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$: C:rwiWllY\~u(~ A1ftVIA(.l.t,·v< U~ - Mass.gov$
CHARLES D. BAKER Governor

KARYN E. POLITO UeulenmntGo-r

INSTRUCTIONS

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The Commonwealth of Massachusetts Executive Office of Health and Human Services

Department of Public Health Bureau of Health Care Safety and Quality

Medical Use of Marijuana Program 99 Chauncy Street, 11 111 Floor, Boston, MA 02111

MARYLOU SUDDERS hc:f'lllmy

MONICA BHAREL, MD, MPH Cammi.ion.

Tel: S17-M04370 www.maa.llO\'lmedlcalmart)uan1

MANAGEMENT AND OPERATIONS PROFILE Request for a Certificate to Registration to

Operate a Registered Marijuana Dispensary

nus application fonn is to be completed by a non-profit corporation that wishes to apply for a Certificate of Registration to operate a Registered Marijuana Dispensary ("RMDj in Massachusetts, and has been invited by the Department of Public Health (the "Department'') to submit a Management and Operations Profile.

Once invited by the Department to submit a Management and Operations Profile, the applicant must submit the Management and Operations Profile within 45 days from the date of the invitation letter, or the applicant must submit a new Application of Intent and fee.

If invited by the Department to submit a Management and Operations Profile for more than one proposed RMD, you must submit a separate Management and Operations Profile, attachments, and application fee for each proposed RMD. Please identify each application of multiple applications by designating it as Application l, 2 or 3 in the header of each application page. Please note that no executive, member, or any entity owned or controlled by such an executive or member, may directly or indirectly control more than three RM.Ds.

However, even if submitting a Management and Operations Profile for more than one RMD, an applicant need only submit one background check packet, including authorization forms for all required individuals, and fee associated with the background checks.

Unless indicated otherwise, all responses must be typed into the application fonns. Handwritten responses will not be accepted. Please note that character limits include spaces.

Attachments should be labelled or marked so as to identify the question to which it relates.

Each submitted application must be a complete, collated response, printed single-sided, and secured with a binder clip (no ring binders, spiral binding. staples, or folders) .

Application _3_ of _3 __ Commonwealth AJtemalivc Cnrc

Applicant Non-Profit Corporation --------------

Mail or band-deliver the Management and Operations Profile, with all required attachments, the $30,000 application fee, and completed Remittance Form to:

Department of Public Health Medical Use of Marijuana Program

RMD Applications 99 Cbauncy Street, 11th Floor

Boston, MA 02111

All fees are non-refundable and non-transferable.

REVIEW

Applications are reviewed in the order they arc received.

After a completed application packet and fee is received by the Department, the Department will review the information and will contact the applicant if clarifications/updates to the submitted application materials are needed. The Department will notify the applicant whether they have met the standards necessary to be invited to submit a Siting Profile.

PROVISIONAL CERTIFICATE OF REGISTRATION

Applicants have one year from the date of the submission of the Management and Operations Profile to receive a Provisional Certificate of Registration. If an applicant does not receive a Provisional of Certificate of Registration after one year, the applicant must submit a new Application of Intent and fee.

REGULATIONS

For complete infonnation regarding registration ofao RMD, please refer to 105 CMR 725.100.

It is the applicant's responsibility to ensure that all responses are consistent with the requirements of 105 CMR 725.000, et seq., and any requirements specified by the Department, as applicable.

PUBLIC RECORDS

Please note that all application responses, including all attachments, will be subject to release pursuant to a public records request, as redacted pursuant to the requirements at M.G.L. c. 4, § 7(26).

QUESTIONS

If additional information is needed regarding the RMD application process, please contact the Medical Use of Marijuana Program at 617-660-5370 or RMDapplication(Q state.ma.us.

lnfonnation on this page h&S been reviewed by the indicated by the initials of the authorized signatory

vidcd by the applican.t, is accurate and complete, as

Management and Operations Profile - Page 2

Commonwealth Alternative Cwc Application _3_ of_3 __ Applicant Non-Profit Corporation _____________ _

CHECKLIST

The forms and documents listed below must accompany each application, and be submitted as outlined above:

0 A fully and properly completed Management and Operations Profile, signed by an authorized signatory of the applicant non-profit corporation (the "Corporation")

0 A copy of the Corporation's Articles of Incorporation

0 A copy of the Corporation's Certificate of Good Standing from the Massachusetts Secretary of State

IZl A copy of the Corporation's bylaws

IZl An Employment and Education form (use template provided) for each of the following individuals: The Corporation's Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security operations

0 A bank or cashier's check made payable to the Commonwealth of Massachusetts for $30,000

0 A completed Remittance Form (use template provided)

IZl A sealed envelope with the name of the Corporation and marked "authorization fonns," that contains the background check authorization forms (use forms provided) and fee, for each of the following actors:

• Chief Executive Officer; Chief Operating Officer; Chief Financial Officer; individual/entity responsible for marijuana for medical use cultivation operations; individual/entity responsible for the RMD security plan and security operations; each member of the Board of Directors; each Member of the Corporation, if any; and each person and entity known to date that is committed to contributing 5% or more of initial capital to operate the proposed RMD. For entities contributing initial capital to operate the proposed RMD, authoriz.ations forms must be completed and signed by the entity's Chief Executive Officer/Executive Director and President/Chair of the Board of Directors.

Information on this page has been reviewed by th indicated by the initials ofthc: authorized signato

provided by the applicant, is accurate and oomplete. as


Commonwealth Allemllivc Care 3 3 Application __ of __ Applicant Non-Profit Corporation _____________ _

SECTION A. APPLICANT INFORMATION

Commonwealth Ahcmativc Care, Inc. 1.

... . " . . rporation

2. Name of Corporation's Chief Executive Officer

Address of Corporation (Street, City!Town, Zip Code)

4. Applicant point of contact (name of person Department of Public Health should cont.act regarding this

t t t t I

Applicant point of contact's telephone number

6. Applicant point of contact's e-mail address

7. Number of applications: How many Management and Operations Profiles do you intend to submit?

3

SECTION B. INCORPORATION

8. Attach a copy of the corporation's Articles of Incorporation, documenting that the applicant is a nonprofit entity incorporated in Massachusetts.

9. Attach a copy of the corporation's Certificate of Good Standing from the Massachusetts Secretary of State.

10. Attach a copy of the corporation's bylaws.

Information on this page has been reviewed by the ap indicated by the initials of the authorized signatory he

provided by the applicant. is accurate and complete, as


~ ec:nr'Yl D . . ~lil.c.i b~ 1'w\4vt 1rtthwl - -MA SOC Filing Number: 201543076060 Date: 812012015 10:31 :00 AM

The Commonwealth of Massachusetts Willlam Francis Galvin

Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th Door

Boston, MA 02108-1512 Telephone: (617) 727-9640

No Fee

at pursuant to eneral Laws, Chepler 180, Section 60, a change In the directors and/or the president, treasurer and/or cleri< of said corporation has been made and that the name, residential street address, and expiration of tenn of the president, treasurer, cleri< and each dlractor are as follows: (PleasB provide thtl name and reskJenlal slre8t address of the assistant cleric H he/she Is executing this certificate of change. Also, /ncJud9 the names of any sddiflonaJ otffcers of rhe COIJJOnltion.)

Title Individual Name

PRESIDENT

TREAS UREA

CLERK

DIRECTOR

DIRECTOR

• •• · ··~· •• J ~· ...... .

02001 • 2015 Commonweallh of Massachuaotts AU Rlghee Rosorved

Addres (no PO Box)

Y, th.is 20 Day or August, 2015,

Expiration of Tenn

8/2025

1112025

812025

~ v11""' \l-> UAM~~wuv t<n, I\' {ta ~· ~ fJ._ ~ . ( ("'rvt\ !AM. ~ r\Yri avlt-s ~OMA si:Jc F~lng Number: 201543076420 Date: 8/20/201510:32:00AM 36'} 3

The Commonwealth of Massachusetts WiUiam Francis Galvin

Secretary of lhe Commonwealth, Corporations Division One Ashburton Place, 17th floor

Boston, MA 02108-1512 Telephone: (611) 727-9640

MinbnUJD Fu: $10.00

- - - -- -- - --- -- --- - - - --- - - - - --- ---Certificate of Change of Principal Office 1G: r:e:a· \..a:.5 C-:a~:;; : ; EC!. Sec: r . i O<'.: ) -----· ·--- --- -- ------ - -~-------·-------~-

ldenUfk:atlon Number: 001169869

O 2001 - 2015 Commonwoallh DI Musshu90tls All Rights RoSOM!d

Y, this 20 Day or August, 2015,

~'h~ 15 . UvvtwtK'Yl~A-iJ·~~tveQ~ f1Y1i ct c. < A-ll\ ' ~ (, f ~OC 1tng Number: 201543076420 Date: 8/20/201510:32:00AM H 3

THE COMMONWEALTH OF MASSACHUSETIS

I hereby certify that, upon examination of this document, duly submitted to me, it appears

that the provisions of the General Laws relative to corporations have been complied with,

and 1 hereby approve said articles; and the filing fee having been paid, said articles are

deemed to have been filed with me on:

August 20, 2015 10:32 AM

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

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Avfle ~ ~~ ~ Fiiing ~ber: 201542279930 Date: 8/11/2015 9:15:00 AM

The Commonwealth of Massachusetts William Francis Galvin

Secrct.:iry of the CommonweaJth, Cmporations Division One Ashburtoo Place, 17th floor

Boston, MA 02108-1512 Tc1ephone: (617) 727-9640

3 lfk 3

dO hereby certify that the following Restatement of the Artlcias of OrganizatlOn was duly adopted at a meeting held on:

7127/2015, by vote of:

Q members, ! directors, or Q. sharaholdefs, being at least two-thirds of Its members/directors legaly qualified to vote In meetings of the corporation (or, In the case of a corporation having capital stock, by the holders or at least two thirds of the capital stock having the right to vote therein):

ARTICLE I

The exact name or the corporation Is:

COMMONWEAL 1ll ALTERNATIVE CARE INC.

ARTICLE II

The purpose ol lhe corporation Is to engage In the following business actMtieS:

ntE CORPORATION IS ORGANIZED FOR NONPROFIT PURPOSES INCWDING. Blff NOT UMI TED TO. PROVIDING PALLIATIVE RELIEF AND WEL~S SERVICES TO PATIENTS SUFFERIN G FROM DEBlUT A TING MEDICAL CONDITIONS SUCH AS CANCER. GLAUCOMA. HIV. AIDS, HEPATITIS C. Al.S. CROHN'S DISEASE. PARKINSON'S DISEASE. MULTIPLE SCLEROSIS AND OTHER CONDmONS. THE CORPORATION MAY.AS PERMJTTED BY LAW.ENGAGE IN ANY A ND ALL AcnYITIES IN FURTHERANCE OF.RELATED TO. OR INCIDENT AL TO THESE PURPOS ES WHICH MAY BE LAWfUU.. Y CARRlED ON BY A CORPORATION FORMED UNDER CHAPTE R I SD OF THE GENERAL LAWS OF MASSACHUSEITS. ANY REVENUE FORM THE CORPORA TI ON SHALL BE USED SOLELY lN FURTHERANCE OF THE CORPORATION'S NONPROFIT PURP OSE.

ARTICLE DI

A corporation may have one or more classes ol members. If It does, the designation or such classes, the manner ol electlon or appointments, the duration ol merrtiershlp and the quaificalions and rights, Including voting rights, ol the members ol each dass, may be set forth In the by-mws of the corporation or may be set forth below:

ARTICLE IV

Other lawful provisions. I any, for lhe oonducl and regulation of the busSl8Ss and alJairs of 1he COipoialion, for Is voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or ol its directors or members, or of any dass of menbn. are as fallows: (11 /hsnJ atf1 no pmtlisions Sil* "NONE")

THE CORPORATION IS ORGANIZED EXCLUSIVELY FOR NONPROFIT PURPOSES. NO PART 0 FiffE NET EARNINGS OF THE CQRPORATION SH.AIL INURE TO 11IB BENEFIT OF. OR BE DIS TRIBtrrABLE TO ITS DIRECTQRS. OFFICERS. OR OTHER PRIVATE PERSONS, EXCEPT TH.AT T HE CORPQRATION SHALL BE AUTIJORIZED AND EMPOWERED TO PAY REASONABLE COMP ENSATION FOR SERVICES RENDERED AND TO MAKE PAYMENTS AND DISTRIBUTIONS INF URTifERANCE OF nm PURPOSES OF11ffi CORPORATION. lN nm EVENT OF DISSOLUTION OF 1llE CORPORATION. TIIE BOARD OF DIRECTORS SHALL. AFTER PA YING OR MAKING PR OVISIONS FOR THE PAYMENT OF ALL OF TIIE LIABJUIIES OF TIIE CORPORATION. DISPOSE OF ALL THE ASSETS OF THE CORPQRA TION EXCLUS[VELY FOR THE PURPOSES OF THE CO RPORATION. AS 111.E BOARD OF DIRECTORS SijALL DETERMINE. IN ACCORDANCE WITH TH ESTA~ OF THE COMMONWEALTII OF MASSACHUSETTS. NO OFFICER OR DIRECTOR OF THE CORPORATION SHALL BE PERSONALLY LIABLE TO THE CORPORATION FOR MONET AR Y DAMAGES FOR OR ARJSING OUT OF A BREACH OF ADUCIARY DtrrY AS AN OFFICER OR DIRECTOR N01W1TifSTANDING ANY PROVISION OF LAW IMPOSING SUCH LIABILITY: PRO VIDEO. HOWEVER. THAT lltE FOREGOING SHALL NOT EUMINA TE OR LIMIT THE LIABILITY OF AN OFFICER OR DIRF.cTOR. TO THE EX1ENT1JIAT SUCH LIABlUfY IS IMPOSED BY APPL !CABLE LAW (I) FOR .BREACH OF THE OFFICER'S OR DIRECTOR'S DUTY OF LOY ALTY TO TH E CORPORATION OR ITS MEM8ERS. cm FOR ACTS OR OMISSIONS NOT IN GOOD FAITH OR WHICH INVOLVE INTENTIONAL MJSCONPUCT OR A KNOWING VIOLATION OF nm LA wt 0 R om FOR ANY TRANSACTION FROM WHICH TIIE OFFICER OR DIRECTOR DERIVED AN IMP ROPER PERSONAL BENEFIT. THE CORPORATION SHALL. TO TIIE EXTENT LEGALLY PERMJS SIBLE. INDEMNIFY EACH PERSON WHO MAY SERVE OR WHO HAS SERVED AT ANY TIME A S AN OFFJCER OR DIRECfOR OF THE CORPORATION AGAINST ALL EXPENSES AND UABIU TIES. INCT..UDING, WITHOUT LIMITATION. COUNSEL FEES.JUDGMENTS, FINES. EXCISE TAX ES, PENALTIES AND SETil..EMENT PAYMENTS. REASONABLY INCURRED BY OR IMPOSED U PON SUCH PERSON IN CONNECIJON WITH ANY JliREA TENED, PENDING OR COMPLETED A CIJON. SUIT OR PROCEEDING IN WHICH HE OR SHE MAY BECOME INVOLVED BY REASON OF HIS OR HER SERVICE IN SUCH CAPACITY; PROVIDED THAT NO INDEMNJ.FICATION SHAL L BE PROVIDED FQR ANY SUCH PERSON WITH RESPECT TO ANY MATIER AS TO WHICH HE OR SHALL HA VE BEEN FINALLY ADJUDICATED IN ANY PROCEEDING NOT TO HA VE ACTED IN GOOD FAITH IN THE REASONABLE BELIEF THAT SUCH ACTION WAS IN THE BEST INTER EST OF rnE CORPORATION; AND FURTifER PROVIDED rnAT ANY COMPROMISE OR SETil..E MENT PAYMENT SHALL BE APPROVED BY A MAJORITY VOTE OR A QUORUM OF DIRECTOR S WHO ARE NOT AT THAT TIME PARTIES TO THE PROCEEDING. THE INDEMNIFICATION PR OVIDED HEREUNDER SH.AIL INURE TO TIIE BENEFIT OF THE HEIRS. EXECUrORS AND ADMJ NISTRATORS OF PERSQNS ENTITI.ED TO INDEMNIFICATION HEREUNDER. THE RIGlff OF IN DEMNIFICATION UNDER nus ARTICLE SHAU., BE IN ADDmON TO AND NOT EXCLUSIVE 0 F AU. OTHER RIGKJ'S TO WHICH ANY PEltSON MAY BE ENITILED. THIS ARTIQ E CONS1TTU TES A CONTRACT BETWEENTHE CORPORATION AND THE INDEMNIFIED OFFJCERS AND DI RECTORS. NO AMENDMENT OR REPEAL OF TIIE PROVISIONS OF THIS ARTICLE WHICH ADV ERSEL Y AFfECTS THE RIGHT OF AN lNDEMNIHED OFFICER OR DIRECTOR UNDER TillS ART ICLE SHALL APPLY TO SUCH OFFICER OR DIRECTOR WITH RESPECrTO THOSE ACTS OR 0 MJSSIONS WHICH OCCURRED AT ANY TIME PRIOR 1Q SUCH AMENDMENT OR REPEAL.

Note: The preceding four (4) articles are considered to be permanent and may ONLY be changed by flllng appropriate Articles of AmendmenL

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ARTICLEV

The effective date of the Reslated Midas ol Organtzallon of the corporatoln shall be the date approved and filed by the Seaet.ary of the Commonwealth. U a lstsr effective dale Is desired, specify such date which shall not be more than thirty days after the dale of filing.

ARTICLE VI The Information contained in Artide VI I& not a permanent part of the Artides of Organization.

a. The street address (post offfce boxes are not acceptable) of the principal office of the corporation In 11-chusefts Is:

No. and Street: 987 TREMONT STREET City or Town: DUXBURY State: MA Zip:~ Country: USA

b. The name, residential street address and post otnce address of each director and officer of the corporation Is as follows:

Title Individual Name Address (no PO Ball

PRESIDENT

TREASURER

CLERK

DIRECTOR

DIRECTOR

DIRECTOR

c. The fiscal year (le., tax year) of the business enUty studl end on the last day of the month of: December

d. The name and business addr.a of the resident agent, H a

ExplraUon of Tenn

1112025

612025

oe/2025

612025

e orago ng tated Articles of OrganlzaUon effect no amendments to the Articles of OrganlzaUon of the business entily as heretofore amended, eacept amendments to the following

~<Ai.m Y> jh4-i uL<.1 d }- D ~lA' -i.ov\tr;....

articles. Briefly describe amendments below: ARTlCLES AMENDED ONLY TO REFLECT NEW DlRECTOR$HIP AND PRINCIPAL ADDRESS: N 0 CHANGES WERE MADE TO lllE CONJENT OF AMENDMENTS AS ORIGINALLY FILED.

0 2001 • 2015 Commomroalth of Musad11uetts All Rights Rosarved

2015,

'btt-hrvi t) ( -A... ,h' ~ ' ,/- flv/1.().,\1\ \ u ~

/ \ v \ • v MKsdc Filing Number: 201542279930 Date: 8/11/2015 9:15:00 AM

THE COMMONWEAL TH OF MASSACHUSETIS

l hereby certify that, upon examination of this document, duly submitted to me, it appears

that the provisions of the General Laws relative to corporations have been complied with,

and I hereby approve said articles; and the filing fee having been paid, said articles are

deemed to have been filed with me on:

August 11, 2015 09:15 AM

WILLIAM FRANCIS GAL VIN

Secrelary of lhe Commonwealth

Sev\l~ 9 A~~ eow~n'\~Mtcv~em~

~Ce..t.'(~~(!'~ef'J~ Jeaumy ff tk <lommonwealt~

Jtatl'/ !Y/Oflse, r.llo.rton, ~ !£arsach1Mettr 02/cJcJ

Wllllanl Francis Galt1in Scafta.ry of rhc Commonwe:ahh

To Whom It May Concern :

Date: July 03, 2015

I hereby certify that according to the records of this office,

COMMONWEAL TH ALTERNATIVE CARE INC.

is a domestic corporation organized on April 20, 2015

I further certify that there arc no proceedings presently pending under the Massachusetts Geo-

cral Laws Chapter l 80 section 26 A, for revocation of the charter of said corporation; that the

State Secretary has not received notice of dissolution of the corporation pursuant to Massachu-

setts General Laws, Chapter 180, Section 11. 11 A, or 11 B; that said corporation has filed all

annual reports, and paid all fees with respect to such reports, and so far as appears of record said

corporation has legal existence and is in good standing with this office.

Certificate Number: 15074107510

In testimony of which,

I have hereunto affixed the

Great Seal of the Commonwealth

on the date first above written.

>Jk-.2~~ Secretary of the Commonwealth

Verify this Certificate al: http://corp.sec.state.rnn.us/CorpWeb/Certific:itesNcrify.aspx

Processed by: jmu

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BYLAWS

COMMONWEAL TH ALTERNATIVE CARE, INC.

Section 1. ARTICLES OF ORGANIZATION. LOCATION. CORPORATE SEAL AND FISCAL YEAR

I. I Articlc:s of Orn:.miza1ion. The name and purposes of the CorporJtion shall he as sci fnnh in its Articles of Organi7.<1lion. These Bylaws. the power.- of the CorporJtion and of i1s dircc1ors and ufliccrs. and all mailers com:cming the conduct and regulation uf the affairs or the CorporJtion shall be subjccl 10 such pro\'isions in regard 1herc10. if any. a.o; are sci forth in the Articles of Organizaiion.

1.2 Pumosc. To engage in civic. cducationul :md benevolent activities as per Mass. Gen. L1ws ch. I KO ~~. including muking mc:dical marijuana available to qualHkd patic:nL.; and I heir personal c:1regivcrs in a safo. healthy. and clean cnvimnmcnt tha1 complies with the laws ofThc Commonweallh of Ma...,sachusclls and the dircctivcs of the Massachusclts Dc:parlmcnt uf Public Hcahh. Additionally. the purposc includes providing. palliative and other i-crviccs to qualilicd paticnts. as well as educational nmterials rcg.arding. chc potential hcnclits and d:mgcrs associated with 1he use of medical marijuana. As pcrmiucd f1y law. the Corporacion may eni:age in any :md all uctivitics in furthcnmce uf. related tu. or incidental lo these: purposes. the ac1ivi1ics being lawful for a Corpuralion fom1cd under said Chapter J 80.

I .J Location. The principul ullice of the Curpor.ltion in 111e Commonwealth of Massachusclts shall initially he located at the place sci forth in the Articles of Organization of the Corpomtion. 1111: directors may change the location of the principal office iu The Commun wealth of Mas~1chusc11s effective upon filing :i certificuh! with thl! Secretary of the Commonweallh.

I A Corouri11c Seal. l11e directors may adopl and alter the seal of the Cmporation.

1.5 Fiscal Year. Titc fiscal year of the Corporation shall end on the Dcccmhcr 31 in each year unlcs .. the directors change the fi~al year by filing a ccrtific:1tc with the Secretary of the Crn11111onwe:1lth.

1.6 Annual M~·c1ing. l11c annual mcc:ting of the Corporation shall be held nut later than the lasl day nf November at such time and place. as the diK-clors shall de~ignah:.

1.7 Gender. The personal pronoun "he" or possessive pro1mun "his". when appropriate. shall be construed tu mean ··~he" ur "her" und the word "ch:iimmn" sh:tll he construed to include a female.

1.8 Noc-for-Profit O(!<!rntion.

(:1) No di\ idend!o. liquidating di\'il.lcnd~. ur dis1ribu1ions shall be declared or paid hy the Curpora1ion 10 an)' private individual. member. officer. or directur of the Corporation.

(b) No pan ufthi: net earnings or n..:t income ufthc Corpur:llion shall inure tu the henelil ol' uny private individual or officer or director of th~ Curpur.11ion: prm idcd. howc\•cr. that such a pc:rsnn may receive rca..;onahlc cmnpcnsaliun for sale!>. leases or loans. or personal services rendered which arc nec..:ssary 10 carrying out the purposes of 1he Corporation.

(c) Notwithstanding any usher provision of these Articles of Organization. lhc Corporation shall nor carry on :my other acti\ i1ics not pc:rmiucd co be carried out by a Corporation that is formed under Mass.

11

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Gl!n. Laws ch I NO. i.; a rcgii-1crcd m.uiJuan.i dispensary pursu:mt 10 105 CMR 725.()()() ct seq. and is in complianCI! with 1hc law~ of the Commonwealth or Mas.;achuscui.

Section 2. SHAREHOLDERS

The Corporntiun i.hall have no i.harcholdcrs. Any action or vote required or pcrmiucd by Mass. Gen. Lawi. c 180 to be taken by member.; shall be 1akc11 by action or vote of the same pcrcellla}:!e of din:clors in accordance with Ma-.s. Gen. Law" c . 180. §J.

Section J. SPONSORS. BENErACTORS. CONTRIBUTORS. ADVISORS. FRIENDS OF THE CORPORATION

rl1e din:c1ori. may designate Lenain pcr.;on,. nr gmup~ of pcrsoni; a!> .,ponsors. hl!ncfoctors. contribulOr!>. advisors or fri1mdi. of lhl! Corporation or such u1hcr title as llu:y deem <1ppropriu1c. Such persons shall scr\'c only in an honor-Jry capuci1y and. cxccpl ;1i. lhe dircclor-.. shall nlht:rwisc dt:signalc. shall in such cupadty have 1111 right to notice of or in vole al any mccling. 'hall nm be considerl!d for purposl!s of l!'tahlishing a quorum. and shall ha\C no other rights or rcspon'lbihtil!l-.

Section 4. BOARD or DIRECTORS

4.1 P<1"cr~ . l11e bu.;inl!"' and affairs of lhc Corporation i.hall be con1rolll!d and govl!mcd by thc Board of the Directors who may cxercii.c all the power.. of lhc Corporation as pcrmiucd by law.

-l.::! Number and Ekction. lly 111ajori1y vutc. the dircciori. '>hall dl!terminc the number of dirl!clors and thc 1m1nncr by which new directors are nmninall!d and cll!c&cd. The direc1ors may nominalt: and clt:ct dirl!cturi. al any time. :md such dircuors may scn'I! full or partial lcmt..,. Thi! names and addresses of the initi:il Buard ol Dircclor\ •md Ortil!l!r\ arc !>Cl fonh un Schedule A attached hereto.

-l.3 Term of Office. lltc dirccior' i.hall determine the lcngch and numhL-r of terms 10 be served by director.;. and these Bylaws\\ 111 thcn he updall!d to rellecl such tl!rm.

4.4 Meeting,. The Board of Dircctori; .'>hall hold annu.il meetings each yi:-ar :md nuy select the time and place for annual and other llll!l!tings uf the Bu.ird Other mcctingi. of the Board of Directors may be called hy rhc prl!~idenl or by a majority of 1hc director' then in office by delivering notice in writing by mail. facsimile ur electronic lrani.mi!l\ion. at his ui.ual or l:i.;1 lo.nown bui.incss or residence address of the dale. time. placl!. and purpose of 1>uch meeting. to all direclor~ .it least three (3) dnys in adv:incc of such llle!Cting.

4.5 facculi\c' und Staff. The Board of D1rl!cton.. or Jny per..on duly :mthorizcd by thl! Boanl. nt;1y hire. rclain and 1en11inate CXL'CUtivcs and staff on behalf of the Corporation. in :iccordancc wi1h M;1si.acl\U~l!llS law ;md the laws or the United Sl:ile!'>. Tite llo.trd Illa}' 1crminu1c :iny such Slaff. including the chid exl!cutivc and any other oflicer. by majority \Ott:.

-l.6 Wai\cr ol Notice for Mcccings. Whcnc,cr an~ notkl! or a mcl!ling is required to be given to any director under the Article' uf OrgJnir.a1ion. thci.c Byla\\s, or the law" of M.i.~sachuseu.~. a wai\'cr of notice in wriciug i.igued by the director. whl!thcr before or artcr the time of the llll!l!ting. shall he l"JUivalent 10 lhc giving of such notice.

4.7 Quorum At any mci:ting of lhc dirl!ctm-; a m.ijority of the dircc1nrs then in oflicc shall

Bylaws: Commonwealth Alternative Care, Inc. 2 f

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con,titulc a quunun. Any 1111 .• -cting may he adJOllrncd by a majunty of lhe voles cast urwn lhc '1ucs1ion. \\hclhcr or not a quorum is pre..cn1. •md the mce1ing may he held a' adjourned without runhcr notice .

.i.K ~cli~~n h_y Vote. When a quorum is present at any mccling. a majority of the tlin.-ctors pn .. "SCnl and voting shall decide any question. including election or directors and oflicers. unless other.vise provided by law. the Article~ of Organization. or lhc-;c Bylaws .

.i.9 Actinu hy Writing. Any .1c1ion required or pernuned to he taken at any 111cc1ing or the directors may be taken without a meeting if all the dircclors consent tu the action in writing and the wriucn consents arc filed with the record!> of the meetings of chc tlircclClrs. Such cnnM:nls shnll he tre:ued for all purpost-s a-. a \'Oii! at a mecti ng .

.i.1 O Commiuees. The din:ctnrs m.iy ci.tablish committees and subcommittees that the directors deem necc.,c;ary and proper to cnnduc1 the bu.1>incss of the corporation. Absent a unanimous vole uf thc board to lhe contrary. the direclOr~ shall cslahlish the following commitlet.-s: audil cnmmiucc. cumpcns:uion committee!. and compliance commillcc. Such committees shall he! populaccd as dircc1cd hy the Board. and sh.111 R.-pon to the hoard as dirc~lcd from time 10 1imc .

.t I I Qualifica1ion4'. The dirccior.. .. hall at all lime!> have mid qualiry for a dispensary agent regis1ry idc111ilica1ion card is.;ucd by 1hc Mas.,uchuscus Dcpanmcm of Public Health. Al ;my time should a dircc1or lail tu qualify for a <l1spensary agcnl rcgislry idcntilication card or hiwc such card revoked pursuanr to I05 CMR 7:!5 .000, the <lircc1or shall he deemed automacically rcmo\'ed from lhc Board.

4 I! Pre1,encc Through Communication' Eouinmcnt. Unlc!>s 01herwisc pro\'ided hy law or by the article!. of organi1.a1ion. direc1or.; mJy participate in any mec1ing of 1hc Board or Dircc10rs hy means of a cunlCrcncc tclcplKmc or similar clcc1ronic or co111111unica1io11s cquipmcnt by means uf which all person!> participating in 1he mee1ing c;.in hear each other al the same time. ;md par1icipalion hy such meuns shall conMitulc prc1tC11cc in person al 11 meeting.

Section 5. OFFICERS AND AGENTS

5. I Number and Qualifica1ion. The officers nf the Corpcmuinn shall he a president. treasurer. !il!Cretar}. clerl.. and ~uch other officers. if any. as the dircc1ori. may determine. ·111e Corporation may also have !-UCh agcnL-..11 any. as the dircuors may appoint. An officer may. but need nut. he a din:ctor. The clerk shall be a rc~idcnt of Massachusen" unb!> the Corporarion ha!> a r~ident agenl duly appointed for 1he purpo.;c of service of proccss. A pcrMm m;iy hold more than une office al the same time. If required hy the director;. any officer i.hall give 1hc Curpor.11ion a hond lor she faithful performance of his duties in such amount and with !>Uch surely nr surclics as shall he satisfactory to che directors.

5.2 Elecuon. In the event that officers rclire or are 01herwisc rcmmed. lhc oflicers of the Corpor.11ion ~hall be clecred by the Board of Dircctors al che annual mceling. Each ofliccr shall hold orticc until a ~ucccs!>Or shall have been elected uncJ qualilicd.

5.3 T cnurc 11tc prcsidenl. treasurer and clerk may each hold office fur a 1en11 of 1101 more lhan lhrce 0 l year... Such lenn m;iy be extended for a period of nol more than lhrce (3 l additional years upun a majori1y vole of chc Board of Direccors.

SA Prcsidcl\I. Unless 01hcnvisc dclcnnincd by 1hc directors. the prc!>idc111 shall be the chief executive ofliccr of the Corporation and. subject 10 the control ol' 1hc direcwrs. shall have general charge and supcn j,ion of the affoir' of the Corporation. Ir no chairman of the Bo.ird or Dircc1ors is elected. the

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3cr;f-3 prcsiJcnl sh~•ll preside al all meetings of the directors. c:<cept a.o; the directors otherwise dch!rmint:. The president .~hall h:.1\'e such other duties and powi:rs as the directors sh!!ll determine.

5.5 Sccrctarv. Unless othcrwisc <ktcnnincd hy the directurs. lhc Secretary shall be the chief linancial officer of the Corporation. and he shall serve a.~ SL'Crctary unless otherwise determined hy the board. He shall lll! in charge of its financial affairs. funds. securities and \alu;ihle papers and shall keep full and :1ccurJtc records thereof. He shall ulsu be in charge of its hrnlks or uccount and .iccounting records. :.111d of its accounting procedures. It shall he the duty of the chief financial officer lo prepare or oversee .ill tilings required by the Com111onweal1h of Mass;ichusells. thc lnlemul Revenue Service. and other federal or slate agencies. He shall have such other duties and powers us designated hy the direc1ors or the president.

The secretary shall he responsihlc for keeping rccords of board mcclings um.I hoard ;.ictinns. including the raking of mimncs al all bo:ird mce1ings. providing nn1icc and board meeting annuuncemcnrs. preparing and dis1rihu1ing agenda and minutes 10 1hc directms. and assuring the proper nminicnancc of curpor.11c n:cords.

In addiriun. the secretary slmll record and 111ain1uin records ur all proceedings of the dircclurs in a book or series nf honks kepi for thal purpose. which hook or hooks shall he kept within !he Commonwealth at the principal office of the Corporation or at the office of i1s ~crctary or of it.~ rcsidclll agent and shall be open ut ;ill reasun;ihk times to the inspection of any direcror. Such ht1<1k or books shall also comain records of all mcctin).!S of incurporJIClrs and the original. or a11es1cd copies. of 1hc Aniclcs of Organization and Bylaws ;ind n:1111cs of ;ill directors and lhe address of each. If the sceret;1ry is ;1bsc111 fru11111ny meeting of directors. ;i temporary secretary chosen at !he meeting. shall ellcrcisc lhe duties of the sccretary al the mccling. The secretary shall have custody of the seal ofrhc Corpor.11ion.

5.6 Chairman of the Board of Directors. lf a chainnan or the Board or DirL-clors is elected. he or she shall preside al all mecrings of the directors except as rhc direcrnrs shall olherwise dcrermine. and shall have !>Uch olhcr powers and duth:~ JS m:iy he dctcnnined by lhc direc1ors.

Secrion 6. RLSIGNATIONS.REMOVALS AND VACANCIES

6. I Resi!!llalion... Any direc tor or officer may l'L'loiign at any 1imc hy delivering his rc,ignation in wriling to the chairm:in of the bo;1rd. if any. ur the president or the clcrl.. ur tu the Corpora1ion at 11-. principal office. Such n:.;ig11:1111111 'hall he cffccrivc upon rcccipr unle'' 'pccified to he cffecthe JI somc other time. lf rherc is only one dirccl<lr uf the Curpor:nion. 1hc dirccror may 1wt resign without appoi111ing a new director. upda1ing thcsc Bylmvs or dissolving the Corpor.uion.

6.1 Rcmo\;il, . A snh.: director may not be rc1110\•cd unlc~s another is appointed ur rhc Corporation is dbsol\'cd. In 1hc event th!.11 addi11onal director" exist. a director may he rcmo\'cd with or without cJu~ hy a two-thirds (1/3) Vole or a nia1oril) of the dirL'ClllrS then in ofliec (nnl mcluding himsclO An orliccr may he removed tor cause by unanimous vole (not including himself) only af1er rc,1!.onahle notice and opportunity to he heard hcfon: the body proposing 10 rcmm·c him 0111hc occurrence of any of lhc following C\'ents:

(;1) upon a good faith linding hy rhc dircc1ors of (i) lhc failure of !tUCh director or ufliccr 10 pedorm his assigned duties for the CorporJtion. (ii) dishonesty. grms negligence or willful misconduct. or (1i1 ) lhc cn11\'ictio11 of. or the entry of a pleading or guilty ur nnlo comenderc hy ... uch director or officer 111 • • 111y crime involving morJI turpitudl! ur an) fcluny.

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(h) upon uny (l\!riod of inacli\•ity un the part of such uire<.:IOHlr oniccr lor the preceding twelve month (l\!riod prior to such rcmo\'al a.' determined by lhc director.. in their rca.'mnuble discretion; and

(cl upon the d1.,abih1y of such director or nfliccr. As (!SCd JO 1his .,L"(:lion. the 11:m1 "disahility" shall mean the inahilit) of such director nr officer. due 10 u phys1cul. emotional or mental disahility. for a rcriod of um: hundn:d und twenty ( 1 :20) days." hcthcror not cunsccu1i11c. during any 1hrcc hundn:d aud sixty (36<1) day period IO perform his assigned dulies for the Corporation. A dctcnninalion or disahilily shall he made by the director., in their rcasonahlc discretion. hut requiring a unanimou., vote of dircciors (not including th!! Voll! of the director who nwy he dis;1blcd).

6.3 No Righi 10 Compcnsa1io11 . Eitccpt as rmwidcd in Sec1i11n I 8Cb). no director or ofticcr shall han: an) right 10 compcn!.ation as such direclOror ofliccr for hb service. or upon his n.:sign:iliun ur rcmo\'al. or any right to damages on account nr such remn\'al.

6.4 Vqc.::111cic,. Any vacancy in all)' oflice or on the board ul d1rl!ctors may be filled hy the directors by a lWO·thirdi. ( 2/J) \'OIC or U t1111jori1y or lhC directors then in uflice. 11tc directors shall elect a SUCCL'SSOr if 1he office of lhe president. trc:usurcr or clerk hccomes vacunt and may clcc.:1 11 succcs.o;or if any 111hcr oflicc bccumci, vac:.1111 Each such succe,sor 'hall hold office for the unexpired IL'rlll and in 1hc case of the president. trea.,urcr and clerk until hi'i succe,~ur is dwsen ;snd qualilkxl. or in each case until he sooner dies. resigns. or io; removed. The directors shall have and m•ty cxcrc1ioc all lh!!ir rowers nutwi1hs1;1nding lhe cxistern:e uf nne or more \'acancies in their number.

6.5 Memhcrship. Upon a majority \'Ole, the direc1ors may allow one or more addi1iunal directors 10 join the Board. whether or not such vote i1o1 precipitated hy the oCLurrcnc.:c of a vacancy.

Section 7. COMMlTIEES

The Board of Directors may c.:rea1e !.uch 't:inding and 'f'CCial conumuccs us ii dctcnnincs to he in the hesl interest uf the Corporation. The Board of Directors sh:11l detenninc the dulies. powers. and composition of such commillccs. except that the Board shall not dl!legulc 10 such commi11ccs those powers which hy Jaw may nnt he dcleg:11ed. E.tch such commillec 'hall ,ubmil lo lhc Board ol Dircclors at such meetings ;1s lhc Board 111;1y de-.ignatc. a report ol 1he action!. und recum111enda1io11o; of i,uch co1111ni1tL'CS for co11sidcr..i1io11 and apprm al by the Board ol Director;. Any commillce may l'I\! tenninaled at any time by the Board of Dircclurs.

Seclion K. EXECUTION OF PAPERS

Except ai; the directors may generally. or in panicularL-a.o;cs. authnrizl! the citccution thereof in some ulhcr manner. all deeds. lca..;cs. 1ransfe"· con1r.1c1s. hon<!!., note.;, clu .. -cls. draft, and other ubliga1ions made in the course ol the Curpor.itiun · s regular business, ;iccepled or t:ndorM:d b} 1hc Corporation shall he signed hy the president or by the treasurer Except as othcrwi'c pnl\"ided hy M.G.L. c. I KO or dirt.'Clcd hy the directors. the president may .iuchorizc in writing any officer or agent of the Corpora1ion to sign. execute :md acknowledge such documenLo; and instruments in his or her place and stead. The clerk of the Corporati•'n is authori7.cd und empowered 111 sign in allcstation all documents so signed. and 10 certify ;md issue copic' of any such documc111 and of :my rc1,olu1iun adop1ed hy the din:clors ur lhe Corporation. provided. however. 1ha1 an :Uh!'it:uion is not required to enable a document to be an acl or the Curpor:11ion.

Any rccord.1hk instrument purporting to affeLl an 1111ercs1 in rl!'al cslatc. cxccu1cd in 1hc name of the Corporation hy the president or a vice president and lhc trcai-ureror an assistant trcusurer. wll(l may he one


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and the s;unc: pcr>lm. 'hall be h111tJ1ng un the Cnrpuration in l'uvur ol' u purchaser or uthcr pcr1'<111 relying in good faith 1111 \UCh instrument. notwithstan<lmg ;my inconsistcnl rmwio;ions ,,r thi: Articles nf Organi7.ation. Uy laws. n:.,olutiuns or votes of 1hc CorporJtmn.

Scction 9. COMPENSATION. PERSONAL LIAUIUTY

9. 1 Compe111;ation. Except a.o; olherwi.,c provided in Section 6.3. the 1.lircctors shall hi: entitled lo rcccive fur their 'erviccs such amount. if any. ao; the dircctor!oo may determine. which may include expenses of aucn<lancc at n\Cc:tings. The directors '>hall nm he 11recludcd from serving the Corpor.ition in uny other c:ipaciry and recci\•ing compcno;ation for any wch o;crviccs.

9.:? No Per!'>onal Liahilit\ . 'Ilic dir~to~ und the offo:cr!'> of the Corporntiun shall not he pcrsnn:1lly liable for an) t1cht. liability ur obligation of the Corporation tor or arising uul of a hrcach of fiduciary duty :is an uniccr or director no1wi1h1;1:mtJin}:! any pruvi,ion of law imposing i;uch liahility: provi<.kd, howcver.1ha1 the foregoing shall not eliminate or limit the liahility uf an officer or director 10 1he ex lent that such liahili1y" impmc<l by applh:able law (i) for a breach of the officer\ or dircclnr's duly of loyalty to 1hc Corpor:uion ur its member'>. (ii I for octs or om1ssiuns nul in gout.I tuith or which in\'ol\'c i111cntionul misl·onducl or a knowing violation or the law. nr Ciii) fur any transacrion from which the officer nr director dcri\'cd an imprnpcr pcr~onal benefit. All pcrsun~. corpor.llions or other cntilics cxlcnding credit 10, cmllr.1c1ing with. <•r h;l\•ing any claim ug<iinlll. the Corporation. m:iy look only to Che funds :md pmpcrty ol' the Corpor:stion for the p.iyment of any such conlracc or claim. or for the payment of uny t1cht. damugcll.judgmcnt or decree. or uf any money that may othcrwise lic<.:omc.: due or payuble ro them rrom the Corporation

Section IO INDEMNIFICATION

The Corporation .;hall. to lhc extent legally pcrmic;.,iblc. indcnmify any ~rson serving or who hus served al any time as a dare<.:tor. CXl-CUlivc director. prc,idcnt. \•ice presidcnl. treasurer. assist:ml treasurer. clerk. ussi,tanl clerk or mh..:r officer uf the Cnrpomrion. or at its rc::quc!>I as a director ur nflicer of any organi1.•11ion. or at ii'> rel1Ue'\l 111 any capaci1y with rci.pcct It> uny employcc benefit plan. and nmy indemnify an employee or ulhC'r itgent who h:as so served. ugainst all liubilitics and expcmes. including. without limillllion. amount!oo paid in '4lli,foc1io11 of judgments. in compromise or as linc1' and pcnullie~. and coun..cl ti..'I!).. rca:.onahly incurred liy him in cunncctim1wi1h1hc dclcn!-e or disposition of any acriun. ~uir or other pmcccdmg. whcthcrd"il or criminal. in whid1 he may he in.;olwd or wi1h which he may he 1hrca1cncd. while in uflice nr thereafter. by reason or his hcing or having been such a direc111r or officer (or

in any 1..-;1pacity with respect to any employee bcndir plun). except wilh respect Ill any matlcr :i:-. to wluch he shall ha\e been :1djut1icatcd in any proceed in!,! nor 111 have a<.:ted in gnod faith in the rcasnn.1hle hclicf 1hut hi' action wao; in the hcM i111crc1;ts ofthc Corporation (or. to the extent 1h111 such matter rclatc.; tu sen ice with rc:.pcl..l tu an employee benefit plan). in the best intcrcst of the participant' or hcncfidaric' o( such cmplo} cc bcnclil plan: prm·idcd. howcn:r. that a!oo IU any mallcr db-posed of hy a i:ompmmi-.c pa) mi:nt liy 'uch person. pursuant to a con~nt t1ccrce or otherwise. no indemnification either !or s:1id p:1yment or fur may other expen!ooe~ sh.ill he pro\'idcd unless !'-UCh compromise :m<l inde111nificatio11 shall he upprovet1:

(i) b) a mujurily \otc of' a quorum 1..on,i.;ting uf disinh:rc!oolcd t1ircctur!oo:

(ii) if ~uch a c1uorum cannot he <•ht.iined. then hy a 111ujori1y \ otc of a com mince of the board of direcllln. consisting ol all !he disinlerested t1irectors:

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oflice. pm\ idcd 1he} have obtained a wriucn finding hy !-pccial indcpcndcnl legal counsel appnmh:d hy a majori1y of the di reel< tr!- tu the effect 1ha1. hascd upon a rc:mmahle investigation of the n:lcv:mt facts a.' described in such upinm11. the person 10 he indcmnilicd appc:1rs 10 have aclcd in good faith in 1hc reasonabll! hl!lief tha1 his m:1ion w:1s in the bci.I inlcrcsts ur the Curpor.iliun (or. tu lhc extent th:u such mtlllcr relate!'> to service \\'ith respcc1 10 an cmploycc l~nclil pl:111. in the best interests of the participam.; m hcncliciarics of such employee bcncfil plan): or

(iv) by a court of competent jurisdiction.

If authuri1.t.'<1 in th~ manner l>pccilicd above for compmmi'c payments. expenses including. hut not limited to. counsel foes. rea...onahl} incurred by any such pcr\011 in conncctinn with the dcli:nsc or disposition of any such action. suit or other proceeding may be paid from time lo time by the CorpurJtion in adv;im:c of the final dispo,i1ion thereof upon receipt of (a) an affidavit nf such individual of his good failh hclicf that he has met the ~t:mdard or conduc1 ncccl't'iary for in<lcmnilicalion under this Sl."Ctinn. and (bl an undenaling hy such individuul ro repay the amuunll> so paid 10 1hc Corporation if it is ullimalcly determined chat indemnification for such exf11!n~l> is 11ot :iu1hori1.cd by law or under this Seel ion. which undcnaking may he :accepted without reference w lhc lim1ncial abili1y of sudl person lo make repaymenl.

The right of indemnification herehy provided shull 001 he e.~clu.;hc of or affect any righ1s 111 indcmnilicatiun lo \\hich l.urpor.ilc pcrS1.mncl other than lhc pcr"4ms designated in chis Scc1i11n lllJ}' be entitled hy cnnlmct. h) 'ote of the bt1ard of direclori.. or otherwise unde.r law.

As used hen:in the tcm1s "person." "dircccur.'' ~olliccr." "employee." and "agcn1~ include lhcir rcspccli\'c heirs, cxccuwrs and :1dminis1r Jlnrs. and an "inlere.\ted" direc:ror or officer i.; one againsl whom lhe proceedings in <JUCsti{11t or ocher proceedings on the ~amc or similar grounds is 1hcn pending.

If any 1cm1 or prm ision hereof. or the :1pplic:11iun therL"Of to any pcro;on or circumst:mccs. shall to any cxlcnl be held im al id or uncnforceahlc. the rcm:iindcr hereon. or the applicalion of such lcrm or prm isiun tu persons or cin:umsl;mccs other lhan 1ho.~e as lo which it is hdd invalid or unenforce:ihlc. shall nul bi: affected therehy. ancJ each lenn and provision hereof shall he held valid and he enforced to lhc rullcsl extent (ll."f'ntiuct.I hy law.

Secliun 11. AMENDMENTS

These Bylaws may he allcrcd. :amended or repealed. in whole <•r in pan. by a 1wo·thirds (!13) ' 'uh: of a majurily of the cJircclurs then in omce.

Sl.~tiun 12. ACTIVITIES

12.1 lm·estmcnl~ . 111e Corpornlion shall have 1hc rig.hi to retain ull or any pan of any Sl'CUrilics or prupcny ac<1uircd hy ii in whalevcr manner. and 10 invcsl and rcinvcsl any funds held by ii. acc<1rding 10 the judgment of the directors. without hcini restricted 10 the class of irwcstmcnls which a trustee is or may herC<lftcr he pcnnincd by law 10 make or any similar n:slriction. provided. howcwr. 1ha1 no action shall be 1:ikc:n hy or on hehalf of the Corpor.nion if such action is u prohihitt'll lransaclion.

11.1 Loans. No moneys sh:11l be borm\\'cd on hch:ilf of 1hc Corporation and no evidences of' such indchtcdncss shall he issued in its name unless authorii'.4!d hy a resolution of 1hc Board of Directors. Such au1hori1y may be gcncml or conlincd to S(l\!cilic instances.

12.3 Denosi1s. All Ii.Inds of lhe CorporJtion. nol olhcrwisc employed. shall he deposilcd from lime 10

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timc to thc credit of 1hc Corpnraliun in sui.:h banl..s. inwM111cn1 firm" ur other c.lcpmilurics as lhc Bnan.I of Di rectors shall 'elect.

I 2A Conllict of Interest. Whcncvcr a <lircclor or officer has a litrnncial or personal interest in ;my maucr coming before the Bour<l of Directors. the affccrcd l'ICNon shall al fully disclose the nature or the i111crcst and b) with<lruw from discu..;siun. lobbying. and \'Oting on the malh:r. Any trans;1ctiun or vote invol\ling a potential conflict of interest shall he upprovc<l only when a majority or c.lisinlcrcstc<l director-; detcnnine that 11 t'i in the hcst interest of the Corpora1io1110 do Ml. The minutes of mcelings al which such voles arc 1:11..cn 'ilmll record such di-.clusure. ab!>lcn1ion and rntiunale for approv;1l.

12.5 Aue.lit... Wilhtn four month!> aflcr the close of the Corpor.uion\ fiscal year. the Corporation will prepare re\ iewc<l linanc1al !>lah:mcnb in accordance with generally acccptc<l accnuntinJ.! principles CGAAPl and make lhcSI! s1a1emcnl!> a\ ailable to any interested panics. In the event that the Corporation has total gross rewnue in excess of $500,000.00 per year lhe Cnrporatinn will prepare independently au<litcd financial st:ucmcnls. in accurd:mce with GAAP. and make tllllse availahlc to any interested parties. In the event that the Corporation becomc.; a Public Charity und~ M.G.L. Chuptcr 12. Section N ct sc4. or is uthcrwi!>c required by the Dcparlmcnt of Public Hcallh or any other provision of Massachuseus law tu fik ;iudited ur rc\•icwcd linanciul statement!> and a funn PC. such auc.liting und filing will he comple1cd in acc11rdancc with GAAP and pcrfom1cd in a timely manner.

Section lJ. INSURANCE

TI1c Corpor.ttion may pun:ha..;c and maintain in!>urance (111clud111g but 1101 limite<l tu 111,umncc fur legal expenses an<l costs incurred in c110nec1ion with defending any claim. proccc<ling ur lawi.uit) nn hchalf of any person who 1s or w;1~ a director. officer. employee. fiduciary or agent of the Corporation or who. while serving in this rule. is or w;is serving at che reque!tl ol the Corpomtion a.o; ;1 director. officer. partner. trustee. employee. liduciary ur agent of any ocher foreign or domeo;tic C11rpomti11n. partnership. joint venture. truJ.t. employee benefit iilan. or other cmerprisc, against any liability a~o;cned against him or incurred by him in any ~uch c.ipacity. or arising out ul'hi!> i;tatus as such.'' hcthcr or nut the Corporation wnul<l have rhc pm\ er 10 indemnify him against sud1 hahility un<ler the prm i'ion., uf Si:ction I 0. In addition the Corporatiun -.hall maintain liability in,uram:c coverage in compliance\\ ith 105 CM!< 7::!:'i. I Cl:'i (Q).

Section 14. CORPORATE INTl:.GRITY POLICY

It is 1hc policy of the Curpurntion 10 encourage and enable directors. nfliccn.. and employee' 10 make repor&s where &hey believe. in g11ml foith. tltul <1cl!> or umii;siuns uni.awful under che law' of the Commonwealth of tvfass:1chu~c11s or unethical may have occurred. With &his goal in mintJ. no one whn. in gond fai1h. makes a repon shall he subject lo re1alia1io11 in any form. including ad\·cr-.e employmcnt consequences. Murcon .. 'f. an employee who retaliates .against sumeonc who ha.., mude ;a good faith report is !>Uhjccl In c.li~ciplinc up In anc.1 incluc.ling di~missal frum the volunleer (lllSilion or termination or employment. If afccr an inve~tigatmn . lhe cl<1im i-. detcnnincd to have been made m b.td faith or \\:!'knowingly l:dse. the mdivic.lual making the ch1im will unmediatcly have his or her JlOMliun in the Corporation revoked.

Section IS. ANTITRUST POLICY

It is &he iinlicy or the Corporation 10 comply folly with :ill federal and s1:11c antilm!>t lu\\'~. which prohibit comp;inics from working IOgclher to res1ric1 compe111inn. It i.; :1lso lhc poli<-1' of the Corporal inn tha1 ii and it' dircc111r' and ofliccn. arc informed about anlitru!>t laws and recognize pu~~ible :mtilrn.,t i"U<-'S or

Bylaws: Commonwealth Alternative care, Inc. a I

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lJUestinns.

It is lc£al for crnupcti<urs wi1hi111he medical marijuana industry 10 wurk 1ogc1hcr. unlc!.i. such wurk unlawfully restricts cu111pc1i1ion within the indui.try. Although lhe Corpor..i<ion • s activitit:s g.t:ncrally do not rrcscnt antitnast issues. 10 ensure against inadvcrtcnl \•inl:11 ions of federal and stale antitruM laws. directors. except to insure that prices arc reasonable mid :1ffordablc for the Curpor.Hion's patients. and tu

prevent diversion for non-medical purposes. officeri. and employee-. shall nut discuss with competitors

Increasing, dcerea.o;ing. or stabil izing prices for mcdie<1I mJrijuana or related product., and services: Establishing market monopolies for products or scr\•iccs:

• Rcrusal 10 deal with a company because of pricing or distributiun practices for medical marijuanu or rda1ed products or services, Strntcgics or plans In gi\'C business ur remove busines-. from a specific company.

Funhennorc. directors. ollicers. and c111pluyces shall nul eng:igc in any actions or understandings arising in the context of the Corporation·s activitici. which appear 10 be ami·compctitivc in purpo<;c or inconsisrcnt with this policy.

In the event that additional directors arc appoin1cd. and Board of D1rcc1or meetings occur. Cmpmalion 111~-ctings shall follow a pre-approved agenda and meeting minutes will bc prepared and a\ ailable. Any ttucstions rcgurding :antitrust issues and the Corpor.uiun· !- acth•ities !-hall he directed tu the ctmir of 1he Board. if any. and rcl'crrcd 111 counsel if deemed necessary.

Sccliun 16. DISSOLUTION

Dissolution of the Curpuratiun will comply with Mass. Gen. Lmv-; ch. 180. s. 11. ·n1c directors m:1y authorize a pctilion for lhe dissolution of the Corporalion . A lwtHhirds vote will be required for o;uch dissnlutiun. Titc Articles uf Dissolution form will be filed with lhe Massachuscus Secretary of State. All unnual reports fur the last ten yt:ars will bc: filed with t~ Secretary of State.:. A lcller to the Mas~chusclls Department of Re\'cnuc on the Corporation's lcllcrhead will be sent stating thal the Curpnmtion is dissolving. All outst:mding business will be: completed. A II outManding debts will be paid. Any remaining funds in the CorporJtion will be di~tribuled us per the direction of t he directors at the meeting authori7.ing the dissolution.

In the e\•ent that the dissolution also requires one or more RM D loc:uions 10 close, ccusc conducting business or dissol\'c. the hoard of direclors sh•1ll vote to take the following actions: wrillcn notice to the Massachusclls Dcpanmcnt of Public Health; palicnts and caregivers that oblain medical marijuana will be nntiticd of the Corporation's dissulution \•ia mail.min-person if the opportunity to nutify the patient or carcgi\'er ariM!s prior lo the closing of lhc doors ol 1hc Curpomtiun\ place or business: any rcm•lining medical marijuana will he dc.~lmyed al the close of business. and d bposcd of in a manner cunsislcnl with 1115 CMR 725.000 ct seq. and w i I h the policies and procL'<lurc!> of the RMD.

Bylaws: Commonwealth Alternative Care, Inc. 91

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Scct ion 17. SEVERABILITY

The invalidity or uncn forccabili 1y of any provisions of these Bylaws shall not affect the validity or enforceability of any other provision of this Agreement. which shall remain in full force and effect.

As set fonh above. these Bylaws have been amended and :iuoplcd by a vote of the board as per Sccrion 11 and affinncd by the lncorpor.itor as an officer of the Corporation on

. .

Bylaws: Com ative Care, Inc. 10 I Page

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~ch~ 1)/ Byt~~ YHELLOSIGN

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6120/15

sun 14:21 :45 UTC

© 8120'15

VllW£0 14 55 33 UTC

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0 8/20115

15 50 14 UTC

Cwiwim ~' f'rt Ar .J-ev llU:4-~ LJLt-3 a{f -3 Audit Trail

(Commonwealth Alternative Care) bylaws for execution

2015 08 CAC_Bylaws pdf

ebc7541a6be95063a4ba96c41ba29e8edc156d3c

Completed

The document has been completed

Commonwealth Alternative Que Application _3_ of_3 __ Applicant Non-Profit Corporation _____________ _

SECTION C. NON-PROFIT COMPLIANCE

Answer each of the questions below to explain how the Corporation will remain in compliance with the nonprofit requirements of Ch. 369 of the Acts of2012. the regulations at 105 CMR 725.000, and "Guidance for Registered Marijuana Dispeosarics Regarding Non-Profit Compliance." Please refer to the "Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance" document in completing this form.

11. Please identify any management company that the applicant intends to utilize and summarize the terms of any agreement or contract, executed or proposed, with the management company.

Upon certificate receipt. CAC will enter into a management agrccmcnt with Alternati~e Care Resource Group (ACRG). n MA LLC formed solely to support CAC and aligned with the nonprofit mission. Services include: • property procurement, leasing & managemerit •site/building design, construction management • stuffing, recruitment •cultivation: grow technologies, soils, organics, best practices, extraction technologies. intellectual property (IP) •dispensary retail strategies: products. patient interaction, IP • brunding, communications •security planning, execution & management • financial services: access to financing for operational. capital citpenscs • patient education, outreach • regulatory cornplinnce, post-award government relations • technology, innova.tioo • managemcat, financial reporting; support CAC's long-term non·profit mission sustainability

Agreement shall provide fair mmket compensation to ACRG. CAC will rcimbtmc ACRG for cultivntion & dispensary services on 11 cost-plus basis at 20%. CAC will pay ACRG a 20% fee on patient-related transactions. CAC will pay 18% for any financing sourced through ACRG. ACRG shnll maintain ownership of its IP and shall tteei~e n 5% royalty from CAC for IP commercialization.

Information on this page bas been reviewed by the a indicated by the initials of the authorized signatory

vidcd by the applicant., is accwatc and complete, as

Management and Operations Profile - Page S

Application _3_ of_3 __ • • Commonwealth Altemativc Care Apphcant Non-Profit Corporation ______________ _

12. Please identify any agreements or contracts, executed or proposed, in which the applicant will engage in a Related Party Transaction and summarize the tenns of each such agreement.

None. Commonwealth Altemntive Care (CAC} has not executed or proposed any agreement with a ~lated party, and doe.~ not anticipate nny such ngrecmcnt in the future. As indicated in CAC's ~ponse to Question 11, CAC anticipates a management agreement with Altemntive Care Resource Group.

All CAC board members nre independent, and none will be compensated for service on the Board.

lnfonnation oo this page has been reviewed by the appli indicated by the initials of the authorized signatory here

by the applicant. is accurate and complete, as


Application _3_ of_3 __ Commonwe<llth Alternative Cnrc

Applicant Non-Profit Corporation---------------

13. Please identify whether any members of the Board of Directors are also serving as employees of the proposed RMD and, if so, their title and role with the proposed RMD.

s Chief Executive Officer of Commonwcnlth AJtcmative Can:: and also is the Chairman or the Boan:!

·n be the senior executive woo will provide oversight and be responsible for the day.to-day operations of the Commonwealth Alternative Care cultivation facility and RMDs.

As CEO- n partnership wilh the Board, will: • assure the company's success •communicate n:levnnce to the community •embody und support the accomplishment of CACs mission and vision • uphold trnnsparency and accountability of CAC to its diverse coastituc:nts •assure compliance with relevnnt state and local laws and regulations

As Chairman of the Board--.1.@: • work with the Board to fu~ancc functions and faciliwe optimum perfonnance • focus Board attention on long-range strategic issues • manage the Board's due diligence process to assure compliance with ~huseus Law and timely attention lo core issues •assist the Board to articulate its own role and accountabilities and that of its committees and individual mcmbers, lllld will help to evaluate CAC's Medical Marijuana Establishments (MME) perfonnance regularly

lnfonnation on this page has been reviewed by th indicated by the initials of the authorized signato

d by the applicant, is accurate and complete, as


Application _3_ of_3 __ • Commonwealth Altcmntivc Care


14. Please identify whether any members of the Board of Directors are serving as officials, executives, corporate members or board members for any management company, investor or other third party proposed to contract or otherwise conduct business with the proposed RMD.

No members of the Commonwealth Alternative Care Board of Directors are serving as officials, executives, corporate members or board members for any management company, investor or third party proposed lo conlnlct or otherwise conduct business with the proposed RMD.

Infonnation on this page has been reviewed by the ap indicllted by the initials of the authorized signatory h

vided by the applicant, is accurate and complete, as


3 3 Commonwcallh Alternative Can: Application __ of __ Applicant Non-Profit Corporation---------------

1 S. Please identify any contract or agreement, executed or proposed, under which a percentage or portion of the applicant's revenue will be distributed to a third party and summarize the terms of any such agreement or contract.

In 11ccordance with Mass. Gen. Laws ch. 180 and 105 CMR 725.lOO(A), Commonwealth Altem11tive Care (CAC) will operutc on a non-profit basis and will devote its revenue solely for the purpose of meeting its patient obligations and satisfying its noo-profit mission. Thcrefin. (more fully described in response to Question 11) CAC will enter into a monagement agreement with Alternative~ Resource Group (ACRG). In exchange for SCIVices described in the agreement, CAC will pay ACRG fair compensation, including an amount equal to 20% of all patient-related trnnsactions.

While CAC has not executed or proposed any other agreement under which a percentage or portion of the applicant's revenue will be distributed to a third party, CAC anticipates ACRG will use subcontractors to provide services including (payments will be on a fee for scrvice basis al market rates): • Liv Free Holdings LLC, a Denver CO company providing cultivation, operations DDd dispensary services designed lo produce and dispense pharmaceutical-grade c;innabis products ut CAC locations; •The Winmill Group LLC, a security company providing security for employees and patients al CAC locations; and • accountants providing operational controls and auditing.

The applicant agrees and attests that it will operate in compliance with all applicable state laws and regulations, including, but not limited to, laws regarding child support and taxation, as well as the "Guidance for Re lstered Mari"uana Dispensaries Regarding Non-Profit Compliance."

Print Name of Authorized Signatory

Information on this page has been reviewed by the a indicated by the initials of the aulhori:r.ed signatory h

Date Signed '

CEO & Chainnan of The Board

Title of Authorized Signatory



Commonwealth Alternative Ca.re Application _3_ of_3 __ Applicant Non-Profit Corporation--------------

SECTION D. EXPERIENCE

16. Attach an Employment and Education form (use template provided) for each of the following individuals: The Corporation's Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security operations.

17. Describe the experience, and length of experience, of the Corporation's Chief Executive Officer, Chief Operations Officer, and Chief Financial Officer with running a non-profit organization or business.

has exccnsivc citpcrlcncc in the non-profit sector as well as experience in business ownership- both with strategic, manugcrill.I and opctutional roles. For 3 years he has served on the Board of Din:(:tor.; of the Union of Minority Neighborhoods, n 501(C)3 non-profit organization SCJVing communities of cultural diversity across the Commonwealth. ln nddition, he held a director level leadership position at Health Care for All, the pn:emioent Massachusetts health can: consumer advocacy group responsible for leading the charge of the state's ground-breaking health care reform law.

Since 2012- has owned and operated th~olicy Group, a health care centered consulting and lobbying firm. and is well-versed in the challenges o~ revenue and expenditure management and compliance in a state-regulated field.

Chief Operating Offtee

••••• oes not h11ve prior experience running a non-profit organi1Altion or busi deep within mediCllJ marijuWJa operation and cultivation areas.

Chief Financial Office

xperience lies

a dedica sc 1 css1onal with over 20 years of experience leading financial, operational and . ·' ,,. .. perfonnnncc for both profit and non-profit organizations. She has a broad, in-depth skill set enhanced by CPA, MBA and CGMA credentials.

She has demoni.-uated success in providing clear, consistent Icade~· to staff llS well as sound advice and guidance to senior management teams and boards of directors. For over IO y ed the finance, accounting and human resources functions of a nonprofit resean:h organi1Altion as their Chic •1nunc1 fficer.

duties included bot were not limited to: financial reporting, payroll administration, budgeting, and project manngemcnt accounting, risk management and office administration.

Additional highlights of her prior woric eitperience include 6 years as a fUU1Dcial manager in the healthcare sector, 2 years as a controller of a publicly held company and 7 yenrs of public accounting eitperieace.

lnfonnalion on this page has been reviewed by the a indicated by the initials of the authorized signatory h

rovided by the applicant. is accurate and complete, as


Commonwcolth Allcmative Care

Applicant Non-Profit Corporation 3 4 3

SECTION D. EMPLOYMENT AND EDUCATION FORM

This Employment and Education form must be completed and signed by each of the following individuals: The Corporation's Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security operations. Submit one Employment and Education fonn for each of the above individuals when submitting a Management and Operations Profile to the Department of Public Health.

Name

' I : I I

Title (at applicant non-profit corporation)

CEO

Name of Applicant Non-Profit Corporation

I Commonwealth Altcmativc Can:

Highest Education Attained- Institution, Degree, and Year

Masters of Ans - Hnrvord University - 1998

Management and Operations Profile - Employment and Education Form - Page I

Commonwealth Alternative Care

Applicant Non-Profit Corporation-------------

Past 10 Years of Employment by Employer, Tide and Time Period. List chronologically, beginning with most recent employment. Add more forms if space is needed for additional employment history entries.

Employer Title Time Period

Delaney Policy Group Principal 2012-prcscnt

MA Department of Public Health Director, Legislative Affairs 2007-2012

MA House or Representatives Chief or Sta.ff 2004-2007

Signed under the pains and penalties of perjury, I agree and attest that all information included in this fonn is complete

~'717/) D te Signed

Management and Operations Profile - Employment and Education Form - Page 2

Applicanl Non-Profil Corporation Commonwealth Allcmativc Can:

SECTION D. EMPLOYMENT AND EDUCATION FORM 3 {- 3 This Employment and Education fonn must be completed and signed by each of the following individuals: The Corporation's Chief Executive Officer. Chief Operations Officer, Chief Financial Officer. individual/entity responsible for marijuana for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security operations. Submit one Employment and Education fonn for each of the above individuals when subm itring a Management and Opera/ions Profile to the Department of Public Health.

Name

Title (at applicant non-prolit corporation)

I Chicffinancial Officer


Highest Education Attained - Institution, Degree, and Year

Northeastern University MBA, 2008


Applicant Non-Pro fit Corporation Commonwealth Altcmntivc Care

3 ::f 3 Past 10 Years of Employment by Employer, Title and Time Period. List chronologic8:y, beginning with most recent employmenL Add more forms if space is needed for additional employment history entries.


Crunbridgc College Ass istant Controller April 2014-Prcscnl

Institute for Foreign Policy Analytic Inc Chief Financial Officer September 2001 - March 20 12

est that all infonnation included in this fonn is complete


Applicant Non-Profit Corporation Commonwcallh Alternative Care


This Employment and Education form must be completed and signed by each of the following individuals: The Corporation's Chief Executive Officer. Chief Operations Officer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security opcrdtions. Submit one Employment and Education form for each of the above individuals when submitting a Management and Operations Profile to the Department of Public Health.

Name

Residential Address


I Chief Operations Officer


I Commonwoalth A1"""'1ivc °'"' Highest Education Attained - Institution, Degree, and Year

Barrington High School, JIS Diploma. 2001

Management and Operations Profile - Employment and Education Form • Page I

Commc_,qwcal~ Altcmativc Care

Applicant Non-Profit Corporation ----'Q"---Yf=-t---3.__ _____ _

Past 10 Years of Employment by Employer, Tille and Time Period. LlstchronologkalJy, beginning with most recent employment. Add more forms if space is needed for additional employment history entries.

Emplover Title Time Period

LivFree Holdings LLC Partner December 2014 - present

Liv Well Director of Production November201I -August2014

Urban Cannabis Director of Operations und Cultivation June 2009 - November 201 I .

Leca Bio Systems Medical Sales May 2005 - June 2009

Signed under the pains and penalties of perjury, I agree and altest that all infonnation included in this fonn is complete

Management and Operations Profile - Employment and Education Form • Page 2

Applicant Non-Profit Corporation Commonwcnlth Allcmntivc Care


This Employment and Education fonn must be completed and signed by each of the following individuals: The Corporation's Chief Executive Officer, Chief Operations Ofiicer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security operations. Submit one Employment and Education fonn for each of the above individuals when submitting a Management and Operations Profile to the Department of Public Health.

Name

Residential Address


I Chief Cultivation Officer


I Commoowc•hh Al!cm.iivo C."


Smokey Hill High School, I IS Diploma, 2006

Management and Operations Profile - Employmcnl and Education Form - Page I

Applicant Non-Profit Corporation Conunoowc:Uth Alt=livc Care

Pnst 10 Years of Employment by Employer, Tide and Time Period. List chronologically, beginning with most recent employment. Add more forms ifspace is needed for additional employment history entries.

Emo lover Title Time Period

LivFrcc Holdings LLC Owner May 2014-Prcscnl

Liv Well General Manager May 2010- Augusl 2014

Puma North America Assistant Store Manager 2005-2010

and attest that oll infonnation included in this form is complete

7 1J-oks Date Signed


Applicant Non-Profit Corporation Commonwealth Altcm111ivc Care


This Employment and Education fonn must be completed and signed by each of the following individuals: The Corporation's Chief Execulive Officer. Chief Operations Officer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultivation operations, and individual/enlity responsible for the RMD security plan and security operations. Submit one Employment and Education form for each of the above individuals when submitting a Management and Operation.-; Profile lo the Department of Public Health.

Nome

Residential Address

Tille (at applicant non-profit corporation)

Standards & Practices Director, Chief Compliance Officer



Stonchill College Bachelor of Scfoncc, 1992


Applicanl Non-Profit Corporation Commonwealth Altcrnntive Can:

Past 10 Years of Employment by Employer, Title and Time Period. List ~hronologically, beginning with most recent employment. Add more forms if space is needed for additional employment history entries.


Diagnostics for All Inc QualiLy Management & Systems Manager Jnn 2014- Present

Cardio Solutions Quality Assurance Manager Sept 2014-Jnn 2015

Phannnsol Corp Quality Assurance Mnnagcr Oct2013-Scpt2014

RanfacCorp Quality Manager April 2013-July 2013

Organogcncsis, Inc Director or Operations 1994-2011

Signed under lhe pains and penalties of perjury, I agree and attest that all infonnation included in this fonn is complete

oJ/L4-//5 Date Signed

Management and Operations Profile - Employment and Education Form - P:ige 2

Applicant Non-Profit Corporation Commonwealth Allcm:uive Que


This Employment and Education fonn must be completed and signed by each of the foJJowing individuals: The Corporation's Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, individua1/cntity responsible for marijuana for medical use cultivation operations, and individua1/entity responsible for the RMD security plan and security operations. Submit one Employment and Education form for each of the above individuals when submitting a Management and Operations Profile to the Department of Public Health.

Name

Residential Address


I Security Consultant


I Commoow"'11h Al1<m®" c. ..


Suffolk University Law School. Juris Doctorate, 2003 8-0ston College, Bachelor of Arts, 2000


Commonwcahh Ahcmativc Care

Applicant Non-Profit Corporation __ 3 __ .{~_3 ______ _ Past 10 Years of Employment by Employer, Title 11nd Time Period. List chronologically, beginning with most recent employment. Add more forms if space is needed for additional employment history entries.

Emo lover Title Time Period

The Winmill Group, LLC President and CEO 2007 • Pri: ~cm

Thi: Olson Group. LTD Senior Security Consuhunl 2005 -2007

e ·ury, I agree and attest that all information included in this fonn is complclc

Mnnugemcnt and Orcrations Profile Emrluymcnl and falu1:a1ion fonn ·Page 2

Applicant Non-Profit Corporation Commonwcolth Al1emativc Care


This Employment and Education form must be COJt1>leted and signed by each of the following individuals: The Corporation's Chief Executive Officer, ChicfOperations Officer, Chief Financial Officer, individuaUcntity responsible for marijuana for medical use cultivation operations, and individuaUeotity responsible for the RMD security plan and security operations. Submit one Employment and Education form for each of the above individuals when submitting a Management and Operations Profile to the Department of Public Health.

Name

1 I i ' I I


President, Liv Free LLC: Manager, Allemative Care Resource Group LLC



New York University, Maslers in Finance, 2005

Management and Operations Profile - Employment and Education Fonn - Page I

Commonwealth Alternative Care

ApplicantNon-ProfitCorporation~--.3,,,._~trf:'-+-c..3"--~~~~~-

Past 10 Years of Employment by Employer, Title and Time Period. List cbronologically, beginning with most recent employment. Add more forms if space is needed for addidonal employment history entries.

Emnloyer Title Time Period

Alternative Care Resource Group Manage.r April 2015-present

LivFree Holdings LLC President 2015-prcsent

LivFree Holdings LLC Chief Financial Offi<.:cr 2014-2015

Liv Well Financial Consultnnt 2013-2014

Independent Financial ConsultAnt Consultant 2012-2013

Green wave Olpilnl LLC, Dubai United Chief Executive Officer 2007-2012 Arab Emirates

Ackman Ziff NYC AnalysUAssocinte 2004-2007

ttcst that all infonnation included in this fonn is complete


Application _3_ of_J __ • • Commonwealth Ahcmativc Cnrc

Apphcant Non-Profit Corporabon ---------------

18. Describe the experience, and length of experience, of the Corporation's Chief Executive Officer, Chief Operations Officer, and Chief Financial Officer with providing health care services.

C is not u health care provider and as such has no direct patient care experience. He has, however. been engaged with a long-term lclldership role in health can: and public health policy development and implementation over the past 12 yCD1S. He served as research director for MA Joint Committee on Public Health, wortcing on issues including school nutrition policy, health disparities reduction and hospital staffing mandates. Su- sition, he served as the legislative ditcctor for the Massachusetts Department of Public Health. At DPH responsibilities included: overseeing the advancement of 11 scatc budget in excess of $600 million ars, w ng on critical issues at Tewksbury H~ital and the MA Hospital School, and crafting rcguJations and implementation of the phannaccutical and medical device manufacnm:rs' code of conduct.

CO hall over 9 years' experience in the .heaJth core indusuy. specificolly around health care laooratones. e worlc.cd with over 500 hospitals, private laboratories and universities across the Unit.cd Stat.es. He specializ.ed in drafting nucleur stain protocols for large tissue processing laboratories, including the Mayo clinic. He is seasoned working inside USDA high clcaruncc laboratories and understands clean room protocols and practices. Matthew has worked with every major hospital and independent pathology laboratory in Minncsoca, Iowa, North Dakota, South Dakota, Ohio, Nebraska, Montana, Wyoming, Utah, Colorado, New Mexico and Hawaii; providing producis 1111d services directly to llllDtomic pathology laboratories, autopsy suites, immunohistology chemistry labs, electron microscopy centers, renal biopsy research labs, criminal forensics laboratories, neuropathology, the USDA, Americnn PrccJioicol Services, and many more.

C~rvcd as a fin11J1cial manager in the health can: sector for 6 years. Hu first position in the health c~;~-nnncial Services Manager al Codman Square Health Center. During her tenure at the center, the organii.nEMit· m $2.SM in revenue and fiO FfEs to nearly $8M and 120 FTEs. For her second role in the health care secto rvcd as the Finance Manager of the Brighwn Surgical Group (BSG). She was part of the ceam that transiti e to the Brigham and Women's Physiciuns Orgnniution (BWPO), Department or Surgery.

Information on this page has been reviewed by the ap indicated by the initials of the authorized signatory h

vidcd by the applicant, is accurate and complete, as


Application _3_ of_3 __ . . Comrnonweahh Al.lcmativc Care


19. Describe the experience, and length of experience, of the Corporation's Chief Executive Officer, Chief Operations Officer, and Chief Financial Officer with providing services for marijuana for medical purposes.

the Chief Executive Officer, has been ru:tive in planning, consulting, and lobbying on behalf of medicnl mDrijWlllll in Massachusetts since the passage of the ballot initiative that created Chapter 369 of the Acts or 2012. He has been professionally retained by mon:: than a half dozen applicants for RMD licenses in the Commonwealth and has mnterially contributed to the provisional liccnsurc of 4 RMDs in the initial application process. He has worked successfully with both stale regulators and municipal officials in this novel and tightly regulated initiative. ••••lis looking forward to bringing his unique experience and understanding of the public health implications of marijuana for medical use in Massachuseus and leading Commonwealth Alternative Care.

the Chier Operating Officer, is one of the most experienced and occomplished cannnbis cultivators in the stnte ofColorddo. Over the course of six years, he was personally responsible for engineering nnd developing the expansion of LivWell's cultivation facility (and subsequent n::ta.il distribution) from the 30,000 sq. ft. that he first took control of, up to the 130,000 sq. ft. Lhat it currently operates, mnking it the largest cannabis cultivator and retailer in Lhe market today.

versaw the upper management team and executive decisions throughout the facili~ developed the cultivation methodologies and processes that led to LivWcll's scaling up to its current size and output of high quali~bis products. In an industry Lhal lacked best practices in line with modern commercial agricultu~took on the responsibility of creating the cultivation systems and Standard Operating Procedures thnt the LivWell facility continues to operate under, all while leading and managing a cultivation staff of over 300 employees. Usi~ Business SySlem (DBS) certification and experience with medical laboratory and clean room practices.--.Vas responsible for engineering and developing nearly every facet of LivFree's cultivation operation, including plant propngntion, husbaodty/breeding, and designing a customiud inline nutrient fertigation system that automatically mixes water and elemental salts to be fed to every plant in the fucility. His expansive posH:ultivation experience in extrnction and isolation of cannabinoids and terpenes has provided him with the knowledge and 11bility lo produce a near limitless entourage of cnnnabis derived compounds lllld producu that are the basis of phnnnacologically derived delivery systems that that are the future of marijuana products being used as legitimate medicine.

icf Financial Officer, has no specific experience providing services for marijuana for medical purposes. xpcrience is with leading linnncial, operational and organizalionnl performance for both profit and non-pro 1t organizations.

Information on this page bas been reviewed by the indicated by the initials of the authorized signatory

rovided by the applicant. is accun.te and complete, as


Application _3_ of_3 __ Commonw=llh Altcmativc Can:


20. Describe the experience, and length of experience, of the Corporation's individuaVeotity responsible for marijuana for medical use cultivation operations and individual/entity responsible for the RMD security plan and security operations with providing services for marijuana for medical purposes.

Commonwealth Alternative Care's management partner, Al1emative Care Resource Group LLC, is subcontracting cultivation management and operations services to Liv Free Holdings, LLC. LivFn:e's team carries the experience of establishing and scaling one of the largest medical marijuana operations in the United Stntes at LivWell in Denver. CO. Leveraging 17 yeun; of combined operational experience, comprehensive operating policies, procedures and !raining manuals, the team successfully built and operated several large-scale cultivation facilities, producing phlll1TlllceuticoJ-grade medical marijuana products.

The Liv Free team was responsible for engineering and expanding the Liv Well facility from 304)00 sq. ft . up to the current 1304)00 sq. ft. that it operates today, distributing through its 13 dispensaries and wholesaling to affiliale dispensaries. The opcraton> were successful in developing and implementing next generation cultivatioo and processing systems and procedures to meet LivWell's distribution needs-as well as drive its growth and ability lO coosistenUy produce the highest quality medical marijuana produces possible.

LlvFree will bring this unsurpassed experience along with modem commercial agricultural best practices and legitimate medical products to CAC • managing cultivation.

CAC's Security Consultant, The Winmill Group (TIYG), has extensive experience in the medical marijuana security industI)' Wld is a leading expert on establishing nationally rccognil..Cd best practices for security. including anti-diversion, risk management, employee safety training, local community outrcnch, and collaborative partnen>hips with Jaw enforcement. TWG is supporting ten medical marijuana projects in Nevadn, Illinois, and Colorado. TWG's Massachusetts eni,111gements include supporting multiple dispensaries and cultivation facilities located in Plymouth and Quincy.

Headquartered in the Washington D.C. area, TWG's team includes talented professionals from high-level posts including fonner executives from the FBI, U.S. DEA, U.S. Department of Homeland Security, U.S. Navy, Massachusetts State Police, and the Boston Fire .Department, among others. Prior to working in the MMJ indusuy, TWO has been providing homeland security and emergency planning consulting services and advice on tactical nod strategic planning (or state, local and the federal government for the past eight years. Not.able projects included three Presidential lnnugurntions, the 08 Summit, Republican National Convention, Democratic National Convention, and law enforcement intelligence trainins for New York, Boston, and Washington D.C., among others.

Germane to Massachusetts's non profit regulations, TWG also :supported the Memorial Institute for the Prevention of Terrorism a 501(c)(3) non-profit otgllJliz.ation which included business finance and management of over SJS.000.000 in federnl grant funds from the U.S . .Department of Homel11J1d Security.


vided by the applicant, is accurate 8lld complete; as


Application _3_ of_3 __ • Commonweallh Alternative Cnrc

Applicant Non-Profit Corporallon ---------------

SECTION E. OPERA TJONS

21. Provide a summary of the RMD 's operating procedures for the cultivation of marijuana for medical use.

Liv Free & CAC pnrtncn; and cultivation experts Matthew Harrison & David Baerwald will directly manage and oversee CAC's cultivation operations. They will do so in ncx:ordance with SOPs established by LivFn:c's cultivation operations policies and procedures and trnining manuals - designed lo manufacture cannabis producls for medicinal use. Products will be manufactured under slringent environmental controls and work processes llmt comply with FDA c:GMPs. CAC will uti1i7.C the expertise of in-house biological hotticulturulists, organic chemists, engineer.;, medical researchers, nutraceutical and pbannaceutical manufacturing experts, ns well ac; professionals from other relevant induStt'ies in order to create the most advnnced large-sc:ile medical cannabis production facility of its kind.

Modular Class 100,000 clcanrooms, that arc quickly constructed and quolificd, will aa:ommodatc all production activities. aeanrooms utilim positive pressure and advanced air fillIUtion to reduce risk of pathogen contamination. Cultivation staff will be trained on clcanroom behaviors, strict hygiene requirements and rigorous growing procedures.

Employees will ensure optimal cleanliness of the manufacturing fncility during production and between growth cycles -monitored through microbiuJ swnpling of surface contaminants and viable and non-viable particulate counting.

The 100,000 SF warehouse facility will contain 2,500 SF modular grow rooms to allow for continuous, staged harvests and strain specific environmental controls, as well as contain and mitigutc potential conlamiOlltion.

Energy efficient and WiFi controlled Heliospectra lighting will be used for vegetative and nowcring stllgcs. LED's light spe.cttums are computer controlled and customized to suit specific strains' warm and cool light-spectrum needs ond respective stages. Fluorescent TS lights will drive growth of clones (tnkcn from mother plants sW1ed from seed) that will be cloned from for no more than two years.

Additionally, CAC will also cultivate using: •Strains with ailment/disease specific cnnnabinoid and tcrpcne profiles, with emphosis on high-CBD/low·THC ratios •Organic nutrient solutions and IPM to ensure all products are free of hannful additives/chemicals • Reverse osmosis waler fillnltion to reduce TDS, chlorine, fluoride, and other additives found in municipal water supply • High-precision HVAC, dehumidification, and filtration equipment in combination with AiroCide UV fungal protection • Custom designed automated Argus fcttigation equipment with stringent monitoring by grow staff to ensure healthy and even plant growth • Easily cleanable epoxy flooring and plastic wall nnd ceiling panels in grow rooms • Chemical, microbiological, or other testing, as necessary to prevent the use of cootaminata! components from suppliers • RFID tags lo track nnd monitor plant counts and locations throughout the facility using Viricfian Science's seed-to-sale sortwnre.

Information on this page has been reviewed by the ap indicated by the initials of the authorized signatory

·ded by the applicant., is accurate and complete, as


Commonwealth AltcrDative Oirc Application _3_ of _3 __ Applicant Non-Profit Corporation--------------

22. Describe the types and forms of Marijuana Infused Products ( .. MIPs") that the RMD intends to produce, if any.

For patients requiring medication for long t.enn/ull-day treatment of diseases such as pain or cancer, CAC will produce high-bioavllilability capsules and gelcaps, oils (RSO), trunsdennal palaches, saJves/1.opiC11ls, bath soaks, teas, and food products, all of which have slower absorption rates.

For fast acting but shorter lasting treatment of conditions with sudden onset of symptoms such 11S epilepsy or nausea, CAC will produce oral sprays, tinctures, Md sublingual tablets lh:lt have the fastest llCCCSS to the blood stream for immediDte relief.

CAC has access to and will cultivate 15+ high-CBDnow-THC strains that will allow patients to medicate with little to no intoxicating effect, while strains and products with moderate amounts of THC will also be produced for patients requiring THC's therapeutic benefits. By cultivating n wide array of cannabis genetics, CAC will be able to produce extractions containing various cannabinoid/tcrpene profiles to lrcat specific ailments and diseases.

The company will also isolate specific cannabinoids and terpencs (CBD, CBN, THCA, limonene, pincne,etc.) from said strains so as to utili7.C them in their singular forms as well as in specific combinations that hllve synergistic effects. The aforementioned MIPS products will be in available 3 to 6 fonnulations, euch containing specific cannabinoid ratio (i.e. CBD'ib:THC'ib, CBD'li:CBN'li), as well as full-spectrum strain specific products that keep said strains' cannabinoid/terpene profiles intact.

lnfonnation on this page has bcco reviewed by the a indicated by the initials or the authorized signatory

ided by the applicant, is a.ccurale and complete., as

Management and Operations Profile - Page IS

Commonwealth A11emlllivc ClllC Application _3_ of_3 __ Applicant Non-Profit Corporation--------------

23. Provide a summary of the RMD's methods of producing MlPs, if the RMD intends to produce MIPs.

MIPS products will be manufactured in ac(:Ordance with 105 CMR 725, utilizing LivFrce's proprierary processes and SOPs co ex Inlet cannabis concenttaces while keeping strains' full cannabinoid and terpene profiles intact. It will also isolate individual cannabinoids and terpenes to later be combined in specific amounts and ratios for CACs MIPS product mix.

An in-house orgnnic chemist will operate the equipment for production and ulilii.e Thcnno Fish~ Scientific HPLC and Mass Spectrometiy equipment to continuaUy test all flower, conccntrat.e, and MIPS produces• cannabinoid/terpcne profiles and levels. Exttaction and MIPS Operations Manunls are based on LivFrce's 5+ years of commercial extraction utilizing Walers' 002 extractor and other exttaction methods, such as sol'lentless ice water extraction with centrifuges, steam distillation using rotary evaporators, as well as Rosin Tech, a mechanical Jow-heat, solvent-free extraction process.

CAC will dilute cannubis extracts using either organic MCT oil or sugar cane alcohol as carriers. Cannabis exttacts will subs~uently be infused into the various MJPS products that will be manufactured using high-precision pharmaceutical filling and forming equipment, in conjunction with commercial kitchen equipment. All MIPS will be produced in a clean room facility with phmnaceuticaJ-level policies and procedures.


·dcd by the applicant, is accurate and complete, us


Commonwcahh Alternative~ Application _3_ of_3 __ Applicant Non-Profit Corporation--------------

29. Provide a summary of the RMO's operating procedures for quality control and testing of product for potential contaminants.

CAC will only sell mcdicnl marijuana products that have been cultivaled/proccssed in accordance with cGMPs for Food as established by 10.5 CMR 500 and FDA's 21 CFR part I IO. Quality control (QC) operations will ensure product safety and quality through all stages of munufacturing, testing, labeling, holding and disposition product.

A manufacturing mnster record lists all materials, equipment and procedures required for a batch. The batch record includes documentation for production of a specific batch, mat.erinls and equipment used, dale/mitials of operator, monitoring results, yields and testing results. QC reviews n:conls to assure no errors/oonconfonnanccs have OQ;Urred.

Batch records must adhere to CAC' s Record Retention policy.

Equipment and materials used/produced arc assigned unique traceability identifiers. Specifications are set for environment, materials, testing, equipment and labels. Manufacturing, storage areas, sanitation and personnel are monitored to minimize contamination. Sampling plan is followed. Testing is performed by compendinlscientifically valid methods, compliant with 105 CMR 725 nnd includes cannabinoid profile and contaminants (mold, mildew, henvy met.als, plant-growth regulators, pre.~cncc of non-organic pesticides). Contrncts manage suppliers and ISO certified independent testing labs.

QC reviews and product concerns are reviewed via the Complaint Handling program lo determine action. QC manages withdrawal/recall events with dispensary manager.

Information on this page has been reviewed by the app indicated by the initials of the authorized signatory he

provided by the applicant, is accurate and complete, as


Commonwealth Alternative Care Application _3_ of_3 __ Applicant Non-Profit Corporation--------------

30. Provide a summary of the RMD•s operating procedures for maintaining confidentiality of registered qualifying patients, personal caregivers, and dispensary agents, as required by law.

Provisions are esublished to ensure c;x:infidentiality and prevent the disclosure of information about legally qualified registry patients, designnted primary caregivers, and dispensary agents pursuant to 105 CMR 725.200. CAC will diligently safeguard the confidentiality of patients• information re la.led to the medical use of marijuana. Employcc.c; will keep all patient infonnation in the sttie1est confidence, and an employee will not use, relain, disseminate, or disclose any such information, except as may be necessary to perfonn the duties required of an employee of CAC. 1be patient coordinator is responsible for patient records management and security. All patient records will be handled in a manner similar to protected medical records. Measures for addressing and reporting nny loss or unauthoriud alteration of ~ords related to medical marijuana are detailed.

Information held by CAC about legally qualified patients, personal caregivers, and dispensary agents is confidential and shall not be disclosed without lhc written c;x:insent of the individual to whom the information applies. Such infonnalion is not subject to subpoena or discovery ond is not accessible to the public, however, the DPH may access this information to carry out its official duties. Any computerized inventory control system, Electronic Verification System, or point-of-sale system must offer acceptable levels of data protection similar to that required by federal HIPAA rules.

Information on this page bas been reviewed by the ap indicated by the initials of the authorized signatory h

vidcd by the applicant, is accurate and complete, as


Commonwc;iJlh Allcmatlve Care Application _3_ of_3 __ Applicant Non-Profit Corporation---------------

31. Provide a swnmary of the RMD's persoDDel policies.

CAC's Personnel Policies for the operation of an RMD wiJI be in full compliance with 105 CMR 725 and applicable state srotule and regulations. AU agents are subject lo all npplicable policies csll!blished by CAC's Employee Handbook and Manual, or as otherwise established or amended by management.

The GM and the HR Officer are responsible for the enrorccment of all hiring policies, training, compliance wilh lhe Employee Manual and Handbook, and assuring proper receipt and maintenance or all employee documentation. Employees will be trained on CAC policies and DPH regulations before commencing woric and will receive regular training to stay current on compliance issues.

CAC will offer full-time employees generous health and dental benefits, workers compcn...ation, and unemployment compensation, as well as paid leave of absence, bereavement, holidays, sick leave, and vacation days. CAC will ulso odhere to federal COBRA regulations and the Family and Medical Leave Acl.

CAC will ta1ce affimullive action measures to ensure against discrimination on the basis of race, religion, cultural background, age, gender/gender expression, sexual orientation, disability, nationality, veteran, parentnl, or marital siatus, in any of its activities or operations, including but n<>l limited to hiring and firing of staff, recruitment, compensation, promotions, selection of vendors, and provision of services. CAC will cultivate an open and welcoming environment for oil swff, clients, nnd vendors.

Information on this page has been reviewed by the ap indicated by the initials or the authorized signatory he

rovided by the applicant, is accurate and complete, as

Manngement and Operations Profile - Page 24

Commonwealth Alternative Care Application _3_ of_3 _ _ Applicant Non-Profit Corporation---------------

33. Provide a summary of the RMD's operating procedures for record keeping.

A record retention policy will be established for the maintenance of R!Cords for: lhe application, operating procedures; inventory records; QC sample archive data; personnel records; lra.ining, staffing plans; dispensing; waste disposal records; compliance and audit n:ports; security records; and other business records to comply with 105 CMR 725. Data will be collected and securely stored off-site using Viridian Sciences SAP based ERP softwiue integrating seed-to-sate tracking, POS systems, llCCOUJlting and record keeping. All written records will be maintained oa-sitc or archived electronically (following FDA 's guidance for Electronic Records, 2 I CPR part JI). All information will be available to the State of Massachuseus at o.11 times.

Legally qualified patients, caregivers, and dispensary 11gents infonnation held by CAC is confidential - not be disclosed without written consent or the individual to whom the information applies. Such infonnation is not subject to subpoena or discovery and is oot accessible to I.he public, however, DPH may access this information lo carry out its official duties. •All patient records must be handled like protected medical records. • No employee shall disclose patient information to ony person other than llD<>lher CAC employee (operational purposes only) • Patient coordinator is responsible for patient records manugement and security. •System data protection similar to HIPAA rules for inventory conuol, Electronic Verification, and POS

Infonnation on this page has been reviewed by the indicated by the initials oflhe authorized signatory

provided by lhe applicant, is accurate and complete, as


Conunonwcaltb Altcmnlivc Care

Application _3_ of_3 __ Applicant Non-Profit Corporation---------------

34. Provide a summary of the RMD's plans for providing patient education.

CAC will ensure the availability of up-to-dale edue<1t.ional materials online, in·store, and via print collateral, in languages acce.'ISible to all patient.'!, as well as for the visually- and hearing-impai~ .

CAC will provide patients/caregivers a oopy of our Patient Handbook (PH), which will be reviewed in detail with pntients during the oriental.ion and regislrlltion process. The PH contains: • Stale and local rules & regulations • Research studies on MMJ heahh benefits • Marijuana gencrnl FDA warnings including child safety pro~on • Strain and product descriptions, administration, dosages, nod expected effects, as well as purposing specific products lO

suit patients' ailment or disease specific needs • Tools for tracking strain & product effectiveness •Tolerance, dependence, and withdrawal infonnation •Subs lance abuse signs/symptoms; referr.tl infonnntion for obuse ireatment •Statement that patients may not distribute marijuana to another individual~ must return unused or contaminated product to the RMD from which they purcha.'ied for disposal •Other informal.ion required by DPH

CAC's Health & Patient Services Director will monitor medicinal marijuana research to ensure CAC provides patients with accurate hea1th effects infonnation of medicinal marijuana, and that PH content is accurate and up-to-date.

CAC will provide educational materials from Americans for Safe Accc.'IS (ASA) on medical marijuana treatment efficacy for qualifying conditions under MA law.

Infonnation on this page bas been reviewed by the indicated by the initials of the authorized signatory

ded by the applicant, is accurate and complete, as

Management and Opentlions Profile - Page 27

Commonweallh Altemativc Olrc Application _3_ of_3 __ Applicant Non-Profit Corporation _____________ _

36. Provide a summary of the RMD's policies and procedures for the provision of marijuana for medical use to registered qualifying patients with verified financial hardship without charge or at less than the

CAC's medical marijuana discount program is based on qualifying for MA or federal means-based program and will provide support to the gn:alcsl number of low-income patients possible. Patients will be offered discounts boscd on a sliding scale from 10-50% off depending on a patients level below 300'lb of the Federal Poverty Gu1delines. In addition, CAC will offer a free gram per week for those with greater financial hanlsh.ip. Additional weight/discounts will be offen:d to veterans, the tcnninally ill, and senior citizens. SSI, Medicaid, or documentntion of federal or state issued income-based support can be used as proof of low-income status. On a case-by-case basis, CAC may offer discretionary discounts to patients in need.

Usini; this criterion does not requ.ire our staff to possess, review, or muJce judgments on the validity of priwte patient financial infonnation other than to assure qualification as set out in the above language. CAC will not retain copies of patient personal information other than keeping 11 copy of the benefit Jett.er or program ID card.

Participation allows patients access to all fonns of medical mariju11J1a and does not limit them ton restricted selection of discounted product. Viridinn 's POS system is utilized to tnc:k the program including discount amounts and expiration dllles. The program budget and number of patients awarded aaJeSS to the program will grow as CAC grows. CAC's discount program aims to assist as many patients as possible.

Information on this page has been reviewed by the app indicated by the initials of the authorized signatory h



Commonweallh Alternntlvc Care Application _3_ of_3 __ Applicant Non-Profit Corporation---------------

37. Provide a summary of the training(s) that the RMD intends to provide to Dispensary Agents.

CAC's Operations & Training Mllfluals identify nccesslll')' trainings required for all employees to pcrfonn their job duties snrety and in compliance with applicable laws and regulations. TilC GM in conjunction with the HR Omcer are responsible for ensuring training is provided for each individual involved in CAC operations.

Training programs for each medical marijuana establishment will be tailored to the roles, duties of the job descriptions 11J1d functioos of each employee, including product nnd patient consultation to ensure appropriate products nre selected for patients' specific conditions, 11S well as topics such as confidentiality. safety. hygiene, anti-diversion, ond more. Staff will receive a minimum eight hours of on-going training annually and the HR Officer is responsible for maintaining required documenta(ioo of all required training.

A training sttategy will be established to comply with regulations and to comport wilh best practices and a training schedule. Procedures for new employee orientations arc described. with specific an:as of focus, including a required overview of IOS CMR 725, as well as relevant state and local Jaws. Additional facility specific rraining relevant to staff meetings, record keeping, confidentiality. incident 111111lagcmcnt, inventory management, diversion prevention, product handling and sanitation, facility safety and security, transportation, communitylpntient relations, workers compensation, OSHA, and internal controls and stDndanls.

Information on lhis page has been reviewed by the ap indicated by the initials of the authorized signatory he

rovided by the applicant. is accurate and complete, as


Commonwealth Alternative Cllrc Application _3_ of_3 __ Applicant Non-Profit Corporation---------------

38. Will the Corporation provide worker's compensation coverage to the RMD's Dispensary Agents?

Yes IZI No D

39. Will the Corporation obtain professional and commercial insurance coverage?

Yes 121 No D

40. Descnl>e the Corporation's plan to obtain liability insurance or place in escrow the required amount to be expended for coverage of liabilities.

Commonwealth Altern11tive Care (CAC) has already gone through an insurance agency selection process. CAC has selected FBinsure to be CA C's broker. FD insure is going to complete a risk analysis on CAC to detennine the risks that CAC has. Once those risks un: identified, FBinsure will complete all needed Accord applications and begin to send those upplications to all of the insurance mnrkcts that they represent and have access to. If coverage cannot be placed in the standard market, FBinsurc will place coverage in the surplus and ex~ lines. lbese carriers will be AM Best rated A - or better.

Jnformarion on this page has been reviewed by the app indicated by the initials of the authorized signatory h


Management ond Operations Profile - Page 31

Conunonwcallh AJccmative Care . . 3 3 Appbcanon _ of __ Applicant Non-Profit Corporation--------------

SECTION F. CAPITAL CONTRIBUTORS

List all persons and entities lmown to date that arc committed to contributing 5% or more of initial capital to operate the proposed RMD. For entities contributing initial capital to operate the proposed RMD, list the entity's Chief Executive Officer/Executive Director and President/Chair of the Board of Directors.

Attach additional tables if needed.

Information on this page has been reviewed by the ap indicated by the initials of the authorized signatory b

Amount or Initial Capital Committed

Percentage or Initial Ca ital Committed

$ 800,000.00 61..54%

$

$

$

$

provided by the applicant, is accurate and complete, as


Commonwealth Altcmolivc Ca.re I. . 3 of_3_ App 1cabon __ _ . Applicant Non-Profit Corporation--------------

Entity Name

Alternative Care Resource Group, LLC

Leadership Names

- .. " ...

Entity President/Chair.

Entity CEO/ED:

Entity President/Chair:

Entity CEO/ED:


Entity CEO/ED:

Entity President/Chair.

Entity CEO/ED:


Infonnalion on this page has been reviewed by the appl indicated by the initials oflhe authorized signatory he

$

$

$

$

$

Amount of Initial Capital

Committed

500,000.00

Percentage of Initial Capital Committed

38.46%

vided by the applicant, is accW'llte and complete, as


3 3 Commonwealth Alternative Care Application __ of __ Applicant Non-Profit Corporation _____________ _

ATTESTATIONS

Signed under the pains and penalties of perjury, I, the authorized signatory of the non-profit applicant corporation, agree and attest that all information included in this application is complete and accurate and that I have an ongoing obligation to submit updated information to the Department if the iofonnation presented within this application has changed.

IJ/i,1/t) Date Signed

Print Name of Authorized Signatory

Chief Executive Officer & Chairman of The Board

Title of Authorized Signatory

1 hereby attest that if the corporation is allowed to proceed to submit a Siting Profile, the corporation is prepared · all Sitin Pro 1/e re uiremcnts.

Chief Executive Officer & Chairman of The Boord

Tide of Authorized Signatory

lnfonnation on this page has been reviewed by the a indicated by the initials of the authorized signatory

Date Signed



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