p rint - DO NOT PROCESS As Filed Data - DLN ...990s.foundationcenter.org/990_pdf_archive/510/...independence of children and adults with disabilities or other special needs through

l efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93490016005069

Form990 Return of Organization Exempt From Income Tax OMB No 1545-0047

Under section 501 (c), 527, or 4947( a)(1) of the Internal Revenue Code ( except black lung 200 7_benefit trust or private foundation)

Department of the Open to PublicTreasury -The organization may have to use a copy of this return to satisfy state reporting requirements

InspectionInternal Revenue

Service

A For the 2007 calendar year, or tax year beginning 09-01-2007 and ending 08-31-2008

B Check if applicable

1 Address change

(- Name change

F Initial return

(- Final return

F-Amended return

Pleaseuse IRS

C Name of organizationEaster Seals Delaware & Maryland's Eastern Shore

D Employer identification number

51-0066728label orprint or Number and street (or P 0 box if mail is not delivered to street address) Room/suite E Telephone number

type . SeeS ecific

61 Corporate Circle(302)324 - 4444

pInstruc - City or town, state or country, and ZIP + 4 FAccounting method fl Cash F Accrualtions . New Castle, DE 197202405

Other (specify) 0-

(- Application pending

* Section 501(c)(3) organizations and 4947(a)(1) nonexempt charitabletrusts must attach a completed Schedule A (Form 990 or 990-EZ).

G Web site: - www de easterseals com

I Organization type (check only one) 1- F 95 501(c) (3) -4 (insert no ) 1 4947(a)(1) or F_ 527

K Check here 1- 1 if the organization is not a 509(a)(3) supporting organization and its gross receipts arenormally not more than 25,000 A return is not required, but if the organization chooses to file a return,be sure to file a complete return

H and I are not applicable to section 527 organizations

H(a) Is this a group return for affiliates? 1 Yes F No

H(b) If "Yes" enter number of affiliates 0-

H(c) Are all affiliates included? (- Yes F_ No

(If "No," attach a list See instructions )

H(d) Is this a separate return filed by an organization

covered by a group ruling? F Yes F No

I Group Exemption Number 0-

M Check - F if the organization is not required toL Gross receipts Add lines 6b, 8b, 9b, and 10b to line 12 0- 17,067,386 attach Sch B (Form 990, 990-EZ, or990-PF)

KCVC11uC, CA C115C5, d11U %.lldll C9 111 mct N55Ci5 (I F r'ullu DdId11GC5 JCC L//C 1//5LrUGL1J//5.

1 Contributions, gifts, grants, and similar amounts received

a Contributions to donor advised funds la

b Direct public support (not included on line 1a) . lb 1,954,032

c Indirect public support (not included on line 1a) . 1c 136,833

d Government contributions (grants) (not included on line 1a) ld 134,783

e Total (add lines la through 1d) (cash $ 2,066,929 noncash $ 158,719 1e 2,225,648

2 Program service revenue including government fees and contracts (from Part VII, line 93) 2 14,293,525

3 Membership dues and assessments 3

4 Interest on savings and temporary cash investments 4

5 Dividends and interest from securities 5 413,585

6a Gross rents 6a 17,881

b Less rental expenses 6b

c Net rental income or (loss) subtract line 6b from line 6a . 6c 17,881

W 7 Other investment income (describe - ) 7

168a Gross amount from sales of assets (A) Securities (B) Other

a other than inventory 8a

b Less cost or other basis and sales expenses 8b

c Gain or (loss) (attach schedule) . . Sc

d Net gain or (loss) Combine line 8c, colum ns (A) and ( B) . . . . . . . . . . 8d

9 Special events and activities (attach schedule) If any amount is from gaming , check here 0-F

a Gross revenue (not including $ of

contributions reported on line 1b) 9a 103,525

b Less direct expenses other than fundraising expenses . 9b 33,266

c Net income or (loss) from special events Subtract line 9b from line 9a . 9c 70,259

10a Gross sales of inventory, less returns and allowances . 10a

b Less cost of goods sold 10b

c Gross profit or (loss) from sales of inventory (attach schedule) Subtract line 10b from line 10a 10c

11 Other revenue (from Part VII, line 103) 11 13,222

12 Total revenue Add lines le, 2, 3, 4, 5, 6c, 7, 8d, 9c, 10c, and 11 . . . . . . . 12 17,034,120

13 Program services (from line 44, column (B)) . . . . . . . . . . . . . 13 14,400,157

14 Management and general (from line 44, column (C)) . . . . . . . . . . . 14 923,266

u 15 Fundraising (from line 44, column (D)) . . . . . . . . . . . . . . . 15 678,317

4, 16 Payments to affiliates (attach schedule) 16 46,511

17 Total expensesAdd lines 16 and 44, column (A) . . . . . . . . . . . 17 16,048,251

,A 18 Excess or (deficit) for the year Subtract line 17 from line 12 . 18 985,869

19 Net assets or fund balances at beginning of year (from line 73, column (A)) 19 27,615,854

20 Other changes in net assets or fund balances (attach explanation) 20 -486,147

21 Net assets or fund balances at end of year Combine lines 18, 19, and 20 . 21 28,115,576

For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions . Cat No 11282Y Form 990 (2007)

Form 990 (2007) Page 2

RIEULEM Statement of All organizations must complete column (A) Columns (B), (C), and (D) are required for section

Functional Expenses 501(c)(3) and (4) organizations and section 4947(a)(1) nonexempt charitable trusts but optional

for others (See the instructions.)

Do not include amounts reported on line

6b, 8b, 9b, 1Ob, or 16 of Part I.(A) Total

( B) Programservices

(C) Managementand general

(D) Fundraising

22a Grants paid from donor advised funds ( attach Schedule)

(cash $ noncash $

If this amount includes foreign grants, check here F 22a

22b Other grants and allocations ( attach schedule)

(cash $ noncash $

If this amount includes foreign grants, check here F 22b

23 Specific assistance to individuals ( attach schedule) 23 853,051 853,051

24 Benefits paid to or for members ( attach schedule) 24

25a Compensation of current officers, directors, key employees

etc Listed in Part V-A ( attach schedule ) 25a 489,066 206,431 282,635

b Compensation of former officers, directors , key employeesetc listed in Part V-B ( attach schedule) 25b

c Compensation and other distributions not icluded above to

disqualified persons ( as defined under section 4958 ( f)(1)) and

persons described in section 4958 ( c)(3)(B) (attach schedule) 25c

26 Salaries and wages of employees not included

on lines 25a , b and c 26 7,714,565 7,144,211 245,024 325,330

27 Pension plan contributions not included on

lines 25a, b and c 27 170,409 145,387 17,673 7,349

28 Employee benefits not included on lines

25a - 27 28 1,502,497 1,374,240 94,096 34,161

29 Payroll taxes 29 576,950 515,348 37,840 23,762

30 Professional fundraising fees 30

31 Accounting fees 31

32 Legal fees 32

33 Supplies 33 484,794 470,730 8,299 5,765

34 Telephone 34 87,934 80 ,266 5,592 2,076

35 Postage and shipping 35 43,364 28 ,382 5,594 9,388

36 Occupancy 36 1,126,083 1,076,086 31,416 18,581

37 Equipment rental and maintenance 37 612,388 523,901 75,002 13,485

38 Printing and publications 38 204,901 157,989 19,417 27,495

39 Travel 39 504,444 490,899 10,416 3,129

40 Conferences , conventions , and meetings 40 67,252 46 ,996 15,032 5,224

41 Interest 41

42 Depreciation , depletion, etc (attach schedule ) r^+ 42 774,623 748,627 23,099 2,897

43 Other expenses not covered above ( itemize)

a Other professional fees 43a 139,830 106,280 33,550

b dues & membership ( excl national dues ) 43b 50,780 9,249 4,270 37,261

c contributed goods 43c 158,719 158,719

d Other expenses 43d 440,090 422,084 14,311 3,695

e 43e

f 43f

g 43g

44 Total functional expenses . Add lines 22a through 43g(Organizations completing columns (B)-(D), carry these totals

to lines 13- 15) 44 16,001,740 14,400,157 923,266 678,317

Joint Costs . Check - fl if you are following SOP 98-2

Are any joint costs from a combined educational campaign and fundraising solicitation reported in (B) Program services ' fl Yes fl No

If "Yes," enter (i) the aggregate amount of these joint costs $ , ( ii) the amount allocated to Program services $

(iii) the amount allocated to Management and general $ , and (iv) the amount allocated to Fundraising $

Form 990 (2007)

Form 990 (2007) Page 3

f iii Statement of Program Service Accomplishments (See the instructions.)Form 990 is available for public inspection and, for some people, serves as the primary or sole source of information about a particularorganization How the public perceives an organization in such cases may be determined by the information presented on its returnTherefore, please make sure the return is complete and accurate and fully describes, in Part III, the organization's programs andaccomplishments

What is the organization's primary exempt purpose? 0- Our organization's purpose is to be a community

based health organization dedicated to increasing theindependence of children and adults with disabilitiesor other special needs through direct services and Program Serviceadvocacy Easter Seals offers people with disabilities Expensesand their families a wide range of quality services (Required for 501(c)(3) andthat make it possible to live, work, learn, and (4) orgs , and 4947(a)(1)

participate fully in the community with independence trusts, but optional for

and personal dignityothers

All organizations must describe their exempt purpose achievements in a clear and concise manner State the number of clients served,publications issued, etc Discuss achievements that are not measurable (Section 501(c)(3) and (4) organizations and 4947(a)(1) nonexemptcharitable trusts must also enter the amount of grants and allocations to others )

a See Additional Data Table

(Grants and allocations $

(Grants and allocations $

If this amount includes foreign grants, check here 0-

If this amount includes foreign grants, check here 0-

d

(Grants and allocations $ If this amount includes foreign grants, check here 0-

(Grants and allocations $ If this amount includes foreign grants, check here F-

e Other program services ( attach schedule)(Grants and allocations $ ) If this amount includes foreign grants, check here - F

f Total of Program Service Expenses (should equal line 44, column (B), Program services) . 14,400,157

Form 990 (2007)

Form 990 (2007) Page 4

Balance Sheets (See the instructions.)

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

45 Cash-non-interest-bearing 610,439 45 528,624

46 Savings and temporary cash investments 4,704,413 46 7,700,790

47a Accounts receivable 47a 2,762,999

b Less allowance for doubtful accounts 47b 92,746 2,322,775 47c 2,670,253

48a Pledges receivable . . . . . 48a 975,567

b Less allowance for doubtful accounts 48b 3 ,281,238 48c 975,567

49 Grants receivable 49

50a Receivables from current and former officers, directors, trustees, andkey employees (attach schedule) 50a

b Receivables from other disqualified persons (as defined under section4958(c)(3)(B) (attach schedule) 50b

51a Other notes and loans receivable (attachschedule) . . . . . . . 51a

b Less allowance for doubtful accounts 51b 51ca'

52 Inventories for sale or use 52

53 Prepaid expenses and deferred charges 120,919 53 215,880

54a Investments-publicly-traded securities F-Cost F FMV 7,738,761 54a 7,515,399

b Investments-other securities (attach schedule) F-Cost F-FMV 54b

55a Investments-land, buildings, andequipment basis . . . . . 55a

b Less accumulated depreciation (attachschedule) . . . . . . . 55b 55c

56 Investments-other (attach schedule) 56

57a Land, buildings, and equipment basis 57a 18 ,412,258

b Less accumulated depreciation (attachschedule) . . . . . . . 57b 6 ,298,189 9,855,873 57c 12,114,069

58 Other assets, including program-related investments

(describe -58

59 Total assets (must equal line 74) Add lines 45 through 58 . 28,634,418 59 31,720,582

60 Accounts payable and accrued expenses 690,210 60 988,441

61 Grants payable . . . . . . . . . . . . . . 61

62 Deferred revenue 12,640 62 17,109

63 Loans from officers, directors, trustees, and key employees (attach

schedule) . . . . . . . . . . . . . . 63

64a Tax-exempt bond liabilities (attach schedule) 64a

b Mortgages and other notes payable (attach schedule) 64b 2 ,398,384

65 Other liablilities (describe 0 ) 315,714 65 201,072

66 Total liabilities Add lines 60 through 65 1,018,564 66 3,605,006

Organizations that follow SFAS 117, check here - 7 and complete lines

67 through 69 and lines 73 and 74

CD 67 Unrestricted 15,420,618 67 15,536,594

68 Temporarily restricted 12,141,705 68 12,294,675

69 Permanently restricted 53,531 69 284,307

Organizations that do not follow SFAS 117, check here - fl and

complete lines 70 through 74LL_Z5 70 Capital stock, trust principal, or current funds 70

71 Paid-in or capital surplus or land building and equipment fund . 71CD

, , ,

72 Retained earnings, endowment, accumulated income, or other funds 72

73 Total net assets or fund balances Add lines 67 through 69 or lines 70through 72 (Column ( A) must equal line 19 and column ( B) must equal

line 21) . 27,615,854 73 28,115,576

74 Total liabilities and net assets / fund balances Add lines 66 and 73 28,634,418 74 31,720,582

Form 990 (2007)

Form 990 (2007) Page 5

Reconciliation of Revenue per Audited Financial Statements With Revenue per Return (Seethe instructions. )

a Total revenue, gains, and other support per audited financial statements a 16,550,370

b Amounts included on line a but not on Part I, line 12

1 Net unrealized gains on investments bl -486,147

2 Donated services and use of facilities b2 2,397

3 Recoveries of prior year grants b3

4 Other (specify)

b4

Add lines blthrough b4 . . . . . . . . . . . . . . . . . . . b -483,750

c Subtract line bfrom line a . . . . . . . . . . . . . . . . . . . C 17,034,120

d Amounts included on Part I, line 12, but not on line a

1 Investment expenses not included on Part I, line

6b . dl

2 Other (specify)

d2

Add lines dl and d2 . . . . . . . . . . . . . . . . . . . . d -483,750

e Total revenue (Part I, line 12) Add lines c and 17,034,120

d . e

Reconciliation of Ex penses per Audited Financial Statements With Ex penses per Return

a Total expenses and losses per audited financial statements a 16,050,648

b Amounts included on line a but not on Part I, line 17

1 Donated services and use of facilities bl 2,397

2 Prior year adjustments reported on Part I, line

20 b2

3 Losses reported on Part I, line

20 b3

4 Other (specify)

b4

Add lines blthrough b4 . . . . . . . . . . . . . . . . . . . b 2,397

c Subtract line bfrom line a . . . . . . . . . . . . . . . . . . . C 16,048,251

d Amounts included on Part I, line 17, but not on line a:

1 Investment expenses not included on Part I, line

6b . dl

2 Other (specify)

d2

Add lines dl and d2 . . . . . . . . . . . . . . . . . . . . d

e Total expenses (Part I, line 17) Add lines c and 16,048,251

d . e

Current Officers , Directors , Trustees , and Key Employees (List each person who was an officer,director, trustee, or key employee at any time during the year even if they were not compensated.) (See the

Form 990 (2007)

Form 990 (2007) Page 6

Current Officers , Directors, Trustees , and Key Employees (continued) Yes No

75a Enter the total number of officers, directors, and trustees permitted to vote on organization business at board

meetings . . . . . . . . . . . . . . . . . . . . .0-29

b Are any officers, directors, trustees, or key employees listed in Form 990, Part V -A, or highest compensated

employees listed in Schedule A, Part I, or highest compensated professional and other independent

contractors listed in Schedule A, Part II-A or II-B, related to each other through family or business

relationships? If "Yes," attach a statement that identifies the individuals and explains the relationship(s) . 75b No

c Do any officers, directors, trustees, or key employees listed in Form 990, Part V -A, or highest compensated

employees listed in Schedule A, Part I, or highest compensated professional and other independent

contractors listed in Schedule A, Part II-A or II-B, receive compensation from any other organizations, whether

tax exempt or taxable, that are related to the organization? See the instructions for the definition of "related 75c Noorganization"

If "Yes," attach a statement that includes the information described in the instructions

d Does the organization have a written conflict of interest policy? . . . . . . . . . . . 75d Yes

Former Officers, Directors, Trustees , and Key Employees That Received Compensation or OtherBenefits (If any former officer, director, trustee, or key employee received compensation or other benefits(described below) during the year, list that person below and enter the amount of compensation or otherbenefits in the appropriate column. See the Instructions.)

(A) Name and address (B) Loans and Advances(C) Compensation

(If not paid enter -0-

(D) Contributions toemployee benefit plans

and deferred compensationplans

(E) Expense account andother allowances

LOW Other Information (See the instructions.) Yes No

76 Did the organization make a change in its activities or methods of conducting activities? If "Yes," attach a

detailed statement of each change 76 N o

77 Were any changes made in the organizing or governing documents but not reported to the IRS? 77 Yes

78a

If "Yes," attach a conformed copy of the changes

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

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

79 Was there a liquidation, dissolution, termination, or substantial contraction during the year? If "Yes," attach

a statement 79 N o

80a 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 organization? , 80a Yes

b

81a

b

If"Yes," enter the name of the organization 0- ESSD-M Inc

and check whether it is F exempt or fl nonexempt

Enter direct or indirect political expenditures (See line 81 instructions 81a

Did the organization file Form 1120-POL for this year? 1b o

Form 990 (2007)

Form 990 (2007) Page 7

LOW Other Information (continued) Yes No

82a Did the organization receive donated services or the use of materials, equipment, or facilities at no charge orat substantially less than fair rental value? 82a No

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 in Part II (See instructions in Part III ) 1 82b

83a Did the organization comply with the public inspection requirements for returns and exemption applications?

b Did the organization comply with the disclosure requirements relating to quid pro quo contributions?

84a Did the organization solicit any contributions or gifts that were not tax deductible?

b If "Yes," did the organization include with every solicitation an express statement that such contributions or

gifts were not tax deductible?

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

b Did the organization make only in-house lobbying expenditures of$2,000 or less?

If "Yes," was answered to either 85a or 85b, do not complete 85c through 85h below unless the organizationreceived a waiver for proxy tax owed the prior year

c Dues assessments, and similar amounts from members . . . . . . 85c

d Section 162(e) lobbying and political expenditures 85d

e Aggregate nondeductible amount of section 6033(e)(1)(A) dues notices 85e

f Taxable amount of lobbying and political expenditures (line 85d less 85e) . 85f

g Does the organization elect to pay the section 6033(e) tax on the amount on line 85f7

h If section 6033(e)(1)(A) dues notices were sent, does the organization agree to add the amount on line 85fto its

reasonable estimate of dues allocable to nondeductible lobbying and political expenditures for the following tax

year?

83a Yes

83b Yes

84a N o

84b

85a

85b

85g

85h

86 501(c)(7) orgs. Enter a Initiation fees and capital contributions included on line 12 86a

88a At any time during the year, did the organization own a 50% or greater interest in a taxable corporation or

partnership, or an entity disregarded as separate from the organization under Regulations sections 301 7701-2

and 301 7701-3'' If "Yes," complete Part IX88a

b Gross receipts , included on line 12, for public use of club facilities . 86b

87 501 (c)(12) orgs. Enter a Gross income from members or shareholders 87a

b Gross income from other sources (Do not net amounts due or paid to other

sources against amounts due or received from them ) . 87b

b At any time during the year, did the organization directly or indirectly own a controlled entity within the meaning

of section 512(b)(13)'' If yes complete Part XI

No

88b N o

89a 501 (c)(3) organizations Enter Amount of tax imposed on the organization during the year under

section 4911 - 0 , section 4912 - 0 , section 4955 - 0

b 501 (c)(3) and 501(c)(4) orgs. 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 89b

c Enter A mount of tax imposed on the organization managers or disqualified personsduring the year under sections 4912, 4955, and 4958 . 0- 0

d Enter A mount of tax on line 89c, above, reimbursed by the organization . . . 0-

e All organizations. At any time during the tax year was the organization a party to a prohibited tax sheltertransaction?

f All organizations. Did the organization acquire direct or indirect interest in any applicable insurance contract?

No

89e N o

89f N o

g Forsupporting organizations and sponsoring organizations maintaining donor advised funds. Did the supporting

organization, or a fund maintained by a sponsoring organization, have excess business holdings at any time

during the year?

89g N o

90a List the states with which a copy of this return is filed 0-

b N umber of employees employed in the pay period that includes March 12, 2007 ( See 90b 239

instructions ) . . . . . . . . . . . . . . . . . . . . .

91a The books are in care of 0, John Miller

61 Corporate Circle

Located at 0- New Castle , DE ZIP +4 0, 197202405

b At any time during the calendar year , did the organization have an interest in or a signature or other authority

over a financial account in a foreign country ( such as a bank account, securities account, or other financial

account)?

If "Yes," enter the name of the foreign country 0-

See the instructions for exceptions and filing requirements for Form TD F 90-22 .1, Report of Foreign Bank and

Financial Accounts

Telephone no 0- (302 ) 221-2034

Yes No

91b N o

Form 990 (2007)

Form 990 (2007) Page 8

LOW Other Information (continued) Yes No

c At any time during the calendar year, did the organization maintain an office outside of the United States? 91c No

If "Yes," enter the name of the foreign country 0-

92 Section 4947(a)(1) nonexempt charitable trusts filing Form 990 in lieu of Form 1041-Check here . F

and enter the amount of tax-exempt interest received or accrued during the tax year . . . . 0- I 92

Analysis of Income - Producing Activities (See the instructions-)

Note:

93

a

b

c

d

e

f

9

94

95

96

97

a

b

98

99

100

101

102

103

b

c

d

e

104

Enter gross amounts unless otherwise indicated. Unrelate d business income Excluded by section 512, 513, or 514 (E)

Businesscode

(B)Amount

Exclusioncode

Amount

Related orexempt function

income

Program service revenue

Camping & Recreaction 674,258

Job Training & Employment 160,800

Medical Rehabilitation 1,747,509

Other Program Revenue 276,395

Medicare/Medicaid payments 2,875,683

Fees and contracts from government agencies 8,558,880

Membership dues and assessments .

Interest on savings and temporary cash investments

Dividends and interest from securities . 413,585

Net rental income or (loss) from real estate

debt-financed property 17,881

non debt-financed property

Net rental income or (loss) from personal property

Other investment income

Gain or (loss) from sales of assets other than inventory

Net income or (loss) from special events . . 70,259

Gross profit or (loss) from sales of inventory

Other revenue a

Subtotal (add columns (B), (D), and (E)) . 14,808,472

105 Total (add line 104, columns (B), (D), and (E)) . . . . . . . . . . . . . . . . . . 14,808,472

Note : Line 105 plus line le, Part I, should equal the amount on line 12, Part I.

Relationshi p of Activities to the Accom plishment of Exem pt Pur poses (See the instructions. )

Line No . Explain how each activity for which income is reported in column (E) of Part VII contributed importantly to the accomplishmentt of the organization's exempt purposes (other than by providing funds for such purposes)

93A SEE STATEMENT 10

Information Re g ardin g Taxable Subsidiaries and Disre g arded Entities (See the instructions. )(A) (B) (C) (D) (E)

Name, address, and EIN of corporation, Percentage ofNature of activities Total income

End-of-yearpartnership, or disregarded entity ownership interest assets

Information Regarding Transfers Associated with Personal Benefit Contracts (See theinstructions.)

(a) Did the organization, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? , fl Yes F No

(b) Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? . fl Yes F No

NOTE : If "Yes" to (b), file Form 8870 and Form 4720 (see instructions).

Form 990 (2007)

Form 990 (2007) Page 9

L&ILM Information Regarding Transfers To and From Controlled Entities Complete only if the organization is

a controlling organization as defined in section 512(b)(13)

Yes No

106 Did the reporting organization make any transfers to a controlled entity as defined in section 512(b)(13) of

the Code? if "Yes," complete the schedule below for each controlled entity

(A)Name and address of each

controlled entity

(B)Employer Identification

Number

(C)Description of

transfer

[D)

Amount of transfer

a

b

c

TotalsEli

Yes No

107 Did the reporting organization receive any transfers from a controlled entity as defined in section 512(b)(13) of

the Code? if "Yes," complete the schedule below for each controlled entity

(A)Name and address of each

controlled entity

(B)Employer Identification

Number

(C)Description of

transfer

[D)

Amount of transfer

a

b

c

Totals

108 Did the organization have a binding written contract in effect on August 17, 2006 covering the interests, rents,

royalties and annuities described in question 107 above?

Yes I No

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledgeand belief, it is true, correct, and complete Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge

PleaseSign Signature of officer

HereJohn P Miller Vice President of Finance

Type or print name and title

Preparer's

Paid signature

Preparer'sUse

Firm 's name (or yoursif self-employed),

Only address, and ZIP + 4MC BRIDE SHOPA & COMPANY PA

270 PRESIDENTIAL DRIVE

WILMINGTON, DE 19807

Date

2009-01-08

Date


SCHEDULEA(Form 990 or990EZ)

Department of the

Treasury

Internal Revenue

Service

Organization Exempt Under Section 501 (c)(3) OMB N o 1545-0047

(Except Private Foundation) and Section 501(e), 501(f), 501(k),

501(n), or 4947(a)(1) Nonexempt Charitable Trust

Supplementary Information-(See separate instructions.)

0, MUST be completed by the above organizations and attached to their Form 990 or 990-EZ

Name of the organizationEaster Seals Delaware & Maryland's Eastern Shore

zoosEmployer identification number

51-0066728

Compensation of the Five Highest Paid Employees Other Than Officers, Directors , and Trustees(See nacre 1 of the Instructions. I ist each one. If there are none. enter "None.")

(d) Contributions(e) Expense

(a) Name and address of each employee (b) Title and average hours (c) Compensationto employee benefit

account and otherpaid more than $50,000 per week devoted to position plans & deferred

allowancescompensation

William AdamiPresident

61 Corporate Circle 40 00116,576 22,148 0

New Castle, DE 19720

John MillerDirector of Finance

61 Corporate Circle 40 0083,898 15,811 0


Kathleen Mirsky-MennellaThera ist

61 Corporate Circlep

40 0083,524 6,556 0


Virginia NoblesVP Human Resources

61 Corporate Circle 82,161 2,601 040 00


Pam ReutherVP Pro rams

61 Corporate Circleg

40 0081,289 6,845 0


Total number of other employees paid over$50,000 01 1

37i

•niiCF_M Compensation of the Five Highest Paid Independent Contractors for Professional Services(See page 2 of the instructions. List each one (whether individual 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

Total number of others receiving over $50,000 for

professional services

Compensation of the Five Highest Paid Independent Contractors for Other Services(List each contractor who performed services other than professional services, whether individual orfirms. If there are none. enter "None". See Dane 2 for instructions.)

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

Nason Construction Inc

2000 Foulk Road Suite F

Wilmington, DE 19810

Construction 652,985

CompHealth

PO Box 972670

Dallas,TX 75397

Medical Staffing 179,000

Total number of other contractors receiving over

$50,000 for other services ►

For Paperwork Reduction Act Notice , see the Instructions for Form 990 andCat No 11285F Schedule A (Form 990 or 990-EZ)

Form 990-EZ. 2007

Schedule A (Form 990 or 990-EZ) 2007 Page 2

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, include 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 Jk-$ (Must equal amounts on line 38, Part VI-A, or line

i of Part VI-13 ) 1 N o

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 Sale, exchange, or leasing property? 2a No

b Lending of money or other extension of credit? 2b NoFc Furnishing of goods, services, or facilities? 2c I No

d Payment of compensation (or payment or reimbursement of expenses if more than $1,000)7 2d Yes

e Transfer of any part of its income or assets? 2e I No

3a Did the organization make grants for scholarships, fellowships, student loans, etc '' (If "Yes," attach an explanation

of how the organization determines that recipients qualify to receive payments 3a No

b Did the organization have a section 403(b) annuity plan for its employees? 3b Yes

c Did the organization receive or hold an easement for conservation purposes, including easements to preserve openspace, the environment , historic land areas or structures? If "Yes" attach a detailed statement 3c No

d Did the organization provide credit counseling, debt management, credit repair, or debt negotiation services? 3d No

4a Did the organization maintain any donor advised funds? If"Yes," complete lines 4b through 4g If"No," complete lines4f and 4g 4a No

b Did the organization make any taxable distributions under section 49667 4b

c Did the organization make a distribution to a donor, donor advisor, or related person? 4c

d Enter the total number of donor advised funds owned at the end of the tax year

e Enter the aggregate value of assets held in all donor advised funds owned at the end of the tax year

f Enter the total number of separate funds or accounts owned at the end of the tax year (excluding donoradvised funds included on line 4d) where donors have the right to provide advice on the distribution or 0investment of amounts in such funds or accounts

g Enter the aggregate value of assets held in all funds or accounts included on line 4f at the end of the taxyear 0

Schedule A (Form 990 or 990-EZ) 2007


Reason for Non-Private Foundation Status (See pages 4 through 7 of the instructions.)

I certify that the organization is not a private foundation because it is (Please check only ONE applicable box

5 fl A church, convention of churches, or association of churches Section 170(b)(1)(A)(i)

6 fl A school Section 170(b)(1)(A)(ii) (Also complete Part V )

7 fl A hospital or a cooperative hospital service organization Section 170(b)(1)(A)(iii)

8 fl A federal, state, or local government or governmental unit Section 170(b)(1)(A)(v)

9 fl A medical research organization operated in conjunction with a hospital Section 170( b)(1)(A)(iii) Enter the hospital ' s name, city,

and state lk^

10 fl A n organization operated for the benefit of a college or university owned or operated by a governmental unit

Section 170(b)(1)(A)(iv) (Also complete the Support Schedule in Part IV-A)

11a F An organization that normally receives a substantial part of its support from a governmental unit or from the general public

Section 170(b)(1)(A)(vi) (Also complete the Support Schedule in Part IV-A)

11b fl A community trust Section 170(b)(1)(A)(vi) (Also complete the Support Schedule in Part IV-A)

12 fl A n 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 in Part IV-A

13 fl An organization that is not controlled by any disqualified persons (other than foundation managers) and otherwise meets the

requirements of section 509(a)(3) Check the box that describes the type of supporting organization

fl Type I fl Type II fl Type III - Functionally Integrated fl Type III - Other

Provide the following information about the supported organizations. (see page 7 of the instructions.)

( a)Name ( s) of supported organization ( s)

(b)

Employeridentification

number

(c)Type of

organization

(described in

lines 5 through

12 above or

(d)

Is the supported

organization listed in the

supporting organization ' s

governing documents?

(e)Amount of

support?

IRC section) Yes No

Total 111. 1

14 fl An organization organized and operated to test for public safety Section 509( a)(4) (See page 7 of the instructions )



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

Calendar year ( or fiscal year beginning in ) ok. (a) 2006 ( b) 2005 (c) 2004 ( d) 2003 ( e) Total

15 Gifts, grants , and contributions received (Do not

include unusual grants See line 284,842,040 4,341,761 3,126,151 6,525,250 18,835,202

16 Membership fees received 0

17 Gross receipts from admissions , merchandisesold or services performed , or furnishing of

facilities in any activity that is related to the13,650,281 12,445,458 11,495,392 9,910,054 47,501,185

organization ' s charitable , etc , purpose

18 Gross income from interest , dividends, amountsreceived from payments on securities loans(section 512 ( a)(5)), rents, royalties, and

unrelated business taxable income ( less section356,568 308,253 301,363 207,386 1,173,570

511 taxes ) from businesses acquired by theorganization after June 30, 1975

19 Net income from unrelated business activitiesnot included in line 18 0

20 Tax revenues levied for the organization ' s benefitand either paid to it or expended on its 0behalf

2 1 The value of services or facilities furnished tothe organization by a governmental unit withoutcharge Do not include the value of services or 0facilities generally furnished to the public withoutcharge

22 Other income Attach a schedule Do not include

gain or ( loss) from sale of capital assets1,677,954 81,358 106,356 31,089 1,896,757

23 Total of lines 15 through 22 20,526,843 17,176,830 15,029,262 16,673,779 69,406,714

24 Line 23 minus line 17 6,876,562 4,731,372 3,533,870 6,763,725 21,905,529

25 Enter 1 % of line 23 205,268 171,768 150,293 166,738

26 Organizations described on lines 10 or 11 : a Enter 2 % of amount in column ( e), line 24 llk^ 26a 438,111

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

than a governmental unit or publicly supported organization ) whose total gifts for 2002 through

2005 exceeded the amount shown in line 26a Do not file this list with your return . Enter the total

of all these excess amounts 26b 0

c Total support for section 509(a )( 1) test Enter line 24 , column ( e) ► 26c 21,905,529

d Add Amounts from column ( e) for lines 18 1,173,570 19 0

22 26b 0 Ik- 26d 3,070,327

e Public support ( line 26c minus line 26d total) jl^ 26e 18,835,202

f Public support percentage ( line 26e (numerator ) divided by line 26c (denominator)) lk^ 26f 8598 38 %

27 Organizations described on line 12 : a For amounts included in lines 15, 16, and 17 that were received from a "disqualified person,"

prepare a list for your records to show the name of, and total amounts received in each year from, each "disqualified person

Do not file this list with your return . Enter the sum of such amounts for each year

(2006) (2005) (2004) (2003)

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 11b, 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 in (1) or (2), enter the sum of

these differences (the excess amounts) for each year

(2006) (2005) (2004)

c Add Amounts from column ( e) for lines 15

17 20

d Add Line 27a total

e Public support (line 27c total minus line 27d total)

and line 27b total

f Total support for section 509(a)(2) test Enter amount from line 23, column (e) ' 127f

g Public support percentage (line 27e ( numerator ) divided by line 27f (denominator)) ►

h Investment income percentage ( line 18, column ( e) (numerator ) divided by line 27f (denominator))'

28 Unusual Grants: For an organization described in line 10, 11, or 12 that received any unusual grants during 2002 through 2005,

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 in line 15

(2003)

16

21 llk^ 27c

Ilk- 27d

' 27e



IMMMIEUPrivate School Questionnaire (See page 7 of the instructions.)

(To be com p leted ONLY by schools that checked the box on line 6 in Part IV)29 Does the organization have a racially nondiscriminatory policy toward students by statement in its charter, bylaws, Yes No

other governing instrument, or in a resolution of its governing body? 29

30 Does the organization include a statement of its racially nondiscriminatory policy toward students in all its

brochures, catalogues, and other written communications with the public dealing with student admissions,

programs, and scholarships? 30

31 Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media during

the period of solicitation for students, or during the registration period if it has no solicitation program, in a way

that makes the policy known to all parts of the general community it serves? 31

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? 32a

b Records documenting that scholarships and other financial assistance are awarded on racially nondiscriminatory

basis? 32b

c Copies of all catalogues, brochures, announcements, and other written communications to the public dealing

with student admissions, programs, and scholarships? 32c

d Copies of all material used by the organization or on its behalf to solicit contributions? 32d

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

33 Does the organization discriminate by race in any way with respect to

a Students' rights or privileges? 33a

b Admissions policies? 133b

c Employment of faculty or administrative staff? 133c

d Scholarships or other financial assistance? 33d

e Educational policies? 33e

f Use of facilities? 33f

g Athletic programs? 33g

h Other extracurricular activities? 33h

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

34a Does the organization receive any financial aid or assistance from a governmental agency? 34a

b Has the organization 's right to such aid ever been revoked or suspended?

If you answered "Yes" to either 34a orb, 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 35



Lobbying Expenditures by Electing Public Charities (See page 9 of the instructions.)

(To be completed ONLY by an eligible organization that filed Form 5768)Check ► a fl if the organization belongs to an affiliated group Check ► b fl if you checked "a" and "limited control" provisions apply

Limits on Lobby ing Expenditures (a) (b)To be completed

Affiliated groupfor all electing

(The term "expenditures" means amounts paid or incurred totalsorganizations

36 Total lobbying expenditures to influence public opinion (grassroots lobbying) 36

37 Total lobbying expenditures to influence a legislative body (direct lobbying) 37

38 Total lobbying expenditures (add lines 36 and 37) 38

39 Other exempt purpose expenditures 39

40 Total exempt purpose expenditures (add lines 38 and 39) 40

41 Lobbying nontaxable amount Enter the amount from the following table

If the amount on line 40 is- The lobbying nontaxable amount is-

Not over $500,000 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 41

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 (ente r 25% of line 41) 42

43 Subtract line 42 from line 36 Enter -0- if line 42 is more than line 36 43

44 Subtract line 41 from line 38 Enter -0- if line 41 is more than line 38 44

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

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 throuah 50 on oaae 11 of the instructions

Lobbying Expenditures During 4-Year Averaging Period

Calendaryear ( or

fiscal year beginning in ) ►(a)

2007

(b )

2006

( c)

2005

(d)

2004

(e)

Total

45 Lobbying nontaxable amount

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

47 Total lobbying expenditures

48 Grassroots nontaxable amount

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

50 Grassroots lobbying expenditures

Lobbying Activity by Nonelecting Public Charities( For re p ortin g onl y b y org anizations that did not com p lete Part VI-A ( See a e 11 of the instructions. )

During the year, did the organization attempt to influence national, state or local legislation, including anyattempt to influence public opinion on a legislative matter or referendum, through the use of Yes No Amount

a Volunteers

b Paid staff or management (Include compensation in expenses reported on lines c through h.)

c Media advertisements

d Mailings to members, legislators, or the public

e Publications, or published or broadcast statements

f Grants to other organizations for lobbying purposes

g Direct contact with legislators, their staffs, government officials, or a legislative body

h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any other means

i Total lobbying expenditures (Add lines c through h.)

If "Yes" to any of the above, also attach a statement giving a detailed description of the lobbying activities



Information Regarding Transfers To and Transactions and Relationships With NoncharitableExempt Organizations (See page 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 50 1(c)(3) organizations) or in section 527, relating to political organizations?

a Transfers from the reporting organization to a noncharitable exempt organization of Yes No

(i) Cash

(ii) Other assets

b Other transactions

51a(i) No

a(ii) No

(i) Sales or exchanges of assets with a noncharitable exempt organization b(i) No

(ii) Purchases of assets from a noncharitable exempt organization b(ii) No

(iii) Rental of facilities, equipment, or other assets b(iii) No

(iv) Reimbursement arrangements b(iv) No

(v) Loans or loan guarantees b(v) No

(vi) Performance of services or membership or fundraising solicitations b(vi) No

c Sharing of facilities, equipment, mailing lists, other assets, or paid employees c No

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 i n any

transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received

52a 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 in section 527' lk^ fl Yes F No

b If "Yes," complete the following schedule


Additional Data

Software ID:

Software Version:

EIN: 51 -0066728

Name : Easter Seals Delaware & Maryland's Eastern Shore

Form 990, Part III - Program Service Accomplishments:

Program Service

All organizations must describe their exempt purpose achievements in a clear and concise manner . State the Expensesnumber of clients served, publications issued , etc. Discuss achievements that are not measurable. (Section 501 (Required for 501(c)(c)(3) and ( 4) organizations and 4947 ( a)(1) nonexempt charitable trusts must also enter the amount of grants (3) and ( 4) orgs., and

and allocations to others .) 4947( a)(1) trusts; butoptional for others.)

Adult & Senior Service ProgramsDay programs serve adults with developmental diabilities with door-to-doortransportation, facility-based and community experience activities encompassing choices of educational,leisure, and therapeutic activities Day health services provided by a staff including a full-time nurse arealso available, on a short-term or long-term basis Individuals' programs are designed according to theirpreferences and needs All day service options provide a respite function to families and caregivers,

a allowing them to work or do other things during program hours 549 people were served through these 7,171,158

programs

(Grants and allocations $ ) If this amount includes foreign grants, check here - fl

Camping & RecreationThis program gives caregivers a break from the responsibilities of continuous care

The staff at Fairlee Manor is trained to offer care to persons with disabilities, with nurses and medical careavailable Situated on a beautiful 250-acre campus in Chestertown, MD Fairlee Manor features a host ofeducational, social, and recreational activities Respite is available for children ages 6 and older, through

b adulthood 646 people were served through this program 931,322

(Grants and allocations $ ) If this amount includes foreign grants, check here F-

Job Training and EmploymentThis program allows adults to pursue individual or group employment In

conjunction with the Division of Vocational Rehabilitation, we work to find a competitive job match andprovide coaching until daily support can be provided by the employer Group employment allows people towork under ongoing supervision while performing contract work in community businesses In both instances,

c Easter Seals staff provides ongoing support for long-term job retention 63 people were served through this 1,586,370program


Medical RehabilitationPhysical therapists, occupational therapists, and speech-language pathologistsdevelop individualized treatment programs for persons with a variety of orthopedic and neurologicaldiagnoses, including spinal cord injury, brain injury, stroke, Multiple Sclerosis, Parkinson's Disease, and

d musculoskeletal disorders 1871 people were served through this program 4,067,742

(Grants and allocations $ ) If this amount includes foreign grants, check here F-

Early InterventionChildren from birth to 3 years of age diagnosed with developmental delays or a medicalcondition receive individualized treatment from a team of professionals, including Physical therapists,occupational therapists, speech-language pathologists, and early childhood educators These services aretypically provided in the child's home or daycare, but are also offered at Easter Seals facilities located in

e each county 227 people were served through this program 643,565


Form 990, Part V-A - Current Officers, Directors, Trustees, and Key Employees:

(B) Title and average ( C) Compensation ( D) Contributions to(E) Expense

(A) Name and address hours per week devoted ( If not paid , enter -0-employee benefit

account and otherto position ) plans & deferred

allowancescompensation plans

William AdamiPresident

61 Corporate Circle 116,576 22,148 0

New Castle, DE 19720240540 00

Gary Cassedy Vice President -

61 Corporate Circle Programs 71,589 18,508 0

new Castle, DE 197202405 40 00

Pamela Reuther Vice President -

61 Corporate Circle Programs 81,289 6,845 0

new Castle, DE 197202405 40 00

Verna Hensley Vice President - Public

61 Corporate Circle Affairs 53,553 13,001 0

new Castle, DE 197202405 32 00

John P Miller Vice President - Finance

61 Corporate Circle &Admin 83,898 15,811 0

new Castle, DE 197202405 40 00

Virginia NoblesVice President- HR

61 Corporate Circle 82,161 2,601 0

new Castle, DE 19720240540 00

Thomas Corriganber

61 Corporate Circle 0 0 0

new Castle, DE 1972024050 OO

Craig F Binettiber



Ernest J DianastasisVice Chair


new Castle, DE 1972024050 00

Marcus A Henryber




( D) Contributions to(B) Title and average ( C) Compensation (E) Expense

employee benefit(A) Name and address hours per week devoted ( If not paid, enter -0- account and other

plans & deferredto position ) allowances

compensation plans

Susan M Stinson

61 Corporate Circlesurer

0 0 0

new Castle, DE 1972024050

000

Robert J A Fraserber



Anthony Feliciaber



William B Browerber



Sunil A ntaniber



Richard S Cordreyber



James Kearnsber



David C Doane

61 Corporate CircleMEMBER

0 0 0

new Castle, DE 1972024050 00

Barry M Grangerber



David A Doughertyber




(D) Contributions to(B) Title and average ( C) Compensation (E) Expense

employee benefit(A) Name and address hours per week devoted (If not paid , enter -0- account and other

plans & deferredto position .) allowances

compensation plans

Kathleen H Forteber



Joseph A Guarinober



Kevin ReillyMember


new Castle, DE 1972024050 00

John S RileyMember


new Castle, DE 1972024050 00

Geoffrey M Rogersber



Ann H Simplerber



James H Stallkampber



Beverly Wardber



Robert Perkinsber


New Castle, DE 1972024050 OO

J Cameron YorkstonMember


New Castle, DE 1972024050 00


(D) Contributions to(B) Title and average (C) Compensation (E) Expense

employee benefit(A) Name and address hours per week devoted ( If not paid , enter -0- account and other

plans & deferredto position .) allowances

compensation plans

David L KotMember


New Castle, DE 1972024050 00

Kathleen McEnteeber



Walter McEvilly Jrber



Ted W Merrill Srber



Cynthia Morganber



Dolores A IfanoEx-Officio


new Castle, DE 1972024050 00

Ronald W DaviesEx-Officio


new Castle, DE 1972024050 00

Klaus LiebigEx-Officio


new Castle, DE 1972024050 00

John P GaulHonorary Member


new Castle, DE 1972024050 00

Hugh Martin VHonorary Member


new Castle, DE 1972024050 00


TY 2007 Depreciation and Depletion Schedule


EIN: 51-0066728

Asset Amount

Land Buildings & Equipment 774,623


TY 2007 Individual Assistance Schedule


EIN: 51-0066728

Class of Activity Amount

Personal Attendant Services 853,051


TY 2007 Land etc. Schedule


EIN: 51-0066728

Category /Item Cost/Other Basis Accumulated Depreciation Book Value

Land Buildings & Equipment 18,412,258 6,299,740 12,112,518


TY 2007 Other Changes in Net Assets Schedule


EIN: 51-0066728

Description Amount

Unrealized Loss on Investments -408,017

INVESTMENT EXPENSES -78,130


TY 2007 Other Liabilities Schedule


EIN: 51-0066728

Description Beginning of Year Amount End of Year Amount

315,714 201,072


TY 2007 Payments to Affiliates Schedule


EIN: 51-0066728

Name Address Amount Purpose

Easter Seals Inc (National Level) 230 W Monroe St 180046,511 National Dues

Chicago, IL 60606


TY 2007 Special Events Schedule


EIN: 51-0066728

Event Name Gross Receipts Contributions Gross Revenue Direct Expense Net Income (Loss)

Annual Meeting 103,525 0 103,525 33,266 70,259


TY 2007 Other Income Schedule


EIN: 51-0066728

Description 2006 2005 2004 2003 Total

Special Events 127,563 60,713 57,105 245,381

Other Revenue 978,025 20,645 49,251 31,089 1,079,010

Investment Income 572,366 572,366


TY 2007 Self Dealing Statement


EIN: 51-0066728

Line Number Explanation

2d SEE PART V-A, FORM 990.

BYLAWS

OF

EASTER SEALS DELAWARE AND MARYLAND'S EASTERN SHORE, INC.Adopted by the Board of Directors: May 13, 2004

(A not-for-profit corporation organized under the laws of the State of Delaware)

ARTICLE I

NAME

The name of this corporation is Easter Seals Delaware and Maryland's Eastern Shore, Inc. (hereinafter referred to as "the Organization.") Pursuant to a Membership Agreement, the Organization hasbeen granted a license to use the trademark "Easter Seals" and the registered symbol, the stylizedEaster Lily, which along with all other intellectual property rights of Easter Seals, Inc., ("Easter Seals")are the sole and exclusive property of Easter Seals, Inc., (hereinafter referred to as "Easter Seals" or"Easter Seals National Headquarters"). The Organization is affiliated with Easter Seals by means of aMembership Agreement between the Organization and Easter Seals (the "Membership Agreement").

ARTICLE II

PHILOSOPHY, OBJECTIVES, AND PROGRAM

SECTION 1 PHILOSOPHY - The following statements express the philosophy of the Organization:

A. The Organization is a not for profit organization providing services to persons with disabilities orother special needs and their families.

B. The Organization believes that persons with disabilities or other special needs and their familiesneed to be a part of their community life, and be accepted by their communities as members withrights and responsibilities.

C. To meet this need , the Organization believes that services should be provided to help personswith disabilities or other special needs and their families reach the maximum of their capabilitiesand secure opportunities for their education , training, and employment.

D. The Organization has the responsibility to help assure the adequacy and effectiveness of taxsupported programs for persons with disabilities or other special needs and their families, as wellas privately funded programs.

E. The Organization believes that it is essential to preserve independence in the manner in which itraises funds for support of its programs and to maintain the right to appeal directly andindependently to the public for support in conformity with accepted standards of ethical fundraising.

SECTION 2 OBJECTIVES - The objectives of the Organization shall be:

A. To assist persons with disabilities or other special needs and their families to find and makeeffective use of resources which will be helpful to them in developing their abilities and in livingpurposeful lives.

B. To assist communities in the development of necessary and appropriate services for persons withdisabilities or other special needs and their families.

C. To establish and maintain services which meet the needs of persons with disabilities or otherspecial needs and their families.

D. To work with and for persons with disabilities or other special needs and their families to assistthem to obtain their legal rights.

E. To create a climate of acceptance of persons with disabilities or other special needs and theirfamilies.

F. To support integration of children and adults with disabilities or other special needs and theirfamilies into the mainstream of community life.

SECTION 3 PROGRAM

A. In harmony with its stated objectives the Organization shall:

1. Stimulate the development of such programs and services in health, welfare, education,recreation and employment as are necessary for the rehabilitation of persons with disabilitiesor other special needs and their families.

2. Stimulate the development of, and conduct, educational programs for all who are concernedwith services for persons with disabilities or other special needs and their families includingprofessional personnel, parents, volunteers, and the public-at-large. Such Programs andServices shall include without limitation general public health education programs and publiceducation programs relating to specific disability issues.

3. Encourage the use of volunteers at all levels of the Organization.

4. Participate in and encourage research into the causes and prevention of disabilities, and intomethods of care, education, and treatment of persons with disabilities or other special needsand their families.

5. Develop and implement programs of direct services including rehabilitation, education, andresearch.

6. Cooperate and counsel with other organizations and agencies in appropriate activities relatingto persons with disabilities or other special needs and their families.

7. Cooperate with, counsel and share information with other affiliate organizations of EasterSeals (collectively, the "Affiliates") in order to improve their collective ability to meet thecommon mission of Easter Seals and its Affiliates.

8. Conduct comprehensive development activities to promote successful Organizationoperations.

9. Do such other things and perform such other acts as the Organization may deem necessaryto accomplish its purposes.

2

B. In the advancement of the foregoing, it shall be the responsibility of the Organization to:

1. Comply with the Standards of Membership for Easter Seals Affiliates ( as defined in theMembership Agreement) developed and maintained from time to time by Easter Seals.

2. Develop and maintain minimum standards for all activities carried out under Easter Sealauspices, including programs, personnel, administration, fund raising, communication,advocacy, public affairs and fiscal accountability.

C. The Organization shall not discriminate on the basis of age, sex, race, color, creed, national originmartial status, sexual orientation or disability or other classification protected by applicable lawwith regard to receipt of services, appointment or election to voluntary office; or hiring, assignmentto, or promotion in staff positions. All offices and facilities operating under the Organizationauspices shall endeavor to be accessible to persons with disabilities or other special needs andtheir families and shall be in compliance with the Americans with Disabilities Act of 1990.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1 NUMBER AND TERM OF OFFICE OF DIRECTORS

The Board of Directors of the Organization shall consist of at least ten (10) but not more than thirty(30) Directors elected by vote of the Board at the annual meeting of the Board or at such other time asthe Board may determine. At the annual meeting of the Organization, the Board of Directors shall byresolution fix the number of Directors to serve for the year next commencing and terms of office asmay be deemed appropriate for each Director. Directors shall be elected in so far as possible forterms of three (3) years, two (2) years or one (1) year so that the terms of office of one-third (1/3) ofthe members of the Board shall expire each year. Each Director shall hold office until their successoris elected or qualified or until their death, resignation or removal. The authorized number of Directorsshall include as ex-officio, voting members, the immediate past Chair of the Board and the Chair ofthe Easter Seals Committee of District 7630 of Rotary International (or such other representative ofDistrict 7630 as may be designated by the District Governor of District 7630 and the Chair of theBoard). In addition to the authorized number of Directors, there may be one additional member whoshall be the person from time to time serving as the Chairman of the Board of the Organization whoshall be an ex-officio, voting member. Subject to the provisions of the following paragraph andSection 3 of this Article III, additional Directors shall be elected to fill existing vacancies. The term ofan ex-officio Director shall be one year or the termination of incumbency in the specified office(s).

All Directors shall be elected from nominees submitted by the Nominating Committee or personsnominated from the floor, provided the consent of any such person has been obtained in advance. Ifthe number of nominees exceeds the number of vacancies to be filled, voting upon the nominees dulynominated shall be by secret ballot, and those nominees receiving the greatest number of votes to theextent of the vacancies to be filled, shall be deemed to be elected; provided however, that if two ormore nominees shall receive the same number of votes for the last vacancy to be filled, then one ormore new ballots shall be cast among such tying nominees until one shall receive a plurality of thevotes over those received by such other tying nominee or nominees.

SECTION 2 QUALIFICATIONS

To be eligible to serve on the board of directors as a director (elected, honorary or ex-officio), thedirector must be an independent director. An Independent Director is a person who:

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A. is not an employee or immediate family member of an employee (including spouse,domestic partner or companion living in the same household, children or step-children,sibling or step-sibling, parents, in-laws, grandparents or grand children) of Easter Seals,the Organization or of any other Affiliate. of the Organization.

B. has not, in the last five years, been affiliated with or employed by the present or formerindependent auditor of the Organization.

The Chief Executive Officer of the Organization, any other Affiliate or Easter Seals (sometimesreferred to as the President or the Executive Director), shall not be eligible to serve as a Director for aperiod of three (3) years after their employment as President has ended. A Director who has served afull term of three (3) years shall be eligible to succeed themselves in office for one additional term ofthree (3) years. For the purpose of the foregoing limitation, time served by a Director in filling avacancy or as a Director elected for a term of less than three (3) years, or in any ex-officio Director'sposition, shall be disregarded; whether such time be served before or after their first or second fullterm of three (3) years. A former Director who has not served as such for at least one (1) year shallagain be eligible for election as a Director.

SECTION 3 VACANCIES

A vacancy in the office of Director arising from any cause shall be filled for the unexpired term byelection by the Board. Any Director who has three (3) consecutive absences from regular meetings ofthe Board, beginning with the first meeting after their election, shall be considered as having resignedtheir position unless the Board excuses one or more of the absences, and the vacancy thus createdshall be filled as provided in Section 1 of this Article III. In the event a person already serving as aDirector shall become Chairman of the Board of the Organization, then in order to maintain a fullboard, a vacancy shall be deemed to exist, which may be filled by the Board for the period of suchperson's term of office as Chairman of the Board.

SECTION 4 EX-OFFICIO MEMBERS AND HONORARY MEMBERS

The Board of Directors may elect additional ex-officio and Honorary Directors, who shall be entitled toparticipate in the deliberations of the Board but shall have no vote except as otherwise expresslyprovided for in these Bylaws. The Chairs of the Regional Advisory Committees shall be ex-officiomembers of the Board of Directors but shall have no voting privileges.

SECTION 5 MEETINGS

The annual meeting of the Board shall be held in the fall of each year, time and place to bedetermined. Other regular meetings, not fewer than three (3) per year, must be held, at the call of theChair, at the place and date specified in the call. Special meetings of the Board may be called by theChair, and shall be called upon the written request of one-third of the members of the Board. Noticeof the time and place of all meetings, and, in the case of a special meeting, the purpose thereof, shallbe given by the Secretary of the Organization to each member of the Board not less than ten (10)days before the date specified for such meeting except forty-eight (48) hours' notice of any meetingshall also satisfy the requirements hereunder (other than in cases where such notice is given for theremoval of a Director) if given personally or by phone. Such notice shall be by mail addressed toeach member at his address last recorded with the Secretary. Members of the Board may participatein a meeting through use of a conference telephone or similar communications equipment, so long asall members participating in such meeting communicate with one another. Participating in a meetingpursuant to the foregoing sentence constitutes presence in person at such meeting. Any membersmay waive notice of a meeting.

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SECTION 6 POWERS

The Board , subject to these Bylaws, shall exercise all corporate powers and conduct, manage, andcontrol the affairs and property of the Organization. It shall cause the books and financial statementsof the Organization to be audited annually by independent certified public accountants. It shall havepower to receive, use, hold invest , and reinvest gifts, bequests, devises , grants, or funds fromwhatever source and use the same or the proceeds thereof for the Organization or any of its activitiesor as specifically designated. The Board may, from time to time, request the Regional AdvisoryCommittees give their recommendation on matters of basic policy.

SECTION 7 QUORUM AND VOTING

A quorum for the transaction of business shall exist whenever a majority of the Board (exclusive ofnon-voting ex-officio and Honorary Directors) is present in person. Each Director (excluding non-voting ex- officio and Honorary Directors) shall be entitled to one vote, to be cast in person and not byproxy. Unless a greater vote is required by these Bylaws, any proposal to come before the Boardshall be deemed to be adopted upon the affirmative vote of the majority of the Directors present andvoting , a quorum being present . Members of the Board of Directors or any Committee thereof mayparticipate in a meeting of such Board or Committee by means of a conference telephone or similarcommunication equipment by means of which all persons participating in the meeting can hear eachother and participation in a meeting pursuant to this paragraph shall constitute presence in person atthe meeting.

SECTION 8 CONFLICT OF INTEREST

The Organization shall establish and maintain written policies governing business relationshipsbetween the Organization , its Directors, officers, advisory board members , employees, and membersof the immediate families of any of the foregoing, in order to assure that the business and affairs ofthe Organization are conducted independently and in the best interest of the Organization at alltimes, and providing for the timely and appropriate disclosure of any circumstances which mayconstitute a conflict of interest or interfere with the exercise of independent judgment by any Director,officer , advisory board member , or employee of the Organization. Such written policies shall bereviewed and approved by the Board and communicated to all employees at least annually.

The Organization shall endeavor not to enter into business relationships with persons or entities inwhich its Directors, officers , staff or members of the immediate families of any of the foregoing(including spouse, domestic partner or companion living in the same household, children or step-children, siblings or step-siblings, parents, in-laws , grandparents or grandchildren ) have a direct orindirect interest (" Related Transactions "). However, in the event of a potential Related Transaction,the Director holding such an interest shall fully disclose the nature of the conflict and the interest tothe Board, and such Director shall not participate in, or attend , the discussions or votes regarding theproposed Related Transaction.

SECTION 9 ACTION WITHOUT MEETING

Any action required or permitted to be taken by the Board or any committee thereof under theprovisions of the applicable Delaware Corporate Law, the Certificate of Incorporation or these Bylawsmay be taken without a meeting , if all members of the Board or committee consent in writing to suchaction . Such written consent or consents will be filed with the minutes of proceedings of the Board orcommittee . Such action by written consent will have the same force and effect as a unanimous voteof such Directors.

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SECTION 10 REMOVAL OF DIRECTOR

Any Director may be removed from office at any time, upon the affirmative vote of not less than two-thirds (2/3) of the entire voting members of the Board

SECTION 11 COMPENSATION

No Directors will receive compensation other than reimbursement from time to time for expensesincurred on behalf of the Organization.

ARTICLE IV

REGIONAL ADVISORY COMMITTEES

SECTION 1 NUMBER , QUALIFICATIONS AND ELECTION OF REPRESENTATIVES

A. Number and Term of OfficeThe principal advisory bodies of the Organization shall be Regional Advisory Committees having amaximum membership of thirty (30) and a minimum membership of twelve (12). The term of officefor Regional Advisory Committee members shall be a maximum of two (2) three (3) years.Members shall be elected in annual classes numbering approximately one third of theCommittee's total membership - thereby assuring continuity in membership as well as orderlyrotation of members. Each Committee will be responsible for developing the procedures toimplement this policy.

The Chair of the Board and the President shall be an ex-officio member of the Regional AdvisoryCommittees with right to participate in their deliberations but without right to vote. The Board may,from time to time, adjust the regional boundaries taking into consideration the principles on whichthe original districts were founded.

B. NominationsThe Chair of each Regional Advisory Committee shall appoint a Nominating Committee of three(3) persons which shall nominate members for their Regional Advisory Committee from theassigned geographical area.

C. QualificationsRegional Advisory Committee members must be active volunteers of the corporation, but nosalaried employee of Easter Seals or the intermediary shall be eligible to serve as a votingmember to a Regional Advisory Committee of the Organization.

SECTION 2 MEETINGS

The Regional Advisory Committees shall meet four (4) times each year at times to be designated bythe Chair of the Committee. At least twenty-one (21) days advance notice in writing of the time anddate of the meeting and the agenda to be acted upon shall be given by ordinary mail by the Secretaryof the Regional Advisory Committee to each representative at his last address recorded with theSecretary.

Special meetings of the Regional Advisory Committee shall be held upon call of the Chair of theRegional Advisory Committee or upon call of 20% or more members of the committee. At least three(3) days advance notice of the time, place and purpose of any such special meeting shall be given bythe Secretary of the Regional Advisory Committee to each member at the address last recorded withthe Secretary.

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SECTION 3 QUORUM AND VOTING

A quorum for the transaction of business shall exist whenever at least 33 1/3% of the duly elected andqualified members are present in person.

Each member shall be entitled to one (1) vote, to be exercised in person, but not by proxy, on allmatters to come before the Regional Advisory Committee, unless the statutes or these Bylaws requirea greater vote.

SECTION 4 OFFICERS OF THE REGIONAL ADVISORY COMMITTEE

A. Number, Qualifications, and ElectionThe Regional Advisory Committees at the last meeting in the fiscal year shall elect from their ownmembership a Chair and Vice Chair of the Regional Advisory Committee, each to serve during theensuing year and until their respective successor has been duly elected and qualified. The Chairand Vice Chair shall be eligible to succeed themselves for one additional term in office. TheRegional Advisory Committees shall also elect a Secretary who need not be from their ownmembership. The Secretary of the Regional Advisory Committee shall be eligible to succeedthemselves in office without limitation as to the number of term thereof.

Three (3) members of the Nominating Committee, under the provisions of Section 1 B of thisArticle, shall serve as a committee to nominate the officers of the Regional Advisory Committee forpossible appointment to standing committees of the Board.

The newly elected officers shall qualify and take office immediately prior to the adjournment of thelast meeting of the fiscal year at which they are elected, take up any additional new business and,if none, proceed to adjournment.

Vacancies in the office of Chair, Vice Chair, or Secretary of the Regional Advisory Committee maybe filled for the remaining term until the last meeting of the fiscal year of the Regional AdvisoryCommittee by the Regional Advisory Committee.

B. DutiesThe Chair of the Regional Advisory Committee shall preside at all meetings thereof. They shall,with the concurrence of the Regional Advisory Committee, appoint all members of the variousstanding and other committees thereof, designate special committees when deemed appropriate,and perform such other duties as may, from time to time, be designated by the Regional AdvisoryCommittee and the Board.

The Vice Chair shall perform the duties of the Chair in their absence, and shall perform such otherduties as the Regional Advisory Committee may, from time to time, designate.

The Secretary of the Regional Advisory Committee shall take and preserve the minutes of allmeetings of the Regional Advisory Committee, assist in the preparation of the agenda for and givenotice of all meetings thereof, and perform such other duties as may, from time to time, bedesignated by the Regional Advisory Committee.

C. Committees of the Regional Advisory CommitteeThe Regional Advisory Committees may, from time to time, establish such other committees asthe may deem advisable.

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SECTION 5 POWERS OF THE REGIONAL ADVISORY COMMITTEES

The Regional Advisory Committees shall have the power to consider all matters referred to them bythe Board including questions pertaining to basic policy of the Organization and give theirrecommendations thereon; it being understood, however, that the acceptance and implementation ofany such recommendations shall be solely within the discretion of the Board.

ARTICLE V

OFFICERS OF THE BOARD

SECTION 1 NUMBER AND TERM

The officers of the Organization shall consist of a Chair, one (1) Vice Chair, a Treasurer all of whomshall be elected from the Board and a Secretary. The Secretary may but need not be a member ofthe Board. Said officers shall be elected to serve until the next annual meeting of the Board and untiltheir successors shall have been elected and qualified. The Chair and Vice Chair, may succeedthemselves in office for one additional term, if duly qualified and elected. Furthermore, uponrecommendations of the Nominating Committee where due to special circumstances it is deemed tobe in the best interest of the Organization, the Chair may be nominated and elected to a third one (1)year term. The Treasurer may succeed themselves in office for two additional terms, if duly qualifiedand elected.

The Secretary may succeed themselves in office without limitation on number of terms. The Boardmay also elect an Assistant Secretary and an Assistant Treasurer who shall serve at the pleasure ofthe Board and who need not be a member of the Board. All officers shall be elected from nomineessubmitted by the Nominating Committee or persons nominated from the floor, provided the consent ofthe person has been obtained in advance.


No salaried employee of Easter Seals, of the Organization or any local unit of Easter Seals, shall beeligible to serve as officer of the Organization, except as Secretary, Assistant Secretary, or AssistantTreasurer.

SECTION 3 REMOVAL FROM OFFICE

Any officer may be replaced by the affirmative vote of not less than a majority of the members of theBoard.

SECTION 4 VACANCIES

Any vacancies in any office of the Organization arising from any cause shall be filled for the unexpiredterm by election by the Board.

SECTION 5 DUTIES OF OFFICERS

A. Chair The Chair shall preside at all meetings of the Organization . The Chair shall be an ex-officiomember of all committees of the Organization except the Nominating Committee ( s) of theOrganization . The Chair shall perform such duties as usually pertain to such office or as may fromtime to time be assigned to them by the Board . The Chair shall be directly responsible to theBoard and shall report to the Board all important matters pertaining to the welfare of the

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Organization. The Chair shall be responsible for appointing the number of delegates to theNational House to which the Organization is entitled and as many alternate delegates as aredeemed necessary and appropriate.

B. Vice Chair The Vice Chair, in order of designation, shall perform the duties of the Chair in theChair's absence, and shall perform such other duties as the Chair or the Board may from time totime designate. In the case of the Chair's inability or refusal to serve, resignation, removal fromoffice or death, the Vice Chair, in order of designation, shall fill the unexpired term of the Chair.

C. Treasurer The Treasurer shall be responsible for all the funds and securities of the Organization,shall authorize the paying out of monies on such approvals and signatures as the Board maydetermine , shall be responsible for the maintenance of adequate books of account , shall presentto the Board monthly financial statements of receipts and expenditures and at the close of eachfiscal year shall present to the Board a financial report for the year accompanied by a balancesheet and an income and expense statement audited by a certified public accountant.

D. Secretary The Secretary shall attend and shall be responsible for the preparation andpreservation of the minutes of all meetings of the Board. The Secretary shall serve ex-officio onsuch committees as may be appointed by the Chairman except the Nominating Committee. TheSecretary shall give all notices, which may be required by law or by these Bylaws. The Secretarymay sign on behalf of the Organization, with such other officers as are authorized by the Board,any and all contracts or agreements authorized by the Board. The Secretary shall have charge ofsuch books, documents, and papers as the Board may determine and shall perform such otherduties as may be assigned to him from time to time by the Board. The Secretary may authorizethe Assistant Secretary to perform or discharge any of the Secretary's duties or responsibilities.

E. Assistant Secretary/Assistant Treasurer The Board may from time to time electan Assistant Secretary/Assistant Treasurer. The Assistant Secretary/Assistant Treasurer shall doand perform such duties as may be assigned from time to time by the Board. In the case of theSecretary's (i) absence or (ii) inability or refusal to serve, resignation, removal from office ordeath, the Assistant Secretary shall perform the Secretary's duties during the Secretary'sabsence, or for the remainder of the unexpired term, respectively.

ARTICLE VI

PRESIDENT

The Board shall employ a President of the Organization for such period of time and upon such termsand conditions as the Board may determine, except that no Director who has served on the EasterSeals National Board or on the board of any Affiliate shall be eligible to serve as President of theOrganization for three (3) years after the Director's term of service has ended. The President shall bethe chief executive officer of the Organization, and shall have authority to employee and dischargeemployees the Organization. The President shall exercise such other powers as may be customarilyassigned to or assumed by the chief executive officer of a business organization including executingany and all contracts, instruments or agreements authorized by the Board. The President shall serveex-officio, without vote, on all committees of the Organization except the Nominating Committee(s)and shall perform such other duties as may be assigned to them from time to time by the Board.

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ARTICLE VII

COMMITTEES OF THE BOARD OF DIRECTORS

SECTION 1 APPOINTMENT AND TENURE

The Chair shall appoint annually standing committees and such special committees as may beauthorized by the Board for such period as may be necessary. Committee members shall serve untilthe designation of their successors, except as otherwise provided herein. The chair of eachcommittee shall be a member of the Board. Other committee members may be appointed fromamong the membership of the Board and from outside of the Board. Each committee member, withthe exception of ex-officio members and consultants, shall be entitled to vote at committee meetings.

SECTION 2 STANDING COMMITTEES

The following committees, each of which shall have a minimum number of members as identifiedtherein shall be appointed annually by the Chair. Except as otherwise provided herein, eachcommittee's recommendations shall be transmitted to the Board for action.

A. Development CommitteeThis committee shall have a minimum of five (5) members and shall plan, assist in implementing,and evaluate the fund raising programs of Easter Seals. It shall review and makerecommendations to the Board regarding policies, minimum fund raising standards andregulations for Easter Seals and monitor compliance with these standards and regulations.

B. Communications CommitteeThis committee shall have a minimum of three (3) members and shall have the responsibility forrecommending to the Board policies with respect to public image, marketing and communications.It shall review the annual plan objectives and assist in development, implementation andevaluation of an Easter Seals integrated marketing/communication plan.

C. Fiscal CommitteeThis committee, of which the Treasurer shall serve as chair, shall have a minimum of five (5)members and shall oversee on behalf of the Board all matters relating to the funds, securities andinvestments of the Organization. It shall maintain a continuous and overall review of income andexpenditures and shall make recommendations to the Board relating thereto. This committeeshall annually present to the Board a budget of anticipated receipts and expenditures for thecoming year. It shall, in addition, review regularly the Organization's fiscal position and makerecommendations to the Board relating thereto. It shall also consider and advise upon any othermatters relating to fiscal management of the Organization.

The Fiscal Committee, with the Chair, shall have authority to act on behalf of the Board on allfinancial, non-policy and emergency matters, which cannot be delayed until the Board's nextregularly scheduled meeting provided that such authority shall not operate to circumvent theresponsibility and authority vested in the Board and its other committees by these Bylaws. ThisCommittee, with the consent of the Chair, is authorized to commit expenditures up to a totalamount, which shall be determined from time to time by the Board. Any action taken by suchcommittee pursuant to the foregoing authority shall be reported to the Board at its next regularmeeting.

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D. Human Resources CommitteeThis Committee shall have a minimum of three ( 3) members and shall have the responsibility forrecommending to the Board policies with respect to personnel matters and assisting the Presidentin maintaining a sound program of human resource management , employee benefits and staffdevelopment for all of the Organization ' s employees . This Committee shall also assure soundmanagement of a volunteer program for the Organization, assist in meeting the volunteer needs ofEaster Seals and maintain an awards program.

E. Strategic Direction CommitteeThe Strategic Direction Committee shall have a minimum of five (5) members and lead theorganization in its commitment to providing quality services that are responsive to the individualand meet the needs of the community. To achieve its purpose, the Committee monitors programperformance on-going within the context of changing environmental factors and helps set thedirection for existing and future services. The Committee shall:

a. Review and provide input into Easter Seals' strategic and operational plans.b. Review the performance of Easter Seals' services through the utilization of outcome

measurement data.c. Review and make recommendations on the performance standards by which services by

Easter Seals can be measured.d. Assimilate information obtained by key constituents (persons served, funders, community) in

assisting the organization to improve the quality of its services.e. Make recommendations to the Board of Directors regarding program performance.f. Provide program staff with technical advisor candidates.g. Monitor political, social, economic and environmental factors, which may impact the purpose of

the organization.

F. Governance Committee

AppointmentThe Governance Committee is appointed by the Board of Directors to assure that the Boardis composed of qualified and experienced individuals who will represent the best interests ofthe Organization in fulfilling its philosophy, objectives and programs. This committee willdefine and recommend for Board approval those governance practices, including Boardcommittee structure and composition, that will assure an efficient process of nominating andevaluating the ongoing performance of the Board and its members.

The Governance Committee shall consist of no fewer than three (3) or more than five (5)members of the Board, each of whom shall be an independent director as defined Section 2of these by-laws, any other applicable laws, rules and regulations governing independence,as determined to be applicable by the Board, and the Organization's independencestandards, as such requirements may be in effect and amended from time to time.

The committee shall meet as frequently as the discharge of its responsibilities shall requireand have at least three (3) regularly scheduled meetings each year, in accordance with aschedule approved by the Chair of the Committee and the Chair of the Board. The meetingschedule for the forthcoming year is generally set during the last meeting of the current year.

The Chair shall preside at each meeting. In the event the Chair is not present at a meeting,the Committee members present at that meeting shall designate one of its members as theacting chair of such meeting.

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The committee shall have the authority to form and delegate any of its responsibilities tosubcommittees as it may deem appropriate, in its sole discretion.

In carrying out its responsibilities, the committee may consult with the Chair of the Board, theChief Executive Officer and others, both inside and outside the Organization, in developingrecommendations to the Board concerning potential nominees for election to the Board andsuch other matters as it deems appropriate.

ResponsibilitiesThis committee shall have the following authority and responsibilities:

To assist the Board in identifying individuals qualified to be Board members,consistent with criteria approved by the Board, and to recommend to the BoardDirector's nominees for the Board and for each committee.

2. To evaluate board members who are up for re-election as to their ability andinterest in continuing to serve as a member of the Board.

3. To review and recommend to the Board the size, composition and organization ofthe board and its committees, board and committee succession, board operationsand directorship policies and practices and associated matters of governance.

4. To lead the Board in its annual review and evaluation of board performance andeffectiveness.

5. To review the Conflict of Interest policy with members of the Board on an annualbasis, as well and any relationships Directors may have with the Organizationand/or its subsidiaries or affiliates that my reasonably create the appearance of nonindependence.

6. To assure that the Board is familiar with and committed to the ethics principles andprograms that have been adopted by the Organization.

7. To assist the Board in fulfilling its oversight responsibility relating to theOrganization's compliance with legal and regulatory requirements for matters notprimarily related to accounting, auditing, financial reporting and/or internal controls.

8. Preparing a list of nominees for Directors which shall be presented to the members of theBoard of Directors thirty (30) days prior to its annual meeting, and a list of nominees forofficers for the Board shall be presented to the Board thirty (30) days prior to its annualmeeting.

G. Information Systems Committee

AppointmentThe Information Systems Committee is appointed, and the Chair named, by the Board of Directors.The Information Systems Committee shall have a minimum of five (5) members. The Committeeshall meet at least four (4) times each year or more frequently as it deems necessary.

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ResponsibilitiesThe Information Systems Committee provides the information technology support and capabilities thatare necessary to realize the Easter Seals Delaware & Maryland's Eastern Shore, Inc. vision andmission with the following responsibilities:

a. To provide direction in prioritizing major information technology projects that will affect theentire Organization in the long term.

b. To assist in setting up infrastructure methods and policies.c. To gain outside expertise on difficult questions on how to use information technology to be

efficient and effective in gathering and sharing information internally and externally.d. To create a strong network of outside information technology experts to call upon for

assistance in selecting hardware, software, network architecture, etc.e. To support the development and implementation of business plans in information

technology.

H. Public Affairs Committee

This Committee shall have a minimum of three (3) members and shall have the responsibility formonitoring and overseeing Easter Seals' efforts to communicate with and influence individualswho formulate public policy and/or make funding decisions which could impact the organization.This includes, but is not limited to, Congress, state and local legislative bodies, other governmentagencies, non-profit agencies, the media and donors. The Committee may also consider andmake recommendations to the Board of Directors as well as National Easter Seals about policiesconcerning public policy and government relations.

SECTION 3 EXECUTIVE EVALUATION AND COMPENSATION COMMITTEE

A. AppointmentThe Executive Evaluation and Compensation committee shall consist of at least three (3)members , including the Immediate Past Chair of the Organization as Chair, the Chair and one ormore other members who shall be selected by the Immediate Past Chair and the Chair.

B. ResponsibilitiesThe Executive Evaluation and Compensation Committee shall evaluate the performance andreview and establish the compensation of the President. It shall meet at least once per year.

SECTION 4 AUDIT COMMITTEE

A. AppointmentThe Audit Committee is appointed, and the Chair named, by the Board of Directors. The AuditCommittee shall be comprised of at least three (3) but not more than five (5) members of theBoard, each of whom shall be free from any association with the Organization that may representa conflict of interest or in any way interfere with their independent judgment. All members of theCommittee shall have a basic understanding of finance and accounting and be able to read andunderstand fundamental financial statements. At least one (1) member of the Committee shallhave direct accounting and related financial management expertise.

B. ResponsibilitiesThe Audit Committee is responsible for assisting the Board of Directors in fulfilling its oversightresponsibilities for auditing and regulatory compliance as follows:Select independent auditor(s) and establish the scope of their work.

a. Access directly the independent auditor(s) and any member of the Organization.b. Review reports or incidents on any control, compliance or internal fraud issue.

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c. Conduct any investigation appropriate to fulfilling its duties or referred by the Board.d. Retain, at the Organization's expense, special legal, accounting or other consultants

deemed necessary to the performance of its duties.e. Review with the Board the results of all audit reports and recommended remedial action(s).f. Oversee the Risk/Crisis Management Plan

The Audit Committee shall meet at least two (2) times annually, or more frequently as it deemsnecessary.. A majority of the members is required for a quorum. Minutes shall be maintainedand provided to the Board.

SECTION 5 APPOINTMENT OF CONSULTANTS

The Chair, with the approval of the Board , shall appoint to committees such consultants as aredeemed necessary from time to time to implement the purposes and policies of the Organization.

ARTICLE VIII

DELEGATES TO THE EASTER SEALS NATIONAL HOUSE OF DELEGATES

SECTION 1 NUMBER AND TERM OF DELEGATES AND ALTERNATE DELEGATES

The number of delegates and alternate delegates to the Easter Seals National House of Delegates forthe Organization shall be determined by Easter Seals, Inc., in accordance with the current formulas asdescribed in the Bylaws of Easter Seals , Inc. At each annual meeting of the Board, delegates andalternate delegates shall be appointed by the Chair of the Board for a term of one year or until theirsuccessors shall have been duly elected and certified.


No salaried employee of Easter Seals , the Organization , or any other Affiliate shall be eligible to serveas a delegate or alternate delegate of the Organization . A delegate or alternate delegate who hasserved a full term of one ( 1) year shall be eligible to succeed themselves in office without limitation.

SECTION 3 VACANCIES

A vacancy in the position of delegate or alternate delegate arising from any cause shall be filled forthe unexpired term by appointment by the Chair of the Board.

ARTICLE IX

RULES AND PROCEDURES

Unless otherwise provided in these Bylaws, "Robert's Rules of Order" newly revised shall be observedas the rules of procedure for all meetings of the Board and the committees provided for in theseBylaws.

ARTICLE X

FISCAL YEAR

The fiscal year of the Organization shall begin on September 1 of each year and end on August 31 ofthe next succeeding year.

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ARTICLE XI

USE OF NAME AND SYMBOLS OF EASTER SEALS, INC.

It is hereby reaffirmed that the name "Easter Seals Delaware and Maryland's Eastern Shore, Inc." andthe stylized Easter Lily by which it is identified are the lawful property of Easter Seals, Inc., and areused by the Organization and the local service members thereof by and with the consent of EasterSeals, Inc. Accordingly, in the event of the dissolution of the Organization or in the event its affiliationwith Easter Seals, Inc. shall be terminated, voluntarily or involuntarily, the Organization shallthereupon immediately discontinue the further usage of such name and symbol, and of any othername or symbols which may hereafter be adopted by Easter Seals, Inc. and authorized for use by theOrganization, and will promptly take all required action under State law to amend its charter to changeits name to a name which does not contain the words "Easter" or "Seals" and which is not otherwiseconfusingly similar to its present name. The Organization] understands and consents that theprovisions of this Article may be enforced by injunction at the suit of Easter Seals, Inc. in addition toany other remedy which may be provided by law.

ARTICLE XII

INDEMNIFICATION

The Organization shall purchase and maintain insurance on behalf of and indemnify any person whowas or is a party or is threatened to be 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 inthe right of the corporation) by reason of the fact that they are or was a Director, officer, employee, oragent of the Organization, or is or was serving at the request of the Organization as a Director,officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,against expenses (including attorneys' fee, judgments, fines and amounts paid in settlement) actuallyand reasonably incurred by them in connection with such action, suit or proceeding if they acted ingood faith and in a manner reasonably believed to be in or not opposed to the best interests of theOrganization, and with respect to any criminal action or proceedings, had no reasonable cause tobelieve their] conduct was unlawful. The termination of any action, upon a plea of nolo contendere orequivalent, shall not, of itself, create a presumption that the person did not act in good faith and in amanner which they reasonably believed to be in or not opposed to the best interests of theOrganization, and with respect to any criminal action or proceeding, had reasonable cause to believethat their conduct was unlawful.

ARTICLE XIII

NOTICES

Notice required to be given under the provisions of these Bylaws to any Director or Officer may be given inwriting, by delivery in person to such Officer or Director, by depositing the same in a post office or letter box, ina first-class postpaid envelope, or by depositing the same with a nationally recognized overnight carrierservice, or by electronic means including facsimile transmission, telegram or e-mail by transmission thereof,addressed to such Officer or Director at such address as appears on the books of the Organization for suchpurposes, and such notice shall be deemed to be given at the time when the same shall have beendelivered by hand, deposited or transmitted. Any Officer or Director may waive, in writing, any noticerequired to be given under these Bylaws, whether before or after the time stated therein. Notice of a meetingshall not be required to be given to any Director or Officer, as the case may be, who shall attend such meetingin person and shall not, at the beginning of such meeting, object to the transaction of any business because themeeting is not lawfully called or convened, or who shall, either before or after the meeting submit a signedwaiver of notice.

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ARTICLE XIV

AMENDMENTS

These Bylaws may be amended or repealed, or new Bylaws may be adopted, by a concurrent vote ofa majority of the Board of Directors.

Revised 1/98, 2/00, 11/01, 5/04, 5/06, 11/06, 1/07, 2/08

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Documents

p rint - DO NOT PROCESS As Filed Data - DLN ...990s.foundationcenter.org/990_pdf_archive/510/...independence of children and adults with disabilities or other special needs through