MOTION #1

MOTION: The resignation of Bob Lambert, submitted on January 15, 2015 is accepted,
effective January 29, 2015. Mr. Lamberts status as interim CEO, and as an officer of Summit
Pointe, is terminated immediately.

MOTION #2
MOTION: Appointment of Interim CEO
a. Jeannie Goodrich is appointed to the position of Interim Executive Director (IED), who
shall serve at the pleasure of the Board, and who shall report to the Board through its
Chair as the Chair deems necessary from time to time. The Board Chair shall have direct
supervisory authority on behalf of the Board until further notice, subject however to
Board direction or limitation from time to time.
b. The Chair shall meet with the IED and recommend to the Board compensation and other
necessary arrangements for that position.
c. The IED is directed to provide to the Chair, within 7 days, a proposed Leadership
Staffing Plan to demonstrate and assure that all necessary executive and administrative
responsibilities are in capable hands, or identifying any gaps requiring immediate
resources and offering any available recommended solutions for Board consideration.
The IED shall meet with the chair, and such person as the Chair shall from time to time
request, with regard to matters relating to executive succession, resources and financial
matters, executive management concerns, and with regard to any ongoing or future
inquiry and investigation.

MOTION #3
RESOLVED: That any two of the Chair, Vice Chair and Secretary/Treasurer of the Board, acting
together, are hereby vested with full authority to executive negotiable instruments,
agreements, and to take all actions necessary to administer employee retirement and health or
welfare benefit plans for Summit Pointe. Further, any two of the foregoing may also, upon
approval of a majority of the Board of Directors, or if between meetings, upon unanimous
signature of said Board officers, appoint or remove Trustees, administrators, custodians and
other professionals and advisors to secure and protect the assets of said plans and trusts.
RESOLVED: All checks shall be authorized by the Interim CEO. Routine payroll and provider
check runs shall be approved by the Interim CEO. No consultants may be paid without approval
of the Chair of the Board of Directors. All outgoing checks shall be reported to the Audit
Committee within a time period to be established by that Committee.
RESOLVED: No contract may be executed by any employee of Summit Pointe unless that
contract shall have either been approved by Counsel, the Board of Directors, and either signed or
countersigned, by the Chair of The Board.

MOTION #4
MOTION: The Board hereby creates a permanent Audit Committee, which shall consist of no
fewer than three independent directors of the Board, who are considered by the Board to possess
appropriate professional skills, training, experience or other qualifications to serve in such
capacity. The Board hereby appoints Craig Owens, Eusebio Solis and Brenda Minter with exofficio members Kelli Scott and Richard Lindsey, to the Audit Committee. The initial charge to
the Audit Committee is:

To recommend to the Board, for its approval, an Audit Committee Charter;

To prepare to make recommendations as to a process for review and appointment of
Independent Certified Public Accountants to conduct the FY 2015 Year End audit; and
To make recommendations to the Board in no later than 60 days to the Board with regard
to conflicts of interest, procurement, and contract review and approval.

MOTION #5
MOTION: The Chair and Board Counsel Fraser Trebilcock are authorized, with due regard for
maintain necessarily privileged matters, to engage, on behalf of the Board and Summit Pointe,
and at the expense of Summit Pointe on terms they consider reasonably appropriate, the public
accounting firm of Plante & Moran to undertake necessary and required audit procedures, and
to conduct its review of matters relating to certain vendors, and other matters related to the
privileged inquiry being conducted by Fraser Trebilcock, and to direct, with Counsel, the work
of Plante Moran. The Chair and Fraser Trebilcock shall keep the Board informed as fees are
incurred by Plante Moran.

MOTION #6
RESOLVED: The actions of the Chair, following consultation with the Board Investigative
Committee, in amending the Summit Pointe DB Pension Plan by adopting Amendments 2015-1
and 2015-2 to that Plan in the form presented to the meeting, and in terminating the authority of
Ervin Brinker, Bob Lambert AND Leon Karnovsky to cause any new distributions from the
Summit Pointe DB Pension Plan or to provide any instructions to any Custodian of such Plan,
are hereby ratified in all respects as of the date of execution, as if taken initially by the board.
IT IS FURTHER RESOLVED that Ervin Brinker, Bob Lambert and Leon Karnovsky are hereby
removed as Trustees of the Summit Pointe DB Pension Trust, the Summit Pointe Retirement
Savings Trust, the Summit Pointe Pension trust, and the Summit Pointe Health Reimbursement
Account Trust, effective upon the effective date of the appointment of a Successor Trustee for
each such Trust. Michael Brubaker, Frank Letters and Craig Owens are hereby appointed as
Successor Trustees of the Summit Pointe DB Pension Trust, the Summit Pointe Retirement
Savings Trust, the Summit Pointe Pension Trust and the Summit Pointe Health Reimbursement

Account Trust, effective upon signing and delivering to the Board Chair an Acceptance of Trust
for each of the Trusts. The Chair is authorized to take all necessary action to effectuate the
foregoing Resolution. A Trustee shall not be disqualified from service as a Trustee solely by
virtue of service as a Board member of Summit Pointe. Richard Lindsey and Kelli Scott in their
official county capacities shall serve as advisors to the trustees and shall be kept fully informed.
IT IS FURTHER RESOLVED, that no creation or termination of, employer contribution to,
amendment or restatement of, or withdrawal from any Summit Pointe employee retirement,
health and welfare, or other benefit plan may be made without the prior approval of the Board of
Directors or, in the case of a withdrawal from any such plan, the prior approval of the Board
Chair.
IT IS FURTHER RESOLVED, that Fraser Trebilcock is appointed as Benefits Counsel for all
retirement, health and welfare benefit plans and trusts maintained by Summit Pointe. The Chair
shall notify current benefits counsel of termination of such status, and fully cooperate with Fraser
Trebilcock and provide copies of all file materals.