rqt~n of organization exempt from ir~tome tax °'b°'~°°'...

RQt~n of Organization Exempt From Ir~tome Tax °'"B"°'~°°' Forth 990

Under section 501(0), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung 2002 Departrnsnt of 1M Treasury

benefit true or private foundation) 4,0414 F4& , �t��,, R�� e Samice " The organization may have to use a copy of this return to satisfy state reporting requirements A For the 2002 calendar gear, or tax year Period beginning JUL 1 , 2002 and andinu JUN 30, 2003 B cneak it ~ C Name of organization

"PP'~'°'` usewsOUTHLAKE/TRI-CITY MANAGEMENT J Add- change mpd`ntorr CORPORATION, D/B/A GEMINUS CORPOR NWne ty~ d-W Number and street (or P.O. box if mail is not delivered to street address)

DIm sP.u 8400 LOUISIANA STREET =,R,a"rm

Ins nw. City or town, state or country, and ZIP + 4

Arnw return °° ERRILLVILLE IN 46410

~ Section 501(s)(S) organizations and 4947(a)(1) nonexempt ohuRable trw APP mud attach a completed Schedule A (Form 900 or 920-EZ).

G web :ne:1WWW . GEMINUS . ORG

TION 1 35-1859562 Room/suite E Telephone number

219-757-1900 f Aommln0 mead = cash [K] A..W

H and I me not appNceble to section 527 organizations. H(i) Is this a group return for affiliates? =yes M No H(b) If 'Yes' enter number of affiliates 101, H(o) Are all affiliates included? N/A Yes = No

(if 'No : attach a fist .) H(d) Is this a separate return flied by an or-

ganization covered by a group ruling? [~ Yes ~X No I Enter 4-di il GEN M Check " LJ if the organization is rat required to attach

Sch . B (Form 990, 990-EZ, or 990-PF) . noes

J Organization type we* «rroral t L& 501(c) ( :i )1 ansed no) L_J 4947(a)(1) or I__1 52 K Check hen " 0 if the organization's gross receipts are normally not more than 625,000 . The

organization need not file a return with the IRS ; but If the organization received a Form 990 Package in the malt, it should file a return without financial data . Some states require s complete return .

27,157,706 . sets or Fund Be

L Gross receipts : Add lines 6b, 8b, 9b, and 10b to line 12

1 Contributions, gifts, grants, and similar amounts received : a Direct public support . . . . . ~''_' . . . . . . . .--- . . .- ~--- . . . . 1a b Indirect public support . . . . . . . . . . . . . . 1b a` : ;< e Government contributions (grants) . . . . . . . . . . _ . 7 s 9 3 6 6 216 d Total (add does la through tc) (cash ; 9,366,216 . noncashE ) . Ild 9 , 366 , 216 .

2 Program service revenue including government fees and contracts (from Part VII, line 93) 2 17 , 483 , 284 . 8 Membership dues and assessments . . . . . . . - . . . . . . 8

4 3 , 624 . 4 Interest on savings and temporary cash investments 5 Dividends and interest from securities . . . . . . . . . . . . . .- - - - . . . . . 5 6 a Gross rents . . _ . . . . . _ . . SEE .. STATEMENT ..1 . 0a 164, 696 . - b

. less : rental expenses SEE . STATEMENT', . 2 . db 174 , 720 .'-, ~

e Net rental income or (loss) (subtract line 6b from line 6a) . . . . . . . . . . . & -10 , 024 . 7 Other investment income (describe " 7 8 a Gross amount from safe of assets other A Securities H Other "

than inventory . . . _ . _ . . . . . . . . ._ . . . _ 81111 13 , 384 . b Less : cost or other basis and cabs expenses . . . . . . 8b 7 4 95 . c Gain or (loss) (attach schedule) & 5 , 889-

C1 W

d Net gain or (loss) (combine One Bc, columns (A) and (8)) . . . . . _ _ _ . . . . . . . . _ STMT 9 Special events and activities (attach schedule)

1ca ~ hue ( including : of contributions ~° ) . . . . 9a

b Less : direct other than fundraising expenses 9b from special events (subtract line 9b from line 9a) 3e .- .--- . . . . .

10 a Gross sales ory, less returns and allowances 10~ u

I VLW_V_1 of p sob . - - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Ob

s) from sales of inventory (attach schedule) (subtract line 10b from line t 0a) 11 Other revenue (from Part VII line 103)

~`>

i4V~JVL~

26,975,491 . 24,933,187 . 2,144,710 .

12 Total revenue add lines 1d 2 3 4 5 6c 7 8d 9c 10c and 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Program services (from line 44, column (B)) 14 Management and general (from line 44, column (C)) _ . . . . . _ . _ . . . . . _ __ _ . 15 Fundraising (from line 44, column (D)) 16 Payments to affiliates (attach schedule) . . . _ . . . . 18 17 Total enter add lines 16 and 44 column A . . . . . . . . . . . . . . . . . 17 27 , 077 , 897 . 18 Excess or (deficit) for the year (subtract One 17 from line 12) . . . . . . . . 18 -102,406 .

, 9 Not assets or fund balances at beginning of year (from line 73, column (A)) 3,716,232 .

20 Other changes in not assets or fund balances (attach explana on) . . . . MEIRT 4 . 2=0 -108,598 . qEE SkTA!TK 21 Net assets or fund balances at end of ear combine lines 18, 19, and 20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 ~=3, 505 , 228 .

o1-rl-ar LHA Fog Paperwork Reduction Apt Notice, see the separate Instructionsi Form 990 (2002) `

14490128 785925 822821 .001 2002 .08010 SOUTHLAKE/TRI-CITY MANAGEME 8228211

D Employer Identification number

r r

m

., J

889 .

2 14490128 785925 822821 .001 2002 .08010 SOUTHLAKE/TRI-CITY MANAGEME 8228211

SOUTHLAKE/TRI-CITY MANAGEMENT &0Rr@WION, D/B/A GEMINUS CORPOM-TION-11A 35-1859562

~~ Statement O All organizations must complete column (A) . Columns (B), (C), and (D) are required for section 501(c)(3) 0 Functional Expenses and (4) organizations and section 4947(a)(1) nonexempt charitable trusts but optional for others

Do not include amounts reported on line (A) Total (8) Program (C) Management (D) Fundraising 6b 8b 9b lOb or 16 of Part/. services and general 22 Grants and allocations (attach schedule)

cash $ noncavh $ 22 23 Specific assistance to individuals (attach schedule) 23 24 Benefits paid to or for members (attach schedule) 24 25 Compensation of officers, directors, etc 25 0 . 0 . 0 . 0 . 28 Other salaries and wages 26 7 , 508 , 494 . 6 , 500 , 129 . 1 , 008, 365 . 27 Pension pan contributions 27 351 r 953 . 312 , 335 . 39 r 618 . 28 Other employee benefits 28 1 , 379 , 877 . 1 , 224 , 550 . 155 , 327 . 29 Payroll taxes 29 551 r 666 . 489 567 . 62 , 099 . 30 Professional fundraising fees 30 31 Accounting fees 31 25 , 886 . 25 , 681 . 205 . 32 Legalfees 32 63 r 218 . 62 , 718 . 500 . 33 Supplies 33 300 190 . 285 786 . 14 , 404 . 34 Telephone 34 232 130 . 182 105 . 50 , 025 . 35 Postage and snipping 35 48 , 761 . 38 F 253 . 10 , 508 . 36 Occupancy 36 847 554 . 590 F 427 . 257 127 . 37 Equipment rental and maintenance 37 123 , 687 . 97 , 032 . 26 , 655 . 38 Printing and publications 38 35 , 206 . 27 r 619 . 7 r 587 . 39 Travel 39 160 702 . 146 496 . 14 206 . 40 Conferences, conventions, and meetings 40 41 r 289 . 3 2 391 . 8, 898 . 41 interest 41 213 475 . 167 470 . 46 , 005 . 42 Depreciation, depletion, etc (attach schedule) 42 1 , 009 , 925 . 796 , 596 . 213 , 329 . 43 Other expenses not covered above (itemize) :

a 43a b 43b c 43c d 43d e SEE STATEMENT 5 a3e 14 183 884 . 13 954 032 . 229 852 .

44 ryanluroons comp l~ebnp cWu~s All-(r artyth~ t~fal fs Ilrros 1315 44 2 7 , 0 7 7 , 8 9 7 . 2 4 , 9 3 3 , 18 7 . 2,144,710 . 0 . Joint Costs . Check " E] If you are following SOP 98-2 . Are any joint costs from a combined educational campaign and fundraising solicitation reported in (B) Program services ? 0- E-1 Yes EKX No If *Yes,* enter (I) the aggregate amount of these joint costs $ , (II) the amount allocated to Program services $

part III Statement of Program Service Accomplishments What is the organization's primary exempt purposes " SEE STATEMENT 6

Pro ram Service All organizations must describe their exempt purpose achievements in a clear and concise manner State the number of climb served, publications Issued, etc Discuss

~xPenses (

achievements wet ere not measurable (Section 501(c~3) end (4) organizeUons end 4947(aX1) nonexempt charitable trusts must also enter the amount of grants, end q) uo"~ ~r 501(c)(3) and

( rgs, end 4947(e)(1) allocations to others ) trusts, but optional (or others )

a SINCE 1997 GEMINUS HAS BEEN THE GRANTEE FOR HEAD START FUNDS IN LAKE AND PORTER COUNTIES IN INDIANA . FISCAL YEAR 2003 HEAD START CHILDREN SERVED TOTALED 1319 .

Grants and allocations 9 , 209 , 260 . b GEMINUS SERVES AS A COST EFFECTIVE PROVIDER OF MANAGEMENT AND ADMINISTRATIVE SERVICES TO THREE MEMBER AFFILIATES WHO ARE ALSO COMMUNITY MENTAL HEALTH CENTERS .

Grants and allocations 2 , 615 , 439 . c SEE STATEMENT 7

8,620,012 . d SEE STATEMENT 8

Grants and allocations 1 , 661 , 002 . e Other program services (attach schedule) STATEMENT 9 (Grants and allocations $ ~ 2,827,474 . f Total 01 Program Service Expenses (should equal line 44, column (B), Program services) " 24,933,187 .

223011 01-22-03 Form 990 (2002)


SqU'.~1~liZ*KE/TRI-CITY MANAGEMENT + " Form 990(2002) CORPORATION, D/B/A GEMINUS CORPORATION 35-1859562

Balance Sheets

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

45 Cash - non-interest-bearing 700 . 45 600 . 48 Savings and temporary cash investments 639 , 142 . 46 532 , 725 .

47 a Accounts receivable 47a 2 , 676 , 086 . b less : allowance for doubtful accounts . . 47b 2 , 18 8 022 . 47c 2 , 676 , 086 .

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

49 Grants receivable 49 50 Receivables from officers, directors, trustees,

and key employees 50 N 51 a Other notes and loans receivable 51a

b Less allowance for doubtful accounts 51b 51 c 52 Inventories for sage or use 44 , 996 . 52 31 , 679 . 53 Prepaid expenses and deferred charges 56 , 356 . 53 136 , 780 . 54 Investments -securities STMT 10 " ~ Cost D FMV 116 , 941- 54 13 , 372 . 55 a Investments - land, buildings, and

equipment basis 55a

b Less' accumulated depreciation 55b 55c 58 Investments - other 56 57 a Land, buildings, and equipment basis 57a 11 , 680 , 994 .

b Less, accumulated depreciation 57b 5 , 343 , 178 . 6, 763 , 557 . 57c 6 , 337 , 816 . 58 Other assets (describe " ) 58

59 Total assets add lines 45 through 58 must equal line 74 9 , 809 , 714 . 59 9 , 729 , 058 . 60 Accounts payable and accrued expenses 3 , 221 , 535 . BO 3 , 463 f 551 . 81 Grants payable . . 61 62 Deferred revenue 62 83 Loans from officers, directors, trustees, and key employees 63

a 84 a lax-exempt bond liabilities 64a I _j b Mortgages and other notes payable 84b

65 Other liabilities (describe " MORTGAGE LOAN ~ 2 f 871 , 947 . 65 2 7 6 0 2 7 9 .

66 Total liabilities (add lines 60 through 65 ) 6 , 093 ,, 482 . 66 6 , 2 3 f 83O . Organizations that follow SFAS 117, check here " ~X and complete lines 67 through

69 and lines 73 and 74 . 67 unrestricted 3 716 2 3 2 . 67 3 , 505 r 228 . 88 Temporarily restricted 88

oB 69 Permanently restricted 69 Organizations that do not follow SFAS 117, check here ~ 0 and complete lines

70 through 74 70 Capital stock, trust principal, or current funds 70 71 Paid-in or capital surplus, or land, building, and equipment fund 71 72 Retained earnings, endowment, accumulated income, or other funds 72 73 Total net assets or fund balances (add lines 67 through 69 or lines 70 through 72,

column (A) must equal line 19, column (e) must equal line 21) . . 3 f 716 , 232- 73 3 , 505 , 228 . 74 Total liabilities and net assets / fund balances (add lines 66 and 73) 9 8 0 9 714 . 74 9 , 729 , 058 .

Form 990 is available for public inspection and, for some people, serves as the primary or sole source of information about a particular organization How the public perceives an organization in such cases may be determined by the information presented on its return Therefore, please make sure the return is complete and accurate and fully describes, in Part III, the organization's programs and accomplishments .

223021 01 -2z-ro

GQU'Iw&4KE/TRI-CITY MANAGEMENT P " %6s Form 990 2002 CORPORATION D/B/A GEMINUS CORPORATION 35-1859562 P~rl IY»k Reconciliation of Revenue per Audited Pad X11-8 Reconciliation of Expenses per Audited

Financial Statements with Revenue per Financial Statements with Expenses per Return Return

a Total expenses and losses per audited financial statements " a 128 1 726 1 425 .

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

(1) Donated services and use of facilities $ 1,365,210 .

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

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

(4) Other (specify) STMT 12 = 283,318 .

Add amounts on lines (1) through (4) " b 1 , 648 , 528 . c dine a minus line b " c27 1 077 4 897 . d Amounts included on line 17, Form

990 but not online a'

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

(2) Other (specify)

a Total revenue, gams, and other support per audited financial statements " a28 , 515 , 421 .

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

(1) Net unrealized gains on investments $

(2) Donated services and use of facilities $ 1,365,210 .

(3) Recoveries of prior year grants $

(4) Other (specdy)~ STMT 11 S 174,720 .

Add amounts on lines (1) through (4) " b 1 , 539 , 930 . c dine a minus line b " c 2 6 1 975 491 . d Amounts included on line 12, Form

990 but not on line a :

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

(2) Other (specify) S

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

line c plus line d " e_26 , 975 , 4 91 . Part V I of Officers . Directors . Trustees . and Kev Employees (List each one even if not compensated .)

Title and average hours C) Compensation (D~Contdbuvons m (E) Expense per week devoted to ~It not p p I , enter p, ~I 9~, benefit account and

position -0- . coin nsatlon other allowances ECUTIVE DIRECTOR

(A) Name and address

HAROLD C . LOEWEN 8400 LOUSIANA STREET MERRILLVILLE, IN 46410 BETTY DAVIS 8400 LOUSIANA STREET MERRILLVILLE, IN 46410 ROBERT D . KRUMWIED i 8400 LOUSIANA STREET MERRILLVILLE IN 46410 LEE C . STRAWHUN 8400 LOUSIANA STREET MERRILLVILLE IN 46410 EDMUND GUNN 8400 LOUSIANA STREET MERRILLVILLE IN 46410 JAMES SIEGMANN 8400 LOUSIANA STREET MERRILLVILLE IN 46410 ---------------------------------

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

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

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

1 HR/WK 0 . 0 . 0 . IRECTOR OF EDUCATION

1 HR/WK 0 . 0 . 0 . XEC DIR/MENT HEALTH CTR

1 HR/WK 0 . 0 . 0 . RESIDENT

1 HR/WK 0 . 0 . 0 . IRECTOR OF PHARMACY

1 HR/WK 0 . 0 . 0 . RESIENT - PRINTING

1 HR/WK 0 . 0 . 0 .

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

223031 01-22-03

E Add amounts on lines (1) and (2) 11110. d 0 . Total expenses per line 17, Form 990 Mme c pus line d " R[27 , 077 . 897 .

92 Section 4947(a)(1) nonexempt charitable trusts filing Form 990 in lieu of Form 1041- Check here 1 D 11110- 1 92 N/A

Form 990 (2002) 5


GQU'POLP~KE/TRI-CITY MANAGEMENT 0, %41 Form 990(2002) CORPORATION D/B/A GEMINUS CORPORATION 35-1859562 Pages partVj Other Information Yes No 76 Did the organization engage m any activity not previously reported to the IRS? If "Yes ; attach a detailed description of each activity 76 X 77 Were any changes made in the organizing or governing documents but not reported to the IRS 77 X

If °Yes ; attach a conformed copy of the changes 78 a Did the organization have unrelated business gross income of $1,000 or more during the year covered by this returns 78a K

b It "Yes," has it filed a tax return on Form 990-T for this year? 78b X

79 Was there a liquidation, dissolution, termination, or substantial contraction during the yeah . . 79 X

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

governing bodies, trustees, officers, etc , to any other exempt or nonexempt organizations 80a K b If 'Yes,* enter the name of the organization " SEE STATEMENT 13

and check whether it is D exempt or 0 nonexempt 81 a Enter direct or indirect political expenditures See line 81 instructions 81a

0b Did the organization file Form 1120-POL for this year? , . . . 81b 82 a Did the organization receive donated services or the use of materials, equipment, or facilities at no charge or at substantially less than

fair rental value? 82a X

b If 'Yes,° you may indicate the value of these items here Do not include this amount as revenue in Part I or as an expense m Part II (See instructions m Part III ) 82b 1 , 365 , 210 .

83 a Did the organization comply with the public inspection requirements for returns and exemption applications? 83a X b Did the organization comply with the disclosure requirements relating to quid pro quo contnbutions9 83b X

84 a Did the organization solicit any contributions or gifts that were not tax deductibles 84a K b If "Yes ; did the organization include with every solicitation an express statement that such contributions or gaits were not

NBA . . 8ab tax deductible? 85 501(c)(4), (5), or (6) organizations. a Were substantially all dues nondeductible by members? NBA 85a

b Did the organization make only in-house lobbying expenditures of $2,000 or less? NBA 85b If 'Yes' was answered to either 85a or 85b, do not complete 85c through 85h below unless the organization received a waiver for proxy tax owed for the prior year.

c Dues, assessments, and similar amounts from members 85c N/A d Section 162(e) lobbying and political expenditures 85d N/A e Aggregate nondeductible amount of section 6033(e)(1)(A) dues notices 85e N/A f Taxable amount of lobbying and political expenditures (line SSd less 85e) 85f N/A p Does the organization elect to pay the section 6033(e) tax on the amount on line 85f9 N/A 85 h If section 6033(e)(1)(A) dues notices were sent, does the organization agree to add the amount on line 85f to its reasonable estimate of dues

allocable to nondeductible lobbying and political expenditures for the following tax year? NBA 85h 86 501(c)(7) organizations. Enter' a Initiation fees and capital contributions included on line 12 86a N/A

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

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

88 At any time during the year, did the organization own a 50% or greater interest m a taxable corporation or partnership, or an entity disregarded as separate from the organization under Regulations sections 301 .7701-2 and 3017701-3? If 'Yes, "complete Part IX 88 X

89 a 501(c)(3) organizations. Enter' Amount of tax imposed on the organization during the year under' section 4911 101, D " , section 4912 " D . , section 4955 " D

b 501(c)(3) and 501(c)(4) organizations. Did the organization engage in any section 4958 excess benefit transaction during the year or did it become aware of an excess benefit transaction from a prior year? If "Yes ; attach a statement explaining each transaction . . 8913 X

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

d Enter Amount of tax on line 89c, above, reimbursed by the organization " 0 90 a List the states with which a copy of this return is fled 00, INDIANA

b Number of employees employed in the pay period that includes March 12, 2002 90b 322 91 The books are in care of 1110- JUDITH SIKORA Telephoneno " 219-757-1900

Locatedat " 8400 LOUISIANA STREET, MERRILLVILLE, IN- - ZAP+a " 46410

r

SQU'T"LAICE/TRI-CITY MANAGEMENT " ' Form 990(2002) CORPORATION D/B/A GEMINUS CORPORATION Part 'y1 Analysis of Income-Producing Activities (See page 31 of the instructions .) Note: Enter gross amounts unless otherwise Unrelated business income Excluded b section 512, si

indicated. Business Amount eion Amount 93 Program service revenue: code

a code

MGMT & ADMIN . SERV . b CHILD MENTAL HEALTH c SUBSTANCE ABUSE (CBHN) d DIVERSION e PREVENTION f Medicare/Medicaid payments p Fees and contracts from government agencies

94 Membership dues and assessments 95 Interest on savings and temporary cash investments 14 96 Dividends and Interest from securities 97 Net rental income or (loss) from real estate

a debt-financed property 531120 -6 r 847 . b not debt-financed property 16

98 Net rental income or (loss) from personal property 99 Other investment income 100 Gam or (loss) from sales of assets

other than inventory 18 101 Net income or (loss) from special events 102 Gross profit or (loss) from sales of inventory 103 Other revenue

OTHER REV. EXEMPT PURP . b c d

f^^ ~ i . ��~~ 104 Subtotal (add columns (B), (D), and (E)) ~ . . . . . . . . . . . . . . . . . . . . -6 , 847

105 Total (add line 104, columns (8), (D), and (E)) Note : Line 105 plus line 1d, Part l, should equal the amount on line 12, Pert l.

J r Z V 1 r Z V J .

2,191,879 . 8,741,072 .

441,852 . 1,932,679 .

256,324 . 438,013 .

3,624 .

-3,177 .

5,889 .

J .1 i i fv v i ji v v .

17,609,275 .

14490128 785925 822821 .001 2002 .0801

35-1859562

(E) Related or exempt function income

126,502 .

Part Relationship of Activities to the Accomplishment of Exempt Purposes (see page 32 of the instructions) Line No . Explain how each activity for which income is reported m column (E) of Part VII contributed importantly to the accomplishment of the organization's

exempt purposes (other than by providing funds for such purposes) SEE STATEMENT 14

Information Regarding Taxable Subsidiaries and Disregarded Entities (See page 32 of the instructions) A B

Cl Name, address, and EIN of corporation, Percentage of Nature ofactivities Tota(0) inome End-op-year

artnershi ordisregarded enti ownershi interest assets

N/A % o

(a) Did the organization, during the year, receive any funds, directly or indirectly, (b) Did the organization, during the year, pay premiums, directly or indirectly, on Note : H "Yes" to ( b ) , file Form 8870 and Form 4720 see instructions)._

Under penalties of perjury, I declare that I have examined this return, Including accoi PI88S8 cortec dcomplete Declaration o preparer (other than oHlcerl Is based on all Info Sign Here ature of officer Date

Paid Preparer's signature 1 ,G~,4

Preparer's F, �� ,a~e �,~~� CROW IZEK AND COMPM Use Only yours it

self-employed, ' 7 0 YttT MADISON ST . , SL; 223161 address, and m_~,j_m ZIP .n CHICAGO . IL 60602-4205

Total number of others receiving over $50,000 for professional services " I 0 z2a1o1/o1-zz-a3 LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990 and Form 990-EZ . Schedule A (Form 990 or 990-EZ) 2002


SCHEDULER Organization Exempt Under Section 501(c)(3) OMB No.1545-0047

(Form 890 or 990-EZ) (Except Private Foundation) and Section 501(e), 501(f), 501(k), 501(n), or Section 4947(a)(1) Nonexempt Charitable Trust

2002 Department Supplementary Information-(See separate instructions.) Internal Revenue Service 100. MUST be completed by the above organizations and attached to their Form 990 or 990-EZ Name of the organization SOUTHLAKE /TRI-C ITY MANAGEMENT Employer Identification number

CORPORATION D/B/A GEMINUS CORPORATION 1 35 1859562 1 Compensation of the Five Highest Paid Employees Other Than Officers, Directors, and Trustees

(See page 1 of the instructions List each one. If there are none, enter 'None.') (a) Name and address of each employee paid I (b) Title and average hours I Icdl Contributions co I (e) Expense

per week devoted to (c) Compensation P e~l9y& d ~" account and other more than $50,000 position compensation allowances

JUDITH SIKORA P FINANCE

MERRILLVILLE, IN 4641 0- T40 88,868 . 7,148 . 0 .

SANFORD KAUFFMAN RESIDENT

MERRILLVILLE, IN 46410 40 98,396 . 8,358 . 0 .

WALTER GUSTOFSON P INFO SYST .

MERRILLVILLE, IN 46410 40 107,877 . 9,562 . 0 .

MIMI GARDNER-SUGGS P/DIR CAF

MERRILLVILLE IN 46410 40 88 , 040 . 0 . 0 .

JOHN BOEREMA P MGR-IS

MERRILLVILLE IN 46410 40 75 1 716 . 0 . 0 . Total number of other employees paid over $50 000 . 7 7T

If Compensation of the Five Highest Paid Independent Contractors for Professional Services (See page 2 of the instructions List each one (whether individuals or firms) If there are none, enter 'None!)

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

NONE

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

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8


" ,S~?'H,LAKE/TRI-CITY MANAGEMENT "" Schedule A(Form990or990-EZ)2002 CORPORATION D/B/A GEMINUS CORPORATION 35-1859562 Page2

Statements About Activities (See page 2 of the instructions) Yes No

1 During the year, has the organization attempted to influence national, state, or local legislation, including any attempt to influence public opinion on a legislative matter or referendum? If "Yes,° enter the total expenses paid or incurred in connection with the lobbying activities " $ $ (Must equal amounts on line 38, Part VI-A, or line i of Part VI-B ) 1 X Organizations that made an election under section 501(h) by filing Form 5768 must complete Part VI-A . Other organizations checking 'Yes ; must complete Part VI-B AND attach a statement giving a detailed description of the lobbying activities

2 During the year, has the organization, either directly or indirectly, engaged in any of the following acts with any substantial contributors, trustees, directors, officers, creators, key employees, or members of their families, or with any taxable organization with which any such person is affiliated as an officer, director, trustee, majority owner, or principal beneficiary? (If the answer to any question is "Yes," attach a detailed statement explaining the transactions)

a Sate, exchange, or leasing of property 2a X

b Lending of money or other extension of credit? I 2b I

c Furnishing of goods, services, or facilities? 1 2c

d Payment of compensation (or payment or reimbursement of expenses if more than $1,000)? 1 2d

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

3 Does the organization make grants for scholarships, fellowships, student loans, etc ? (See Note below ) 3 4 Do you have a section 403(b) annuity plan for your employees 4 X Note : Attach a statement to explain how the organization determines that individuals or organizations receiving grants or loans from it m furtherance of it charitable programs "qualify" to receive payments.

} (V I Reason for Non-Private Foundation Status (See pages 3 through 5 of the instructions .) The organization is not a private foundation because it is- (Please check only ONE applicable box.)

5 0 A church, convention of churches, or association of churches . Section 170(b)(1)(A)(i) 6 0 A school Section 170(b)(1)(A)(u) (Also complete Part V ) 7 0 A hospital or a cooperative hospital service organization . Section 170(b)(1)(A)(m) 8 ~ A Federal, state, or local government or governmental unit Section 170(b)(1)(A)(v) . 9 ~ A medical research organization operated m conjunction with a hospital Section 170(b)(1 )(A)(iii) . Enter the hospital's name, city,

and state 011, 10 D An organization operated for the benefit of a college or university owned or operated by a governmental unit Section 170(b)(1)(A)(iv)

(Also complete the Support Schedule m Part IV-A ) 11a 0 An organization that normally receives a substantial part of its support from a governmental unit or from the general public

Section 170(b)(1)(A)(vQ . (Also complete the Support Schedule in Part IV-A ) 11b D A community trust . Section 170(b)(1)(A)(vQ (Also complete the Support Schedule m Part IV-A ) 12 0 An organization that normally receives . (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its charitable, etc , functions - subject to certain exceptions, and (2) no more than 331/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975 See section 509(a)(2) . (Also complete the Support Schedule m Part IV-A )

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

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

Line (a) Name(s) of supported organization(s) (b) from abover

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

223111 01-22-03

d Add . Line 27a total and line 27b total I 27d N / ti e Public support (line 27c total minus line 27d total) 1 27e N/A

f Total support for section 509(a)(2) test Enter amount on line 23, column (e) 1 27f N/A p Public support percentage (line 27e (numerator) divided by line 27f (denominator)) 1 27 N/A h Investment income percentage line 18 column e numerator divided b line 27f (denominator)) 1 27h N/A

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

223121 of-22-a3 NONE Schedule A (Form sso or sso-M 2002 9


.SOMPTI3LAKE/TRI-CITY MANAGEMENT Schedule A(Form990or990-EZ)2002 CORPORATION D/B/A GEMINUS CORPORATION 35-1859562 Page 3 e8 jVSupport Schedule (Complete only if you checked a box on line 10, 11, or 12 .) Use cash method of accounting .

Note: You ma use the worksheet in the instructions for convertor from the accrual to the cash method of accounting. Calendar year (or fiscal year be g in nin in " (a) 2001 (b) 2000 (c) 1999 (d) 1998 (e) Total 15

received (Do and contributions

rants Seeline 28 10 355 555 . 7 , 662 , 538 . 7 , 438 , 657 . 6 r 419 , 554 . 31 876 304 . 16 Membershi p fees received 17 Gross receipts from admissions,

merchandise sold or services performed, orfurnishing of facilities in any activity that is related to the organization's charitable,etc,purpose 16 935 226 .14 934 726 . 9 818 711 . 9 r 175 , 552 . 50 864 215 .

18 Gross income from interest, dividends, amounts received from payments on securities loans (section 512(a)(5)), rents, royalties, and unrelated business taxable income (less section 511 taxes) from businesses acquired by the organization after June 3o, 1975 -6 , 473 . 22 , 291 . 71 , 062 . 68 , 682 . 155 562 .

19 Net income from unrelated business activities not included in line 18 -49 , 267 . -34,720 . -10 , 640 . -94 , 627 .

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

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

22 Other income Attach a schedule SEE STATEMENT 15 ~a e of capital assets r (loss) from 54 , 649 . 88 , 523 . 35 , 166 . 32 1 469 . 210 , 807 .

23 Total oflines l5through 22 27 289 690 .22 673 358 .17 352 956 .15 696 257 . 83 012 261 . 24 Line 23minus line t7 10 354 464 . 7 , 738 , 632 . 7 , 534 , 245 . 6 , 520 , 705 . 32 148 046 . 25 Enter 1% ofline 23 272 897 . 226 734 . 173 530 . 156 963 . 26 Organizations described on lines 10 or 11 : a Enter 2% of amount m column (e), line 24 1 26a 642 1 961 . b Prepare a list for your records to show the name of and amount contributed by each person (other than a governmental

amt or publicly supported organization) whose total gifts for 1998 through 2001 exceeded the amount shown in line 26a Do not file this list with your return . Enter the sum of all these excess amounts 1 26b 0

c Total support for section 509(a)(1 ) test : Enter line 24, column (e) 1 2Bc 32 , 148 , 046 . d Add' Amounts from column (e) for lines 18 155,562 . 19 -94,6271_

22 210,807- . 26b 0- 26d 271 1 742 . e Public support (line 26c minus line 26d total) . . . " 26e 31 , 8 7 6 1 304 . f Public support percentage (line 26e (numerator) divided by line 26c (denominator)) 1 2Bt 99 .1547%

27 Organizations described an line 12 : a For amounts included in lines 15, 16, and 17 that were received from a 'disqualified person,' prepare a list for your records to show the name of, and total amounts received in each year from, each 'disqualified person! Do not file this list with your return . Enter the sum of such amounts for each year' N/A

(1999) (1998) (2001) (2000) . . . b For any amount included in line 17 that was received from each person (other than 'disqualified persons'), prepare a list for your records to show the name of,

and amount received for each year, that was more than the larger of (1) the amount on line 25 for the year or (2) $5,000 (Include in the list organizations described in lines 5 through 11, as well as individuals ) Do not file this list with your return . After computing the difference between the amount received and the larger amount described m (1) or (2), enter the sum of these differences (the excess amounts) for each year N/A

(1999) (1998) (2001) (2000) c Add : Amounts from column (e) for lines 15 16

17 20 21 1 1 27c ~ N/A

SLJ'I'FbLATCE/TRI-CITY MANAGEMENT " ft-m 990 or990-EZ) 2002 CORPORATION, D/B/A GEMINUS CORPORATION Private School Questionnaire (See page 7 of the instructions) (To be completed ONLY by schools that checked the box on line 6 in Part I

35-1859562 Page4 Schedule A N/A

No

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

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

1975-2 C B 587, covering racial nondiscrimination If "No,' attach an explanation

223131 01-22-03

10


29 Does the organization have a racially nondiscriminatory policy toward students by statement in its charter, bylaws, other governing instrument, or in a resolution of its governing body?

30 Does the organization include a statement of its racially nondiscriminatory policy toward students in all its brochures, catalogues, and other written communications with the public dealing with student admissions, programs, and scholarships

31 Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media during the period of solicitation for students, or during the registration period if it has no solicitation program, in a way that makes the policy known to all parts of the general community it serves? If 'Yes," please describe ; if'No ; please explain (If you need more space, attach a separate statement .)

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

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

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

33 Does the organization discriminate by race in any way with respect to : a Students' rights or privileges? b Admissions policies c Employment of faculty or administrative staff? d Scholarships or other financial assistance? e Educational policies f Use of facilities? g Athletic programs? . . h Other extracurricular activities? _

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

Schedule A (Form 990 or 990-EZ) 2002

" .SOWY~,LAKE/TRI-CITY MANAGEMENT 990or990-EZ)2002 CORPORATION, D/B/A GEMINUS CORPORATION Lobbying Expenditures by Electing Public Charities (See page 9 of the instructions .) (7o be completed ONLY by an eligible orqamzation that filed Form 5768)

35-1859562 Pages Schedule A

(a) Affiliated group

totals

N/A

(b) To be completed for ALL electing organizations

40

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

Lobbying Expenditures During 4-Year Averaging Period N/A Calendar year (or (a) (b) (c) (d) (e) fiscal year beginning In) 1 2002 2001 2000 1999 Total

45 Lobbying nontaxable amount 0

48 Lobbying ceiling amount 150% of line 45 (e ))

47 Total lobbying expenditures

48 Grassroots nontaxable amount 0

49 Grassroots ceiling amount 150% of line 48 (e )) 0 .

50 Grassroots lobbying expenditures 0-. . .

Pa A-8 Lobbying Activity by Nonelecting Public Charities (For reporting only by organizations that did not complete Part VI-A) (See page 11 of the instructions )

During the year, did the organization attempt to influence national, state or local legislation, including any attempt to Yes No Amount

influence public opinion on a legislative matter or referendum, through the use of a Volunteers X b Paid staff or management (Include compensation m expenses reported on lines c through h .) X c Media advertisements d Mailings to members, legislators, or the public e Publications, or published or broadcast statements K f Grants to other organizations for lobbying purposes K g Direct contact with legislators, their staffs, government officials, or a legislative body h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any other means K

I Total lobbying expenditures (Add lines c through h .) If 'Yes' to any of the above, also attach a statement giving a detailed description of the lobbying activities

oi3z za3 Schedule A (Form 990 or 990-EI) 2002 11


1 a I -I if the organization belongs to an affiliated arouo Check 1

Limits on Lobbying Expenditures

term 'Menditures' means amounts uaid or incurred

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

If the amount on line 40 Is - The lobbying nontaxable amount Is Not over $500,000 20% of the amount on line 40

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

Over $1,000,000 but not over $1,500,000 $175,000 plus 10% of the excess over $1,000,000

Over $1,500,000 but not over $17,000,000 $225,000 plus 5% of the excess over $1,500,000

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

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

N/A

38

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

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

(I) Cash 51 a (I) X (II) Other assets a(11) X

b Other transactions' (I) Sales or exchanges of assets with a nonchantable exempt organization b(l) X

(II) Purchases of assets from a noncharitable exempt organization b(II) X (III) Rental of facilities, equipment, or other assets b(III) X (Iv) Reimbursement arrangements b(lv) X (v) Loans or loan guarantees , . . b(v) X (vi) Performance of services or membership or fundraising solicitations b(vi) X

c Sharing of facilities, equipment, mailing fists, other assets, or paid employees d If the answer to any of the above is 'Yes,' complete the following schedule . Column (b) should always show the fair market value of the

goods, other assets, or services given by the reporting organization . If the organization received less than fair market value in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received N/A

(a) (b) (c) (d) Line no . Amount involved Name of nonchantable exempt organization Description of transfers, transactions, and sharing arrangements

52 a Is the organization directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described in section 501(c) of the Code (other than section 501(c)(3)) or m section 5277 lo- [--]Yes EXI No


.SOiTF;LAKE/TRI-CITY MANAGEMENT Schedule A(Form990or990-EZ)2002 CORPORATION D/B/A GEMINUS CORPORATION 35-1859562 Page 6

jjVVJ Information Regarding Transfers To and Transactions and Relationships With Noncharitable pa Exempt Organizations (See aaoe 12 of the instructions)

51 Did the reporting organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations'?

a Transfers from the reporting organization to a nonchantable exempt organization of: Yes No

ACTIVITY GROSS KIND AND LOCATION OF PROPERTY NUMBER RENTAL INCOME

OFFICE SPACE-7400 LOUISIANA 1 164,696 .

TOTAL TO FORM 990, PART I, LINE 6A 164,696 .

FORM 990 RENTAL EXPENSES STATEMENT 2

DESCRIPTION

RENTAL RELATED EXPENSES 174,720 . 1

TOTAL TO FORM 990, PART I, LINE 6B 174,720 .

15 STATEMENT S) 1, 2 14490128 785925 822821 .001 2002 .08010 SOUTHLAKE/TRI-CITY MANAGEME 8228211

SOUTHLAKE/TRI-CITE ,MANAGEMENT CORPORATIO "' '35-1859562

FORM 990 RENTAL INCOME STATEMENT 1

- SUBTOTAL -

ACTIVITY NUMBER AMOUNT TOTAL

174,720 .

SOUTHLAKE/TRI-CITE MANAGEMENT CORPORATIO 35-1859562

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

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

0 . 5,500 . 0 . 5,500 . 0 .

DATE DATE METHOD ACQUIRED SOLD ACQUIRED

VARIOUS VARIOUS PURCHASED

GROSS COST OR EXPENSE SALES PRICE OTHER BASIS OF SALE

0 . 17,214 .

DATE ACQUIRED

VARIOUS PURCHASED VARIOUS FURNITURE

TOTAL TO FORM 990, PART I, LINE 20 -108,598 .


DESCRIPTION

COMPUTER EQUIPEMENT

NAME OF BUYER

NONE

DESCRIPTION

HEAD START VEHICLES

NAME OF BUYER

NONE

DESCRIPTION

DATE DATE METHOD ACQUIRED SOLD ACQUIRED

VARIOUS VARIOUS PURCHASED

0 .

DATE SOLD

NET GAIN DEPREC OR (LOSS)

17,214 . 0 .

METHOD ACQUIRED

GROSS COST OR EXPENSE NET GAIN NAME OF BUYER SALES PRICE OTHER BASIS OF SALE DEPREC OR (LOSS)

13,384 . 26,768 . 0 . 19,273 . 5,889 .

TO FM 990, PART I, LN 8 13,384 . 49,482 . 0 . 41,987 . 5,889 .

FORM 990 OTHER CHANGES IN NET ASSETS OR FUND BALANCES STATEMENT 4

DESCRIPTION AMOUNT

BOOK TO TAX DIFFERENCE IN DEPRECIATION -108,598 .

FORM 990 OTHER EXPENSES STATEMENT 5

PROGRAM TOTAL SERVICES

505,223 . 501,230 .

(D)

FUNDRAISING

CONSULTING SERVICES CBHN PROVIDER SERVICES PREVENTION PROVIDER SERVICES OTHER PROFESSIONALS TEMP SERVICES & MICROFISCHING MISC PURCHASED SERVICES GENERAL AND ADMINISTRATIVE PROGRAM EXPENSES TOBACCO GRANT PROVIDER SERVICES LEAD INITIATIVE

8,813,965 .

489,407 . 1,883,359 .

104,039 .

974,888 .

354,325 . 526,995 .

252,124 .

8,884,187 .

493,306 . 1,898,364 .

104,868 .

982,655 .

451,659 . 553,554 .

254,133 . 2,009 .

GEMINUS CORPORATION SERVES AS A VEHICLE FOR THE DEVELOPMENT OF COLLABORATIVE RELATIONSHIPS IN SOCIAL SERVICE PROGRAM DEVELOPMENT IN THE AREAS OF CHILD WELFARE, EARLY CHILDHOOD DEVELOPMENT AND BEHAVIORAL HEALTH SERVICES .


SOUTHLAKE/TRI-CITY MANAGZMENT CORPORATIO - "" 35-1859562

DESCRIPTION

(C) MANAGEMENT AND GENERAL

3,993 .

70,222 .

3,899 . 15,005 .

829 .

7,767 .

97,334 . 26,559 .

PROVIDER SERVICES 33,658 . 33,392 . 266 . STAFF DEVELOPMENT 22,277 . 20,308 . 1,969 .

TOTAL TO FM 990, LN 43 14,183,884 . 13,954,032 . 229,852 .

FORM 990 STATEMENT OF ORGANIZATION'S PRIMARY EXEMPT PURPOSE STATEMENT 6 PART III

EXPLANATION

GRANTS EXPENSES

TO FORM 990, PART III, LINE C 8,620,012 .

DESCRIPTION OF PROGRAM SERVICE FOUR

PREVENTION SERVICES - THIS IS A SERIES OF PROGRAMS WHICH ARE GRANT FUNDED THROUGH THE INDIANA DIVISION OF MENTAL HEALTH AND ADDICTIONS AND OTHER SOURCES AIMED AT PREVENTION OF ALCOHOL, TOBACCO AND DRUG USE IN ADOLESCENTS AGED 11-14 . THE PROGRAM ALSO FUNDS COMMUNITY DEVELOPMENT OF SUBSTANCE PREVENTION PROGRAMMING .

TO FORM 990, PART III, LINE D

CHILD MENTAL HEALTH INITIATIVE - THIS PROGRAM IS FUNDED BY A FEDERALLY COMPETITIVE GRANT WITH THE GOAL OF DEVELOPING SYSTEMS OF CARE FOR SEVERLY DISTURBED CHILDREN AND ADOLESCENTS . 1,851,084 . OTHER PROGRAMS INCLUDE : DIVORSE EDUCATION 7,758 .

18 STATEMENT S) 7, 8, 9 14490128 785925 822821 .001 2002 .08010 SOUTHLAKE/TRI-CITY MANAGEME 8228211

SOUTHLAKE/TRI-CITE MANAGEMENT CORPORATIO ^ " 35-1859562

FORM 990 STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS STATEMENT 7

DESCRIPTION OF PROGRAM SERVICE THREE

GEMINUS IS A MANAGED CARE PROVIDER UNDER A CONTRACT WITH THE INDIANA DIVISION OF MENTAL HEALTH AND ADDICTIONS . GEMINUS SUBCONTRACTS SERVICES TO SIX MENTAL HEALTH CENTERS IN LAKE, PORTER, STARK, LAPORTE AND ELKHART COUNTIES . 10,630 CLIENTS WERE ENROLLED THROUGH THE CBHN NETWORK IN FISCAL YEAR 2003 .

FORM 990 STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS STATEMENT 8

GRANTS EXPENSES

1,661,002 .

FORM 990 OTHER PROGRAM SERVICES STATEMENT 9

GRANTS AND DESCRIPTION ALLOCATIONS EXPENSES

2,827,474 . TOTAL TO FORM 990, PART III, LINE E

FORM 990 NON-GOVERNMENT SECURITIES STATEMENT 10

OTHER PUBLICLY TOTAL

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

TAXABLE BONDS 13,372 . 13,372 .

TO 990, LN 54 COL B 13,372 . 13,372 .

FORM 990 OTHER REVENUE NOT INCLUDED ON FORM 990 STATEMENT 11

TOTAL TO FORM 990, PART IV-A 174,720 .

SOUTHLAKE COMMUNITY CENTER FOR MENTAL HEALTH X TRI-CITY COMPREHENSIVE COMMUNITY MENTAL HEALTH X CENTER OAKLAWN PSYCHIATRIC CENTER, INC . X

19 STATEMENT S) 9, 10, 11, 12, 13 14490128 785925 822821 .001 2002 .08010 SOUTHLAKE/TRI-CITY MANAGEME 8228211

SOUTHLAKE/TRI-CITY MANAGEMENT CORPORATIO

ADOLESCENT RESIDENTIAL DIVERSION CASE MANAGEMENT CCDF VOUCHER PROGRAM

" ' - 35-1859562

444,750 . 523,882 .

DESCRIPTION

RENTAL INCOME RELATED EXPENSES

AMOUNT

174,720 .

FORM 990 OTHER EXPENSES NOT INCLUDED ON FORM 990 STATEMENT 12

DESCRIPTION AMOUNT

RENTAL INCOME RELATED EXPENSES 174,720 . DEPRECIATION EXPENSE BOOK TO TAX DIFFERENCE 108,598 .

TOTAL TO FORM 990, PART IV-B 283,318 .

FORM 990 IDENTIFICATION OF RELATED ORGANIZATIONS STATEMENT 13 PART VI, LINE 80B

NAME OF ORGANIZATION EXEMPT NONEXEMPT

SOUTHLAKE/TRI-CITE MANAGEMENT CORPORATIO 35-1859562


FORM 990 PART VIII - RELATIONSHIP OF ACTIVITIES TO STATEMENT 14 ACCOMPLISHMENT OF EXEMPT PURPOSES

LINE EXPLANATION OF RELATIONSHIP OF ACTIVITIES

93A THE ORGANIZATION PROVIDED MANAGEMENT AND ADMINISTRATIVE SERVICES TO THREE NOT-FOR-PROFIT ORGANIZATIONS . THESE ORGANIZATIONS ARE EXEMPT UNDER CODE SECTION 501(C)(3) .

93B THE ORGANIZATION SERVES AS A LOCAL ADMINISTRATOR FOR THE CHILD MENTAL HEALTH INITIATIVE .

93C THE ORGANIZATION SERVES AS A BEHAVIORAL HEALTH MANAGED CARE ORGANIZATION .

93D, THE ORGANIZATION PROVIDES EVALUATION AND COUNSELING SERVICES TO 93E, ADOLESCENTS THAT ARE AT RISK OF OUT-OF-THE-HOME PLACEMENT, SUBSTANCE

ABUSE PREVENTION AND EDUCATION SERVICES, AND COMPREHENSIVE EVALUATION AND REFERRAL OF CHILDREN WITH MENTAL HEALTH DISORDERS .

93F THE ORGANIZATION RECEIVED FUNDING FROM MEDICAID TO PROVIDE NON-CLIENT SPECIFIC TRAINING AND OUTREACH TO CONNECT THE PUBLIC WITH MEDICAID RESOURCES .

93G THE ORGANIZATION SERVES AS THE GRANTEE FOR HEAD START FUNDS FOR LAKE AND PORTER COUNTIES IN INDIANA . THIS IS A FEDERALLY FUNDED PROGRAM WHICH PROVIDES FOR PRESCHOOL PROGRAMS FOR CHILDREN WHO ARE BETWEEN AGES 3-5 AND INCOME ELIGIBLE .

103A OTHER REVENUE RECEIVED WHILE CONDUCTING THE ORGANIZATIONS EXEMPT PURPOSE .

SCHEDULE A OTHER INCOME STATEMENT 15

2001 2000 1999 1998 DESCRIPTION AMOUNT AMOUNT AMOUNT AMOUNT

MISC . INCOME 54,649 . 88,523 . 35,166 . 32,469 .

TOTAL TO SCHEDULE A, LINE 22 54,649 . 88,523 . 35,166 . 32,469 .

J

EIN# : 35-1859562

X

Southlake/Tri-City Management Corp. d.b.a . Geminus Corp Form 990, Return of Organization Exempt From Income Tax 6/30/2003

Statement # &

Beginning Ending Balance Additions Disposals Balance

Buildings 4,350,641 7,675 - 4,358,316 Moveable Equimpent 1,867,317 154,405 (32,268) 1,989,454

Moveable Equimpent - Head Start 4,117,800 409,653 (17,214) 4,510,239

Leasehold Improvements 657,773 165,212 822,985 10,993,531 736,945 (49,482) 11,680,994

Beginning Ending Accumulated Depreciation Balance Additions Disposals Balance

Buildings 409,799 217,555 .84 - 627,355 Moveable Equimpent 1,223,586 214,700.86 (24,772 .82) 1,413,514 Moveable Equimpent - Head Start 2,543,313 651,611 (17,214) 3,177,710

Leasehold Improvements 53,276 71,324 124,600 4,229,974 1,155,192 (41,987) 5,343,179

Total Net Book Value 6,763,557 (418,247) (7,495) 6,337,816

Part 11, Statement of Functional Expenses Line 42, Depreciation, Depletion, etc . 1,009,925 Book to Tax Depreciaton Adjustment 108,598 Depreciation reported on Form 990-T 36,669

Total Book Depreciation 1,155,192

Part IV, Balance Sheets Line 57a, Land Buildings and Equipment, bass 11,680,994 Line 57b, Less : accumulated depreciation (5,343,179) Line 57c, End of Year Balance 6,337,816

C . 1

~ . . ~,

SECOND AMENDED AND RESTATED BYLAWS

OF

SOUTHLAKELTRI-CITY MANAGEMENT CORP.

The undersigned members of the Board of Directors of SOUTHLAKE/TRI-CITY

MANAGEMENT CORP., a nonprofit publicbenefit corporation (the "Corporation"), submit

these Second Amended and Restated Bylaws of Southlake/Tri-City Management Corp., to

supersede and take the place of the previously existing Bylaws of the Corporation adopted

under the Indiana Nonprofit Corporation Act of i99i, as amended (hereinafter "Act"), and

certify that the exact text of the Bylaws of the Corporation, as amended (hereinafter the

"Bylaws"), now is as follows :

ARTICLE I t._

CORPORATION NAME AND PURPOSES

Section i.i . Name. The name of the Corporation shall be SOUTHLAKE/TRI-

CITY 1VIANAGEMENT CORP.

Section l.2 . Objectives and Purposes . The Corporation is organized exclusively for

religious, charitable, educational and scientific purposes, including for such purposes, the

malting of distributions to organizations that qualify as exempt organizations under

5oi(c)(3) of the Internal Revenue Code of 1986, as amended or recodified, or corresponding

section of any future federal tax code . The Corporation shall at all times operate consistent

with the mission and objectives of Corporate Members as defined by the Corporate

i.2-g To develop, organize and operate activities which promote the health, safety, education, development and general welfare of economically disadvantaged children, and the improvement of their social, community and familial environments, including without limitation working to prevent and treat the mental health illnesses, drug and alcohol abuse, behavioral disorders, and/or

C 2

Members from time to time and with reference to particular situations as they may arise.

The Corporation is further organized for the following specific purposes :

i.2-a To promote improvement of the facilities and services of Southlake Community Mental Health Center, Inc. (hereinafter "Southlake") and TYi-City Comprehensive Community Mental Health Center, Inc. (hereinafter '"Tri- City"), both of which are Indiana not-for-profit corporations and qualified under Section 5oi(c)(3) of the internal Revenue Code of 1986, as amended or recodified, (hereinafter referred to as the "Corporate Members"), or their successor or successors .

1.2-b To develop, organize, and operate activities of mutual benefit to the Corporate Members and consolidate certain services of the Corporate Members.

i.2-c To provide financial assistance for the improvement of the health, safety and general welfare and to aid in the alleviation of human suffering of all those persons now, heretofore, or hereafter connected with or using in any manner the facilities or services of the Corporate Members or their successor or successors .

i.2-d To aid and promote education and scientific research in the advancement of

C knowledge relating to the discovery, prevention and treatment of mental health illnesses, drug and alcohol abuse, and other actions to aid and promote the care of the sick, aged and helpless without regard to or discrimination as to age, sex, race, religion or national origin.

i.2-e To own or acquire in any lawful manner and to manage and operate health and human services programs or facilities complementary to or in aid of the purposes of the Corporate Members.

i.2-f To develop, organize and operate activities which consolidate certain services of and/or promote efficiencies in the services provided by organizations exempt from Federal income tax under ' 5oi(c)(3) of the Internal Revenue Code of 1986, as amended or recodified, the charitable purposes of which organizations are to provide services related to the prevention and treatment of mental health illnesses, drug and alcohol abuse, behavioral disorders, and/or other care of the sick, aged and helpless.

ARTICLE II

3

1

other illnesses or infirmities impacting the social, community and/or familial environments of such children .

i.2-h To develop, organize and operate activities which promote the health, safety, education, development general welfare, and/or alleviation of human suffering of the underprivileged and/or disadvantaged members of society, including without limitation children, the aged, and the impoverished.

i.2-i Solely in furtherance of the aforesaid purposes, to transact any and all lawful business for which corporations maybe incorporated under the Act provided such business is not inconsistent with the Corporation being organized and operated exclusively for charitable, scientific and educational purposes.

1.2-j To operate the Corporation exclusively for charitable, educational, and scientific purposes as hereinabove expressed In this regard, the Corporation shall be operated in such a manner so as to qualify for tax exemption under 5oi(c)(3) of the Internal Revenue Code of 1986 or the corresponding

provisions of any future United States Internal Revenue Law. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to make distributions to its not-for-profit, tax-exempt Corporate Members to the extent permitted pursuant to the provisions of the Indiana Nonprofit Corporation Act of i99i, (hereinafter referred to as the AAct@), I.C . 23-i7 et

~` seq. and further provided that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered. No substantial part of the activities of the Corporation shall be for the purpose of carrying on propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or otherwise intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office .

1.2-k Notwithstanding any other provisions of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on either by a corporation exempt from Federal income tax under '501(c)(3) ofthe Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Code) or by a corporation contributions to which are deductible under '170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).

i.2-1 The Corporation shall also have such other powers as are now or may hereafter be granted by the Act.

, " S , . ,

as a Member of the Corporation at any time upon reasonable notice to the Board of

Directors, subject to any conditions and provisions respecting such withdrawal as may be

set forth in any joint venture agreement entered into by the Corporate Members. The

withdrawal and resignation of a Corporate Member does not relieve the Corporate Member

from any obligations the Corporate Member may have to the Corporation as a result of

4

C CORPORATE MEMBERS

Section 2.1 Number and Eligibility. There shall be two (2) members of this

Corporation who shall be known as the "Corporate Members" and such Corporate Members

shall be Southlake and Tri-City, both of which are Indiana not-for-profit corporations and

tax-exempt corporations under ' Soi(c)(3) of the Internal Revenue Code of 1986, as

amended or recodified.

Section 2.2 Apnointment of Officers Directors. Etc. to Act on Behalf of the

Corporate Members. Each Corporate Member may appoint an Officer(s), Director(s), or

anyone else to act on its behalf in the capacity of Corporate Member of this Corporation.

Section 2.1 Transfer . No Corporate Member may transfer all or any part of its

membership in the Corporation except upon the mutual written agreement of all Corporate

,~ Members, which written agreement shall set forth the terms of the transfer and which terms

shall be in conformity with the provisions of these Articles of Incorporation and the

Corporation's Bylaws. No transfer of all or any part of any membership in the Corporation

may be made to any third party unless such third party is a nonprofit organization that is

exempt from taxation under Section 5o1(c)(3) of the Internal Revenue Code of 1986, as

amended or recodified .

Section 2.4 Withdrawal . A Corporate Member may voluntarily withdraw and resign

Corporation.

C 5

obligations incurred or commitments made before such resignation, including any unpaid

dues, fees or assessments.

Section 2.5 ulsion. A Corporate Member may be expelled as a Member of the

Corporation for cause only upon the unanimous vote of the remaining Corporate Members,

and subject to any conditions and provisions respecting such expulsion as may be set forth

in any joint venture agreement entered into by the Corporate Members, pursuant to a

procedure that is fair and reasonable and carried out in good faith, as provided by law.

Sufficient cause for suspension or termination of membership shall include, but not be

limited to, violation of these Bylaws, nonpayment of dues, fees or assessments, if any,

violation of any lawful rule or practice duly adopted by the Corporation, or any other

conduct prejudicial to the interests of the Corporation.

ARTICLE III

MEETINGS OF CORPORATE MEMBERS

Section 3.1 Place of Meetins. Meetings of the Corporate Members shall be held at

such time, date and place, both within or without the State of Indiana, as shall be specified

by the Corporate Members from time to time.

Section 3.2 Annual Meeting. The annual meeting of the Corporate Members shall

be held in the fourth quarter of each fiscal year unless the Corporate Members determine

otherwise and notify the Board of Directors not less than five (5) days prior to the earlier of

the scheduled or rescheduled date of the annual meeting.

Section 3.3 Special Meetings. Special meetings of the Corporate Members maybe

called by the Chairperson, the President, or the majority of the voting Directors of the

may participate in a meeting by means of conference telephone or similar communications

6

Section 3.4 Notice and Waiver . Notice of meetings shall be mailed by or at the

direction of the Secretary to the President, the Corporate Members and to each Director,

addressed to their residence or usual place of business, at least three (3) days before the day

on which such meeting is to be held.

Notice maybe waived in writing by the Corporate Members, either before or after the

meeting. Any meeting of the Corporate Members shall be a legal meeting without any

notice thereof having been given if a representative of each Corporate Member shall be

present thereat. Neither the business to be transacted at, nor the purpose of, any regular or

special meeting of the Corporate Members need be specified in the notice or waiver of

notice of such meeting.

Section .,A .s Action by Written Consent. Any action required or permitted to be

taken at a meeting of the membership may be taken without a meeting if a consent in

writing, setting forth the action so taken, shall be signed by the Corporate Members.

Section -q.6 Order of Business at Annual Meeting. The order of business at the

annual meeting of the Corporate Members shall be as follows:

a. Roll Call ; b. Reading of Minutes; c. Reports of Officers; d. Election of Directors; e. Transaction of other business ; f. Adjournment;

provided, that in the absence of any objection, the presiding officer may vary the order of

business.

Section 3.7 Meetings by Telecommunications Device. The Corporate Members

4.2-f Approve the acquisition, sale, lease, transfer or other alienation of property of the Corporation, other than in the usual and regular course of the Corporation's business, when such acquisition, sale, lease, transfer or other

~ equipment if all persons participating in the meeting can hear each other simultaneously, `-

and participation in such meeting in such manner can constitute presence in person at such

meeting.

ARTICLE N

BOARD OF DIRECTORS

Section 4.i Powers and Responsibilities . The business, property and affairs of the

Corporation shall be managed and controlled by the Board of Directors in accordance with

the policies established by the Corporate Members. The Board of Directors shall bear

ultimate responsibility for the operation and maintenance of the Corporation. The Board of

Directors accepts or rejects major gifts to the Corporation.

Section 4.2 Limitation of Powers . Unless otherwise changed by the Corporate

Members by an amendment to these Articles, the following powers and matters shall be

`" reserved to and require the approval of the Corporate Members:

4.2-a Approve, interpret and change any statement of mission, philosophy, role and purpose of the Corporation .

4.2-b Approve and amend the Bylaws and Articles of Incorporation of the Corporation.

4.2-c Fix the number, appoint and remove, with or without cause, any Director of the Corporation, provided, however, that only the Corporate Member appointing such Director shall have the authority to remove such Director .

4.2-d Approve the merger, dissolution, consolidation or reorganization of the Corporation .

4.2-e Approve the formation of other entities by the Corporation.

of members not fewer than four (4) nor more than twelve (12) in number as shall from time

to time be prescribed in these Bylaws but at all times the number of Directors shall be a

number divisible by two into the two (2) equal classes hereinafter described. There shall be

two (2) equal classes of Directors, namely the Southlake Directors and the Tri-City

Directors. On the effective date of these Bylaws, the exact number of members of the Board

of Directors is four (4). Each Corporate Member shall be entitled to appoint one-half (2) of

the members of the Board of Directors. The Southlake Directors shall be appointed by the

Southlake Corporate Member and the Tri-City Directors shall be appointed by the Tri-City

Corporate Member. The Directors shall have such other qualifications as may be specified

from time to time in the Articles of Incorporation or Bylaws of the Corporation or as

C 8

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alienation is above specified financial levels set in accordance with policies established from time to time by the Corporate Members.

4.2-g Approve the disposition of assets of the Corporation at the time of its dissolution.

Section a.s Eligibili and Qualification. Directors shall be elected at an annual or

special meeting of the Corporate Members called for that purpose where both Corporate

Members are present. To be eligible for Board membership, a Director candidate shall:

4~3-a Exemplify basic qualities of honesty, integrity, justice and sound moral character;

4~3-b Be committed to uphold the purposes, philosophy and general policy of the Corporation as stated in the Articles of Incorporation and Bylaws, have the willingness and ability to devote necessary time to the Board activities, and be able to apply experience and expertise to Board decisions objectively and realistically; and

4~3-c Recognize the confidential character of information discussed at Board meetings.

'" Section 4.a Number and Classes. The Board of Directors shall consist of a number

a two (2) year term and shall be appointed on a biannual basis by the Corporate Members.

The appointment of the Chairperson shall be alternated every two (2) years between each of

the Corporate Members, with the Southlake Corporate Member first appointing the

Chairperson, followed by the Tri-City Corporate Member appointing the Chairperson of the

Board for the succeeding two-year term, and then going back to the Southlake Corporate

Member, and so on. This process shall continue to allow for such alternating appointments

until these Bylaws are changed to provide otherwise. The Board of Directors may appoint a

President to act in concert with the Board of Directors and the Chairperson in carrying out

the purposes and activities of the Corporation. The President may be selected from among

C. 9

. . , "

required by law. The Board of Directors shall be comprised of those persons selected by the

Corporate Members of the Corporation and shall serve as Directors of the Corporation in

accordance with the terms set out below. Further, each Corporate Member may, at anytime

and without cause, remove or replace those Directors initially or subsequently appointed by

said Corporate Member when, at the sole discretion of the Corporate Member, said removal

or replacement is deemed to be in the best interest of the Corporation.

Section 4.s Vacancies. Vacancies in the Board of Directors shall be filled by the

Corporate Member who appointed the director whose vacancy is to be filled.

Section 4.6 Election and Term. Voting members of the Board of Directors shall be

elected at the annual meeting of the Corporate Members of the Corporation for a term of

three (3) years or until his/her successor is elected. Notwithstanding the immediately

preceding sentence, a Corporate Member may at anytime replace or remove a Director as

set forth in Sections 4~4, 4~5, and 4. 10 of these Bylaws.

Section 4.~ . Appointment of Officers . The Chairperson of the Board shall serve for

performance of said officer's or agent's duties.

C., 10

., . . "

the Directors but such selection shall not in any manner affect said Director's rights or

position as a Board member. In the event the President so appointed is not a Director, then

such President shall be entitled to attend all meetings of the Board and its committees

unless otherwise excused by the Board or the chairman of any Board committee but said

President shall not be entitled to a vote at Board or Board Committee meetings. In

addition, the Board of Directors shall annually elect a ice Chairperson, a Secretary and a

Treasurer from among the Directors, and all such officers shall be voting members of the

Board. One person may serve both as Secretary and Treasurer if the Board of Directors so

desires.

Section 4.8 Power to Appoint Other Officers and Agents. The Board of Directors

shall have power to appoint such other officers and agents as the Board may deem necessary

for transaction of the affairs of the Corporation.

Section 4.9 Removal of Officers and Directors. Any officer or agent may be

removed by the Board of Directors whenever, in the judgment of the Board, the best

interests of the Corporation will be served thereby, except that: the Chairperson may not be

removed without the unanimous consent of the Corporate Members; and the President may

be removed in the manner described in Article VIII, Section 8.3 of these Bylaws.

Section 4. io Removal of Directors. Any Director maybe removed at anytime, with

or without cause, by the Corporate Member who appointed such Director.

Section iii Power to Require Bonds. The Board of Directors may require any

officer or agent to file with the Corporation a satisfactory bond conditioned for faithful

without a meeting, if all members of the Board of Directors or of such committee, as the

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Section 4.12 Attendance. All Directors must attend at least two-thirds (2/3) of the

regular meetings of the Board. Failure to do so shall constitute a reason for removal or non-

appointment.

Section 4.i-1 Conflict of Interest. Each member of the Board of Directors shall be

required to declare to the Corporation that no conflict of interest exists which would impair

that member's ability to serve on the Board of Directors.

ARTICLE V

BOARD OF DIRECTORS MEETINGS

Section -r, . i Annual Meetings. The annual meeting of the Board of Directors shall

be held following the annual meeting of the Corporate Members of the Corporation.

Section 5.2 Regular Meetings of the Board. Regular meetings of the Board of

Directors shall be held at such time and place as the Board of Directors shall from time to

time determine, however, it shall meet at least quarterly. Said meetings maybe held within

or without the State of Indiana.

Section S..,A Meetings by Telecommunications Device . Members of the Board of

Directors or any committee appointed by the Board may participate in a meeting by means

of conference telephone or similar communications equipment if all persons participating

in the meeting can hear each other simultaneously, and participation in such meeting in

such manner can constitute presence in person.

Section 9.4 Action by Written Consent. Any action required or permitted to be

taken at any meeting of the Board of Directors or any committee thereof may be taken

before or after such meeting has been held. Attendance at any meeting, except for the sole

C 12

case may be, at the time in office, consent thereto in writing and the writing or writings are l~.

filed with the Minutes of the proceedings of the Board of Directors or of such committee.

Section 5.5 Special Meetings of the Board. Special meetings of the Board of

Directors may be called by the Chairperson, one-third (i/3) of the members of the Board,

either Corporate Member, or the President, at any time by means of such written notice by

first class mail, or courier service, by telephone or telegraph, or such other communication

reasonably designed to provide prompt notice of the time, place and purpose thereof to each

Director, as the Chairperson in his/her discretion shall deem sufficient. Any action taken at

any such meeting shall not be invalidated for want of notice if such notice shall be waived as

hereinafter provided.

Section ,.6 Notices and Mailings . All written notices required to be given by any

provisions of these Bylaws shall state the authority pursuant to which they are issued (as

'by order of the Chairperson" or "by order of the Board of Directors" as the case may be)

and shall bear the written, stamped, typewritten or printed signature of the Secretary or, if

so empowered, an Assistant Secretary; every written notice shall be deemed duly served

when the same has been deposited in the United States mail with first class postage fully

prepaid or delivered to a courier service or such other written communication reasonably

designed to provide prompt notice, plainly addressed to the addressee at his/her last

address appearing on the appropriate record of this Corporation.

Section 5.~ Waiver of Notice. Notice of the time, place and purpose of any meeting

of the Board of Directors, may be waived by telegram, cablegram or other writing, either

accurate minutes of the proceedings of such meetings . He/she shall have authority to affix

the Seal of the Corporation to all instruments where its use is required by statute, by law or

by resolution. He/she shall perform such other duties as may be delegated by the Board of

Directors .

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s , ,

purpose of objecting to the holding of such meeting, shall constitute a waiver of notice of

said meeting.

Section 5.8 Quorum. A fifty-one percent (5i%) majority of the Board of Directors

shall constitute a quorum for the transaction of business. Any action of the Directors shall

require the consent of at least a majority of the Directors taken at a meeting at which a

quorum is present and at which at least one (i) Southlake Director and one (i) 'IYi-City

Director are present.

Section 5.4 Manner of Actin. The act of the majority of the Directors present at a

meeting in which a quorum is present shall be the act of the Board of Directors unless the

act of a greater number is required by law, the Articles of Incorporation or these Bylaws.

ARTICLE VI

OFFICERS

Section 6.1 Chairperson . The Chairperson shall preside over all meetings of the

Board of Directors.

Section 6.2 Vice-Chairperson . The Vice-Chairperson shall perform the duties and

exercise the powers of the Chairperson during the absence or disability of the Chairperson.

He/she shall perform such other duties as may be delegated by the Board of Directors.

Section 6.3 Secre . The Secretary shall preserve in the books of the Corporation

. , . ,

14

Section 6.4 Treasurer. The Treasurer shall have the powers and duties usually

associated with such office subject to limitation or extension by the Board of Directors.

Section 6.s Term. The Officers of the Corporation shall each remain in office one

(i) year, or until his/her successor is appointed.

Section 6.6 Chief Executive Officer and Chief Operating Officer. The Board shall

determine from time to time who shall serve as Chief Executive Officer and Chief Operating

Officer of the Corporation .

present at a meeting in which a quorum is present shall be the act of the committee.

15

ARTICLE VII

COMMITTEES

Section 7.1 Standing Committees . After execution of these Bylaws, the Board of

Directors may appoint such standing committees as the Board of Directors may authorize.

Section 7.2 Appointment. Unless otherwise specified in these Bylaws, members of

the standing committees and the Chairperson thereof shall be appointed by the Chairperson

of the Board of Directors.

Section 7.3 Attendance. Failure to attend a minimum of one-half (2) of the

regular, assigned committee meetings shall constitute a basis for removal or non-

appointment to the committee.

Section Z.a Special Committees. Additional committees maybe appointed by the

Board of Directors for such purposes as circumstances may warrant. Every such committee

"" shall limit its activity to the accomplishment of the purpose for which created and shall have

no power to act except as is specifically conferred upon it by action of the Board of

Directors. Upon completion of the duties for which any such committee was appointed,

such committee shall stand discharged. The Chairperson of the Board of Directors shall

appoint the members and a Chairperson of each special committee .

Section 7.5 Records. Each committee and subcommittee shall maintain a written

record of its proceedings and activities and submit a written report at least annually to the

Board of Directors.

Section 7.6 Manner of Actin. The act of the majority of the committee members

action, suspension or the discharge of the President. In either event, the Board of Directors

C. 16

b I " ' 1

Section 7.7 Quorum. A quorum of any committee is defined as at least fifty-one Lr,

percent (51j) of its membership .

ARTICLE VIII

ADMINISTRATION

Section 8.1 President. The Board of Directors may appoint a qualified President

and shall determine the conditions of his/her employment. Unless the Board otherwise

decides, the President shall be directly responsible for the day-today management of the

Corporation. Performance evaluations shall be performed in accordance with the policies of

the Corporate Members.

Section 8.2 Authority and Duties. The President is extended authority of and is

held accountable to the Board of Directors of this Corporation for the day-to-day operation

of the Corporation and the coordination of all of its day-to-day activities in accord with

'` sound principles of management and in keeping with the position description, performance

expectations, philosophy, mission and policies set forth by the Board of Directors and the

Corporate Members. The President shall serve as the representative of the Board for the

purpose of communication between the Board of Directors and its committees . The

President shall perform other duties that may be necessary or in the best interest of the

Corporation. The President shall report to the Chairperson.

Section 8.~ Discharge Suspension, Disciplinary Action. Either the Board of

Directors on its own motion, or the Chairperson or the Chief Executive Officer of any

Corporate Member may recommend to the Corporation=s Board of Directors disciplinary

shall comply with the relevant provisions of any joint venture agreement entered into by the

Corporate Members and with the Indiana Nonprofit Corporation Act respecting dissolution,

liquidation or winding up of charitable corporations. Unless otherwise provided in any

such joint venture agreement the Directors, with the approval of the Corporate Members,

shall apply all assets and property available for distribution, so far as may be feasible,

towards carrying out the purposes of the Corporation by distributing such assets on an

equal basis to the two (2) Corporate Members of the Corporation or to such organizations

c 17

shall have full authority to act on such recommendation and to effect any such disciplinary .~-

action, suspension or discharge that, in its discretion, it deems appropriate.

ARTICLE IX

EXECUTION OF INSTRUMENTS

Section cm Checks . Drafts and Money Orders. All checks, drafts and orders for

payment of money shall be signed in the name of the Corporation by the Chairperson or

such other officer or agent as selected by the Board of Directors.

Section 9.2 Contracts. Conveyances and Other Legal Documents. When the

execution of any contract, conveyance or other instrument has been authorized without

specification of the executing officers, the Chairperson or the President may execute the

same in the name of and on behalf of this Corporation and may affix the Corporate seal

thereto. The Board of Directors shall have power to designate the officers and agents who

`" shall have authority to execute any instrument on behalf of this Corporation.

ARTICLE X

DISSOLUTION

Upon the dissolution, liquidation or winding up of the Corporation, the Directors

Section ii.i Indemnification and Insurance.

" ii.i-a The Corporation shall indemnify any person as of right who is or was a director, officer or employee of this Corporation, or is or was serving as a director, officer, or employee of another corporation, partnership or other enterprise at the request of the Corporation, against expenses (including attorneys= fees), judgments or fines, incurred by such person to the fullest extent now or hereafter permitted by law, in connection with or resulting from any claim, action, suit or proceeding (whether actual or threatened, civil or criminal, administrative, or investigative, or in connection with an appeal relating thereto), in which such person may be involved as a party or otherwise by reason of being or having been a director, officer or employee of the Corporation or of such other organization . This right of indemnification shall only exist, however, if such person acted in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interest of the Corporation and, with respect to any criminal action or proceeding, in a manner which he had no reasonable cause to believe was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of polo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner

18

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organized and operated exclusively for. religious, charitable, educational, or scientific

purposes as shall at the time qualify as an exempt organization or organizations under

Section 5o1(c)(3) of the Internal Revenue Code of 1986, as amended or recodified, as the

Directors shall determine and as approved by the Corporate Members. However,

notwithstanding the foregoing, no such distribution shall be made for any purpose which

would cause the Corporation not to qualify or maintain qualification as an organization

exempt from taxation under Section 5oi(c)(3) of the Internal Revenue Code of 1986, as

amended or recodified . Any assets not so disposed of shall be disposed of by the Judge of

the Circuit Court of Lake County, Indiana.

ARTICLE XI

INDEMNIFICATION OF OFFICERS DIRECTORS . EMPLOYEES AND AGENTS

11.1-e This Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to

19

' 4

. , . k,

which be reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action, suit or proceeding, in a manner which he had no reasonable cause to believe was unlawful .

ii . i-b Any director, officer, or employee of the Corporation who has been successful as a party on the merits or otherwise in his defense of any claim, action, suit or proceeding referred to in the first sentence of Section ii.i-a shall be indemnified as of right against expenses (including attorneys= fees) reasonably incurred by him in connection therewith (to the extent not covered by the insurance policies of the Corporation).

11.1-c Except as provided in Section ii.i-b above, any indemnification under Section mi-a shall be made by the Corporation only upon a determination that indemnification of the particular director, officer or employee is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section ii.i-a . Such determination shall be made (i) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of members of the Board of Directors who were not parties to such claim, action, suit or proceeding, or (2) if such a quorum is not obtainable or if so directed by a majority vote of a quorum consisting of members of the Board of Directors who were not parties to such claim, action, suit or proceedings, by independent legal counsel (who may be regular counsel of the Corporation) in a written opinion.

ii.i-d The indemnification provided by this Section mi shall not be deemed exclusive of any other rights to which a director, officer or employee may be entitled under any bylaw, resolution, agreement, vote of the Members or otherwise and shall continue as to a person who has ceased to be a director, officer, or employee of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of any such person. The indemnification provided by this Section 11.1 shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof.

Corporate Members, Board of Directors and committees having authority from the Board of r. 20

indemnify him against such liability under the provisions of this Section io . 02 together with expenses actually and reasonably incurred by him in connection with his defense thereof; provided that when and to the extent that the Corporation has purchased and maintained such insurance, it shall have no duty under this Section na to indemnify any such person to the extent such liability is covered by such insurance. The Corporation shall indemnify any person who was or is a party, or is threatened tobe made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) which action, suit or proceeding is by reason of the fact that the person is or was (i) a Director of this Corporation, (ii) an officer or employee of this Corporation, (iii) an agent authorized by the Corporation to act on behalf of the Corporation, and (iv) each person who serves or has served at the request of the Corporation as a Director, officer or committee member of this Corporation. The indemnification shall be against expenses (including attorneys= fees), judgments and fines against her/him in connection with such action, suit or proceeding. The indemnification shall only apply if she/he acted in good faith in a manner she/he reasonably believed to be in, or not opposed to the best interest of the Corporation. With respect to any criminal action or proceeding, there must have been no reasonable cause to believe her/his conduct was unlawful . It is intended that the scope of this indemnification shall at all times be as extensive as that allowed by the statutes of the State of Indiana governing not-for-profit corporations as they are amended from time to time.

11.1-f With respect to any action brought under or covered by the provisions of this Section ii.i, the Corporation shall retain the right and control over the legal defense, selection of attorneys, and any strategic decisions, including settlement, that may arise. This provision shall not be interpreted to prevent any individual covered by this Section ii.i from obtaining personal representation but such personal representation, unless otherwise approved by the Corporation, shall be at such individual=s own expense.

ARTICLE XII

MISCELLANEOUS

Section i2.i Books and Records. The Corporation shall keep correct and complete

books and records of accounts and shall also keep minutes of the proceedings of its

21

V

Directors. All books and records of the Corporation may be inspected by the Corporate

Members or their agents or attorneys for any proper purpose at any reasonable time.

Section 12.2 Fiscal Year. The fiscal year of the Corporation shall begin on July i and

end at the close of business on June 30 of each year .

Section 12.3 Fiscal Age=. The Board of Directors of the Corporation may appoint

or designate a fiscal agent when deemed necessary or appropriate by the Board Provided,

however, that such fiscal agent shall only act pursuant to the ultimate direction and control

of the Board of Directors.

Section 12.4 Bylaws Review. The Bylaws shall be reviewed at least annually and

revised as deemed necessary.

..

i3.2-b Approve and amend the Bylaws and Articles of Incorporation of the Entity.

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ARTICLE XIII

ACTION AS OR BY A CORPORATE MEMBER

Section n. i Generally. The governing document(s) of any entity or organization in

which this Corporation is a Corporate AMembero as that term is defined in the Indiana

Nonprofit Corporation Act or in which this Corporation holds a controlling or majority

interest as a partner, participant, joint venturer, shareholder, or otherwise holds majority

ownership rights, shall contain a section within the document(s) dealing with the governing

authority of that entity or organization which provides for certain rights and powers to be

reserved to this Corporation as set forth in these Bylaws and as determined from time to

time by resolution of the Board of Directors. The term Asubsidiaryo or Asubsidiaries@ as

used in this Article includes, but is not limited to, any entity which is a general corporation,

or a not-for-profit corporation. The phrase Agoverning documents includes, but is not

limited to, Articles of Incorporation, Bylaws, Articles of Partnership, Joint Venture

Agreements, and any other document which creates or maintains a business or charitable

structure.

Section 13.2 Specific Reserve Rights and Powers. All action by this Corporation as a

corporate member or controlling majority shareholder or partner of another entity

(AEntityo) as described in Section 13.1 shall be, by the Board of Directors of this

Corporation, subject to the following matters which require the approval of the Corporate

Members.

i3.2-a Approve, interpret and change any statement of mission, philosophy, role and purpose of the Entity.

V+ Air

Members and Board of Directors as described in Article XVI below.

C 23

ig.g-c Fix the number, appoint and remove, with or without caused, any C. Director of the Entity, provided, however, that only the Corporate

Member appointing such Director shall have the authority to remove such Director .

i3.3-d Approve the merger, dissolution, consolidation or reorganization of the Entity.

ig.3-e Approve the formation of other entities by the Entity.

x.3.3-f Approve the acquisition, sale, lease, transfer or other alienation of property of the Entity, other than in the usual and regular course of the Entity=s business, when such acquisition, sale, lease, transfer or other alienation is above specified financial levels set in accordance with policies established from time to time bythe Corporate Members.

i3.2-g Approve the disposition of assets of the Entity at the time of its dissolution.

ARTICLE XIV

AMENDMENTS OF THE BYLAWS

Section 14.1 Amendments. The power to alter, amend or repeal the Bylaws of this

C Corporation or to adopt new Bylaws shall be vested in the Corporate Members. An

amendment or other alteration of the Bylaws shall require the approval of all Corporate

Members. The Bylaws may contain any provision for the regulation and management of the

affairs of the Corporation not inconsistent with the Articles of Incorporation and applicable

laws of the State of Indiana.

Section 14.2 effective Date. These Bylaws shall be and are effective upon execution

hereof by the Board of Directors, following approval and adoption by the Corporate

duly adopted a resolution approving and adopting these Second Amended and Restated

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. ,. '41. ., r r

ARTICLE XV

SEAL

The seal adopted by this Corporation is affixed hereto and made a part hereof.

ARTICLE XVI

ADOPTION

Section i6, i Action by Corporate Members. The Corporate Members of the

Corporation entitled to vote in respect of the Bylaws, duly approved and adopted these

Second Amended and Restated Bylaws by written consent, pursuant to the following

resolutions of the board of directors of each Corporate Member duly adopted as follows:

(a) By a Resolution duly adopted by the Board of Directors of Southlake

Community Mental Health Center, Inc . on October 16th , 2003, as evidenced by

the Certification of Charles Kleinschmid Secretary of Southlake Community

`- Mental Health Center Inc, dated October 16th 2003, which Certification has

been duly filed with the Corporation.

(b) By a Resolution duly adopted by the Board of Directors of Tri-City

Comprehensive Community Mental Health Center, Inc. on October 22nd 2003, as

Janet Marich President evidenced by the Certification of x= of Tri-City Comprehensive

Community Mental Health Center, Inc., dated October 22nd , which

Certification has been duly filed with the Corporation.

Section 16.2 Action by Board of Directors. The Board of Directors of the

Corporation, at a meeting thereof, duly called, constituted and held

on October 7th , 2003, at which a quorum of such Board of Directors was present,

` 46 " f

.. r ~"-L. Y

the Corporation have set their hands and seals this 7th day of October 2003 .

Robert D. Krumwied Adaz (2. A44';41 Betty J. a s

STATE OF INDIANA ) 25

co

C

Bylaws, as evidence by the Certification of Lee c. Strawhun , Secretary of the

Corporation, dated October 7th , 2003, which Certification is set forth in the

corporate record book of the Corporation . In addition, the undersigned, constituting the

duly elected members of the Board of Directors of the Corporation as of the effective

date hereof, hereby approve and adopt these Second Amended and Restated Bylaws by

written consent,as evidenced by their signatures below.

Section 16.3 Compliance with Legal Requirements . The manner of the adoption

of these Second Amended and Restated Bylaws, and the vote by which they were

adopted,constitute full legal compliance with the provisions of the Act, as amended, the

Articles of Incorporation, and the Bylaws of the Corporation.

IN WITNESS WHEREOF, the undersigned members of the Board of Directors of

lat c. ~~*W4--ej Lee c. s Edmund Gunn

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`'' r ~''y' r y

. )S COUNTY OF LAKE

Before me the undersigned a Notary Public in and for said County and State, personally appeared Lee C. Strawhun and Edmund Guns, well known to me to be members of the Board of Directors of the above-named Corporation, and severally acknowledged the execution of the foregoing instrument this th day of

October . 2003~

(,L-(%/V 'yb n1 l C fk C 14 Notary Public My Commission Expires: Resident ofd County

qa-AX~ ) 3'a°o~

STATE OF INDIANA ) )SS:

COUNTY OF LAKE )

Before me the undersigned a Notary Public in and for said County and State, personally appeared Robert D. Krumwied and Betty J. Davis, well known to me to be members of the Board of Directors of the above-named Corporation, and severally acknowledged the execution of the foregoing instrument this 7th day of

October 7th 2003.

~D~2C.~~ -~ Nr LA cH, Notary Public ,Lviy Commission Expires: Resident ofd County

13,aoo8

20791.3 14405-27 9/30/03