosis, care, treatment, education and rehabilitation .

b . To promote and engage in scientific research and the development of improved methods of prevention, diagnosis, care and remediation .

c . To carry on educational activities, including the training of professional staff and other personnel to work effectively with the handicapped .

d. To conduct all other acts as authorized within the meaning of Section 501(c)(3) of the Internal Revenue Code, by directly or indirectly, supporting, operating for the benefit of, performing functions of, or carrying out the purposes of qualffled organizations . An organization is a qualified organization only if it is described m Section 501(c)(3) and Section 509(a)(1) or 509(a)(2) of the Internal Revenue Code

Section 2 . This Corporation is organized exclusively for charitable, scientific, rehabilitative and educational purposes as a not-for-profit corporation, and its activities shall be conducted for the aforesaid purposes in such a manner that no part of its net earnings shall inure to the benefit of any director, officer or individual . Upon dissolution of the Corporation, and after payment of dust debts and liabilities, all remaining assets shall be distributed to organizations enjoying an exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or successor provisions . The Corporation shall not substantially engage in carrying on propaganda or otherwise attempting to influence legislation .

ARTICLE II Organization

Unless and until the Articles of Incorporation of the Corporation are amended to provide otherwise, the Corporation shall have no members as the term "Member" is defined in Section 5103 of the Pennsylvania Nonprofit Corporation Law, as amended. The Corporation may from time to time define and establish auxiliaries, friends and other support groups for the Corporation, but none of these auxiliaries, friends, or groups, or the constituents thereof, shall be or have the rights and privileges of "Members" within the meaning of Section 5103 of the Pennsylvania Nonprofit Corporation Law, as amended, with respect to the Corporation .

Section 1 NUMBER. The business and affairs of the Corporation shall be managed by a Board of Directors consisting of not less than twenty-five (25) nor more than forty (40) persons, all of whom shall have experience m the general objectives of the Corporation and its affiliates and be natural persons of full age .

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Have the sole discretion to elect selected Past Directors to the honorary status or" Directors Emeritus . Such Directors Emeritus may be invited to Board meetings and social functions and may receive such minutes and reports as the Board shall determine but such Directors Emeritus shall not have the right to vote

Section 3 . TERM OF OFFICE.

a . One-third of the directors shall be elected each year. Directors shall serve for a term of three (3) years and until their successors are elected and qualified . No director may be elected to more than four (4) consecutive full three-year terms, but may be re-elected after a one-year lapse, if nominated .

b . Vacancies created +n the Board may be filled by a majority vote of the remaining directors, though less than a quorum, and each person so elected shall serve as a director for the remainder of the term of the director whom such person succeeds .

Section 4 . THE ELECTION OF DIRECTORS . Directors shall be elected by the current Board of Directors once per year, after submission thereto of the names and qualifications of nominees by the Governance Committee .

Section 5 . POWERS AND DUTIES OF THE BOARD OF DIRECTORS . Subject to the limitations of the Articles of Incorporation, these Bylaws, and the laws of the Commonwealth of Pennsylvania, the activities and affairs of the Corporation shall be managed, its property shall be controlled, and all corporate powers shall be exercised by or under authority of the Board of Directors . The Board of Directors shall, without limitation :

a . Establish policies in accordance with the philosophies of the Corporation and its stated purposes as set forth in the Articles of Incorporation and the amendments thereto and restatements thereof

b . Appoint a President of the Corporation who shall be responsible for the management and administration of same and who shall be directly responsible to the Board for the performance of his/her duties .

c. Elect, from its membership, the following officers . a Chairperson, one or more Vice Chairpersons, a Secretary, and a Treasurer. The persons so elected shall hold office for a term of one (1) year or until their successors shall be elected and qualified unless removed for cause or by a vote of two-thirds of the entire Board. In addition, the Board may elect, not from its membership, such additional assistant officers as it deems necessary which said additional assistant officers shall not be limited as to terms of office by Article III, Section 2a, but shall be elected annually.

d . Have the authority to create such committees as it shall determine to be in the best interest of the operation of the Corporation, and the Chairperson shall have authority to appoint members of such committees and to name Chairpersons thereof .

e. Do all that is necessary and proper for the control and management of the Corporation which is not inconsistent with the Articles of Incorporation, as amended, or with the provisions of these Bylaws .

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Section 1 . OFFICERS The officers of the Board shall be a Chairperson, one or more Vice Chairpersons, a Secretary, and a Treasurer, and such assistant secretaries and such other officers as shall be determined by the Board from rime ;o time .

Section 6 . MEETINGS OF THE BOARD OF DIRECTORS

a . The dates and places of regular meetings of the Board shall be selected by the Chairperson and President . The Board shall hold at least three (3) regular meetings per fiscal year to carry on the business of the Corporation at such times and places as the Secretary of the Board shall notify the Board in venting .

b . The fiscal year of the Corporation shall be from July 1 to June 30 .

c Special meetings may be called at any time by the Chairperson of the Board or any five (5) directors in accordance with the notice requirements provided for below .

d . Notice of regular and special meetings shall be given to all directors by the Secretary at least five (5) days prior to the date of the meeting . The notice of a special meeting shall set forth with particularity the purpose or purposes for which the special meeting is being called, and no other business shall be transacted at said meeting .

Section 7 . ORDER OF BUSINESS AT MEETINGS .

a The order of business at regular meetings of the Board of Directors shall be such as determined by the Chairperson .

The order of business at special meetings shall adhere to the purposes for which same are called .

c . Quorum . The number of directors necessary to constitute a quorum for the transaction of business at any regular or special meeting of the Board shall be one-third (1/3) of the directors in office .

d . A vote of a majority of those present and able to vote at a meeting at which a quorum is present shall be necessary for any action to be taken, unless a greater vote shall otherwise be required by law or these Bylaws. The number of directors necessary to sell, encumber, or dispose of ail or substantially all of the Corporate assets shall be two-thirds (Z3) of all directors in office .

e . Directors may participate in meetings of the Board of Directors or any committee thereof by conference telephone or similar communications equipment by means of which all persons participating m the meeting can communicate with each other .

f. Any action which may be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if a consent or consents in venting, setting forth the action so taken, shall be signed by all directors in office and shall be flied with the Secretary or the Corporation .

ARTICLE III Officers

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Section 1 PRESIDENT The President shall be Chief Executive Offices of the Corporation, shall have direct supervision or" all the affairs of the Corporation and its branches and affiliates, shall carry out the directions or the Board of Directors and its appropriate committees with respect ;hereto, aril shall aerform such other duties as are imposed by these Bylaws or as may be

Section 2 . ELECTION AND TERM OF OFFICE.

a . Officers shall be elected by a majority vote of the Board of Directors for terms of one (1) year or until their successors shall be elected and qualified . No elected officers shall serve more than four (4) consecutive foil-year terms m a single office, but may be re-elected after a one-year lapse, if nominated .

In the event that a vacancy occurs m any of the offices designated in Section 2 of this Article, the Board, at a regular or special meeting, shall fill said vacancy for the remainder of the term of office .

Section 3 . CHAIRPERSON . The Chairperson of the Board shall preside at meetings of the members of the Board of Directors, shall appoint committees of directors, shall be an ex-officio member of all committees of the Board, and shall perform such other duties as may be assigned by the Board of Directors or as are inherent in the office of the Chairperson .

Section 4 VICE CHAIRPERSONS . The Vice Chairpersons shall, in order of their seniority as such, be vested with all the powers and be required to perform all the duties of the Chairperson in his/her absence or inability to act.

Section 5 . SECRETARY The Secretary shall be responsible for minutes of the meetings of the Board of Directors . The Secretary shall perform such other duties as are imposed by these Bylaws, or as may be directed by the Board of Directors from time to time, or as are inherent in the office of Secretary .

Section 6 . ASSISTANT SECRETARY. The Assistant Secretary shall be vested with all the powers and be required to perform all the duties of the Secretary in his/her absence or inability to act .

Section 7 TREASURER . Acting with the Audit Committee, the Treasurer shall see that a true and accurate accounting of the financial transactions of the Corporation is made, in keeping with Board policies . The Treasurer shall have presented at each meeting of the Board such financial reports as may be requested by the Board and/or officers of the Corporation . The Treasurer shall perform such other duties as may be directed by the Board of-Directors from -time to time or as are inherent m the office of Treasurer .

ARTICLE IV Delegation of Duties

In the event of the absence or disability of any officer of the Corporation other than the Chairperson, or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of any officer to any other officer, or to any director, on a temporary basis ; provided, however, that the Chairperson may make such delegation of authority until the next regular or special meeting of the Board .

ARTICLE V Other Officers

All notices required by any provision of these Bylaws shall be m writing and sent by regular or express mail, telex or facsimile transmission . Any notice required to be given under these Bylaws may be effectively waived by the person entitled to such notice by whiten waiver signed before or after the meeting to which such notice relates or by attendance at such meeting otherwise than for the express purpose of objecting to the transaction of any business because the meting was not lawfully called or convened .

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directed by the Board of Directors from time to time . The President shall be an ex-officio voting member of the Board of Directors and an ex-officio voting member of all committees thereof, but shall not be subject to the terms of office limitations of Article 11, Section 3a and Article III, Section 2a . In addition, the President shall :

a . Be responsible for the efficient and economical management of all programs in accordance with Board policy. The President shall be responsible for the health, education and welfare of all individuals served, to the satisfaction of the Board, governmental agencies, professional organizations and parents/guardians . The President shall formulate' and present plans for improvement and future development, and shall systematically report to the Board of finances, personnel, program management and facilities .

b . Interpret Board policy and formulate and effect rules and regulations for the guidance of personnel, students, trainees, residents, parents/guardians and others . The President shall implement and administer programs .

c. As Chief Executive Officer of the Board, or his/her appointed subordinate officers, be authorized to attest and affix the seal of the Corporation and have the authority to appoint subordinate officers and designate the responsibility for representation and execution of documents in conjunction with activities of the Corporation.

d . Guide the preparation of the financial operating budget and the total capital dollar appropriation for approval by the Executive Committee and the Board, showing estimated income and expenditures . When approved by the Board, the budget and the capital appropriation becomes the Presidents authority for expenditures within its limits The President may, however, approve any expenditure up to the limits established periodically by the Board for any item or purchase not included m the budget without prior approval, reporting such action at the subsequent meeting of the Executive Committee .

e . Employ and discharge within the approved personnel complement list . The President shall fix salaries within the approved personnel compensation scales, select all department heads and assign duties .

Attend meetings of all committees of the Board unless excused by the committee in question or by the Chairperson of the Board . The President shall report to the Chairperson of the Board when requested and to the Board of Directors at its meetings .

ARTICLE VI Notices and Waiver

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ARTICLE VII Committees

d . All Standing Committees and their members shall serve at the discretion of the Board .

Section 1 COMMITTEES IN GENERAL .

a . Committees of the Board, with the exception of the Executive Committee, cannot take actions that bind Eiwyn contractually Such Committees recommend such actions to the Board or to the Executive Committee of the Board.

b . Directors Emeritus may serve on any Committee if appointed by the Chairperson .

c . Special committees may be appointed from time to time at the discretion of the Chairperson or as prescribed by the Board .

d . The Executive Committee shall consist of at least seven (7) members. Five (5) members shall constitute a quorum at its meetings .

e . All standing or advisory committees of the Board of Directors shall consist of at least five (5) members with the exception of the Executive Committee .

f. Three (3) members of a standing or advisory committee, with the exception of the Executive Committee, shall constitute a quorum at its meetings, two (2) of whom must be Elwyn Board members.

g . A vote of a majority of those present at a meeting of a standing or advisory committee shall be necessary for any action to be taken .

h. All standing or advisory committees shall meet at least twice per year, and all committees shall meet upon the call of their respective Chairpersons .

Section 2 . STANDING COMMITTEES .

a . The Board may, by resolution adopted at a meeting where a quorum is present and acting throughout, establish such Standing Committees of the Board as it deems necessary or desirable, including without limitation the Executive Committee, the Governance Committee, and the Audit Committee .

b . Standing Committees shall be comprised of members of the Board only and such Committees and their respective Chairpersons shall be appointed by the Chairperson immediately following the annual meeting of the Board or at such other times as the Chairperson or the Board may deem necessary or appropriate .

c. The Board may delegate such authority to a Standing Committee as it deems appropriate and is not prohibited by applicable law.

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f. To review and submit to the Board of Directors, at the beginning of each fiscal year, a financial operating budget and a total capital dollar appropriation for the Corporation for the ensuing year .

g . To approve all major repairs/expenditures m excess of the capital appropriations

h . To recommend the source of funds from which expenaitures shall be paid .

i . -o review reports of the Treasurer regarding the financial status of the Corporation and anv financ :al policies which may be required .

Section 3 . ADVISORY COMMITTEES.

The Board may establish one or more Advisory Committees, including without limitation the Investment Committee, the Development Committee, the Delaware Committee, and the Deaf Services Advisory Committee .

Advisory Committees shall be comprised of members of the Board and may include persons who are non-Efwyn Board members and such Committees and their respective Chairpersons shall be appointed by the Chairperson immediately following the annual meeting of the Board or at such times as the Chairperson or the Board may deem necessary or appropriate .

c . Chairpersons of any Advisory Committee shall be chosen from among Elwyn Board members only .

All Advisory Committees and their members shall serve at the discretion of the Board .

ARTICLE VIII Duties of Committees

Section 1 EXECUTIVE COMMITTEE. The Executive Committee, of which the Chairperson of the Board shall be the Chairperson of the Committee, shall have the following duties :

a. To advise the Board on specific matters which the Chairperson may bring to it and recommend policies and objectives to the Board.

b To take action m the name of the full Board between meetings of the full Board and in emergencies when the full Board is unable to convene, and to report on such action at the next meeting of the full Board.

c . To coordinate the work of all standing and advisory committees .

d . To fix the salary and benefits of the President and Vice Presidents from time to time .

e . To fix the compensation scales to be paid to ail employees and review the matter of employee benefits offered to employees of the Corporation, including, by way of illustration and not by way of limitation, retirement programs and medical insurance programs .

a . To actively seek to locate and interest persons of capacity and competency from a wide variety of fields of endeavor in becoming members of the Board of the Corporation .

b . To receive from other directors names and recommendations of persons who may be desirable additions to the Board .

c . To report such names to the Board at its meetings .

d i o contact. alone or ;n concert with the other directors, ootenuai candiaates for the purpose of ascertaining their willingness to have their names presented nor election to the Board.

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To review and make recommendations to the Board concerning requests for the Corporation to establish new facilities and services, and to report to the Board at its regular meetings concerning actions taken by the Committee.

k . To act as the Corporate Compliance Committee, provide strategic direction to the Corporate Compliance Program, be responsible for approving the Corporate Compliance Risk Assessment & Plan, and receive reports from the Corporate Compliance Officer .

To report to and submit records to the Board at its regular meetings concerning actions taken by the Committee.

Section 2 . AUDIT COMMITTEE . The Audit Committee shall

a . Recommend to the Board the appointment of a competent firm of accountants to provide auditing services .

Recommend to the Board a program of auditing services to the Corporation

Receive regular reports from the auditors .

Section 3 . INVESTMENT COMMITTEE . The Investment Committee shall :

a . Review assets of the Corporation, determine the best use thereof, and maximize use of the same for current and future needs of the Corporation .

Manage all investments of the Corporation according to policies that may be established by the Board of Directors and m keeping with the terms of any trust funds, and in connection therewith may retain investment advisory or management services .

c . Report to the Board, as needed, concerning the investment and management of the Elwyn pension and endowment funds and of any sinking funds.

Section 4 . DEVELOPMENT COMMITTEE . The Development Committee shall review and make recommendations to the Board of Directors concerning community relations, fund raising and related activities .

Section 5 . GOVERNANCE COMMITTEE . The Governance Committee shall have the following duties :

Section d The Board of Managers of each branch shall have authority to create such committees as ii shall determine to be in the best interest of the operation of the particular branch, and the Chairperson of each branch Board of Managers shall have authority to appoint members of such committees and to name the Chairpersons thereof.

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e To submit to the Board recommendations for election of directors or directors emeritus and Board officers .

To review the Bylaws at least annually and recommend any amendments thereto .

Section 6 DELAWARE COMMITTEE. The Delaware Committee shall serve as an advisory body to the administration of Delaware Elwyn . The Committee shall periodically review the operations, programs, and financial status of Delaware Elwyn and shall serve as a liaison between that facility and the Board of Directors .

Section 7 DEAF SERVICES ADVISORY COMMITTEE . The Deaf Services Advisory Committee shall serve as an advisory body to the administration of all Elwyn programs for the deaf and hearing impaired . The Committee shall periodically review such operations, programs, and financial status and shall serve as a liaison between such programs and the Board of Directors .

ARTICLE IX Branch Administration - Board of Managers

Section 1 . The affairs of a branch program of the Corporation may be managed by a Board of Managers, the members of which shall be appointed by the Board of Directors. The number to serve on each such Board of Managers shaft be fixed from time to time by the Board of Directors. The terms of office of members shall be three (3) years and until their successors are elected and qualified, with staggered terms of office as may be designated by the Board of Directors. No manager may be elected to more than four (4) consecutive full three-year terms, but may be re-elected after a one-year lapse, if nominated . The designation of each Board of Managers shall be in the following style: "Board of Managers, California Elwyn ."

Section 2 . Vacancies in a Board of Managers shall be filled by action of the Board of Directors and persons so elected shall serve for the remainder of the term of the manager whom such person succeeds . Five (5) members of a Board of Managers shall constitute a quorum of such Board for all purposes . Each Board of Managers shall meet at regular intervals and shall elect officers at its first meeting of the year . The President or his/her designee shall receive notice of all meetings of the Board of Mangers and shall be eligible to attend such meetings as an ex-officio member.

Section 3 . The Board of Managers of each branch shall elect from its membership the following officers : a Chairperson, a Vice Chairperson, and a Secretary . The persons so elected shall hold once for a term of one (1) year or until their successors shall be elected and qualified unless removed for cause or by a vote of two-thirds of the entire membership of the respective Board of Managers . No elected officers shall serve more than four (4) consecutive full-year terms in a single office, but may be re-elected after a one-year lapse, if nominated .

Sec,ion 2 MANDATORY INDEMNIFICATION OF DIRECTORS & OFFICERS. The Corporation shall, to the fullest extent permitted by applicable law, indemnify its directors and officers who were or are a party or are threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action, suit or proceeding arises or arose by or in the right of the Corporation or other entity) by reasons of the fact that such director or officer is or was a director or officer of the Corporation or is or was serving at the request of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, general partner. agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans), against expenses (including, but not limited to, attorneys' fees and casts), judgments, nines (including excise taxes assessea on a person

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Section 5 The Board of Managers of each branch shall be responsible for the administration of that branch and shall be responsible to submit annually or as requested to the President a report of operations and a proposed annual budget for the branch . A Board of Managers shall have no authority to incur indebtedness, or to transfer, acquire, or lease real estate, or to solicit public or private funds for financial support except with the approval of the Board of Directors .

Section 6 The President shall appoint, with the approval of the respective Board of Managers, an Executive Director of the branch program, subject to the approval of the Board of Directors .

Section 7 The Chairperson of the Board of Managers or, if absent, the Vice Chairperson, may attend meetings of the Board of Directors as an ex-officio voting member. Such ex-officio members shall not be counted in determining a quorum of the Board of Directors, nor shall they be eligible for election as an officer unless also elected as a regular member of the Board of Directors .

Section 8 . Unless otherwise provided herein, a branch Board of Managers shall operate substantially as a committee of the Board of Directors, and shall adhere to the duties and requirements and be vested with the rights, powers and privileges set forth herein regarding voting, meetings, indemnification, duality of interest and the like .

ARTICLE X Persona! Liabditv & Indemnification

Section 1 PERSONAL LIABILITY OF DIRECTORS .

A director of this Corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take action, unless :

the director has breached or faded to perform the duties of his/her office under Section 5713 of the Pennsylvania Directors' Liability Act (which, as amended from time to time, is hereafter called the "Directors' Liability Ac: and

the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

b . This Section 1 shall not limn a directors liability for monetary damages to the extent prohibited by Section 5713(b) of the Directors' Liability Act .

b. The right of a person covered by Section 2 hereof to be indemnified or to receive an advancement or reimbursement of expenses pursuant to Section 3 : (a) may also be enforced as a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth m a separate written contract between the Corporation and such person ; (b) to the fullest extent permitted by applic2dle law. is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof; and (c) shall continue to exist after the

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w~,h respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such director or officer in connection with such action, suit or proceeding except as otherwise provided in Section 4 hereof. (For purposes of this Section 2 and subsequent sections of this Article X, the term officer or director shall be deemed to include a member of a "Board of Managers" as described in Article IX of these Bylaws .) A director or officer of the Corporation entitled to indemnification under this Section 2 is hereafter called a "person covered by Section 2 hereof ."

Section 3 EXPENSES No indemnification under Section 2 or advancement or reimbursement of expenses under Section 3 shall be provided to a person covered by Section 2 hereof: (a) if a final unappealab