Western New York Independent Living, Inc.
Board of Directors Resolutions Regarding Corporate Compliance Plan

Presented: September 28, 2009

Western New York Independent Living, Inc. (WNYIL Inc.) Board of Directors (Board) is committed to conducting their business in compliance with the law. In some circumstances, the interpretation and application of the law is highly technical, and common concepts of right and wrong lend little guidance. Thus, employees, agents and representatives who believe that they are conducting themselves properly may, in fact, be violating applicable laws. Violations of the law by employees, representatives and agents, even when these violations are unwitting, can subject WNYIL Inc. to the risk of substantial fines and public embarrassment. WNYIL Inc. can meet this commitment only through the efforts of our dedicated employees. It is they who must earn the trust and respect of the people we serve and others by continuing to conduct their daily affairs with honesty, integrity, and in compliance with the letter and spirit of all applicable laws. Although honesty and integrity are individual attributes, and each individual ultimately is responsible for his or her own conduct, WNYIL Inc. is committed to maintaining a working environment that promotes these ideals and permits our employees, agents and representatives to demonstrate the highest ethical standards in performing their daily tasks. In order to avoid violations of law, the Board hereby adopts a formal Corporate Compliance Plan, which encompasses all of WNYIL Inc.'s operations. This action in directing WNYIL Inc.'s Officers and Management in the development and implementation of a Corporate Compliance Plan should not be interpreted as concern that present management systems are inadequate. Rather, development and implementation of a Corporate Compliance Plan is an element in WNYIL Inc.'s continuing effort to improve quality and performance. The Board also recognizes that federal and state agencies responsible for enforcement of Medicaid laws and regulations recently have encouraged the development and implementation of Corporate Compliance Plans.

WHEREFORE, be it RESOLVED on this DATE that:

A. The Officers and Management of WNYIL Inc. are directed to dedicate the necessary resources toward development of an effective Corporate Compliance Plan designed to prevent and detect violations of federal or state law in the conduct of WNYIL Inc.'s operations by employees, agents and representatives.

B. Compliance activities of the Corporate Compliance Plan shall be reported to the Board of Directors having the operational oversight of the Corporate Compliance Plan.

C. The Corporate Compliance Plan will meet or exceed the elements of an effective Compliance Plan as required by law, which requires an organization to:

1. Establish compliance standards and procedures reasonably capable of reducing the prospect of wrongful conduct,

2. Appoint specific, high-level individual(s) with overall responsibility to oversee compliance with such standards and procedures,

3. Exercise due care not to delegate substantial discretionary authority to individuals with a propensity to engage in unlawful activities,

4. Take steps to communicate effectively the compliance standards and procedures to all employees and agents by, for example, mandatory training sessions or the dissemination of publications,

5. Take reasonable steps to achieve compliance by, for example, utilizing monitoring and auditing systems, and by publicizing a reporting system whereby employees and agents can report perceived wrongful conduct by others within the organization without fear of retribution,

6. Consistently enforce its standards through appropriate disciplinary mechanisms, including, as appropriate, discipline of individuals for failure to detect non-compliance; and

7. Take responsible steps to respond appropriately to non-compliance after detection and to prevent recurrence, which may require modifications to the Compliance Plan.

D. The development and implementation of specific standards, educating and training employees with respect to those specific standards, reviewing and enhancing internal controls, as necessary and monitoring systems will be time-consuming. Accordingly, the Corporate Compliance Officer is directed to proceed in phases, but they should make steady progress toward the creation and implementation of specific standards and systems relating to all material areas of WNYIL Inc.'s operations where there are compliance obligations. The Corporate Compliance Committee shall provide periodic progress reports to the Board.

E. The Board of Directors of WNYIL Inc. adopts the Code of Conduct, Fraud and Abuse Compliance Policy, Enforcement and Prevention Policy, and Auditing Policy all in the form presented to the Board, and copies of which are filed with the original Board Minutes.

Signed by:

Dennis M. Kessel, President September 28, 2009

Sue Ann Sehl, Secretary September 28, 2009

WESTERN NEW YORK INDEPENDENT LIVING, INC.
CORPORATE COMPLIANCE PLAN
2008-2009