Program Use of Medical Bureau of Health Care Safety and ... · '3+ Application _l_ of_2 __...

DPH1000369

CHARLES 0 . BAKER GOYemor

KAAYN E. POLITO L~Govwncw

INSTRUCTIONS

The Commonwealth of Massachusetts Executive Office of Health and Human Services

Department of Public Health Bureau of Health Care Safety and Quality

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

MARYLOU SUDDERS Secretary

MONICA BHAREL, MO, MPH Cammluloner

Tel: 117-M0"6l70 www.m.111.govhn1d lealmartj ua1111

MANAGEMENT AND OPERATIONS PROFILE Request for a Certificate to Registration to

Operate a Registered Marijuana Dispensary

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

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

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

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

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

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

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

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DPH1000370

Application _l_ of_2 __ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION. INC.

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

Department of Public Health Medical Use of Marijuana Program

RMD Applications 99 Chauncy Street, 11 lh Floor

Boston, MA 021 I I

All fees are non-refundable and non-transferable.

REVIEW

Applications are reviewed in the order they are received.

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

PROVISIONAL CERTIFICATE OF REGISTRATION

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

REGULATIONS

For complete information regarding registration of an RMD, please refer to I 05 CMR 725.100.

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

PUBLIC RECORDS

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

QUESTIONS

If additional information is needed regarding the RMD application process, please contact the Medical Use of Marijuana Program at 617-660-5370 or [email protected].

lnfonnuion on IJ>;s page has bcon .mewed by lhe appl~£~"'t""• pro,,;dod by lhe •pplkanl, ~ a<<Urnle ood <0mpl<le, os indicated by the initials of the authorized signatory here:

Management and Operations Profile -

DPH1000371

Application _t_ of _2 __ Applicant Non-Profit Corporation W1LLIAM NOYES WEBSTER FOUNDATION. INC.

CHECKLIST

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

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

0 A copy of the Corporation's Articles of Incorporation

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

IZl A copy of the Corporation's bylaws

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

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

0 A completed Remittance Form (use template provided)

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

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

Information on this page has been reviewed by the applirfl<d p rovided by the applicant. is accurate and complete, as indicated by the initials of the authorized signatory here:

Management and Operations Profile -

DPH1000372

I 2 Application __ of __ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOVNQATION, INC.

SECTION A. APPLICANT INFORMATION

I.

2.

3.

4.

William Noyes Webster Foundation, Inc.

Legal name of Corporation

Jane W. Heatley

Name of Corporation's Chief Executive Officer

46 Stonehcdge Drive, Barnstable, MA 02630

Address of Corporation (Street, Cityffown, Zip Code)

Jane W. Heatley, President

Applicant point of contact (name of person Department of Pub I ic Health should contact regarding th is application)

5.

6.

(949) 873-3953

Applicant point of contact's telephone number

[email protected]

Applicant point of contact's e-mail address

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

2

SECTION B. INCORPORATION

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

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

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

Information on this page has been reviewed by the appliFant. a where provided by the applicant, is accurate ond complete, as indicated by the initials oflhe authorized sisriatory here·

Management and Operdtions Profile -

DPH1000373

Name Appro\'ed

c 0 p 0 M 0

llA. 0

P.C.

FEDERAL IDEITTIFICA TION

We. Jane Heatley

and Paul Covell

NO. 46-)402577

~ommonmealtb of ;fllaiiacbusetti William Francis Galvin

Secretary of the Commonwealth One Ashburton Place, Boston. Massachusetts 02108-1512

RESTATED ARTICLES OF ORGANIZATION (General Laws, Chapter 180, Section 7)

• •President,

.•Clerk.

of Wmiam Noyes Webster Foundation. Inc. (Exact name of corporation)

located at, 46 Stonehedge Drive, Barnstable, MA 02630 • (Street address of corporalion in Massachusens)

do hereby certify that the following Restatement of the Articles of Organization was duly adopted at a meeting

held on Sept 15 , 2015. by a vote of: 4 directors,

0 Being at least two-thirds of the members or directors legally qualified to vote in meetings of the corporation where there is no amendment to the Articles of Organization; OR

0 Being at least two·thirds of its members legally qualified to vote in meetings of the corporation where there is an amendment to the Articles of Organization; OR

181 Being at least two-thirds of its directors where there are no members pursuant to General Laws, Olapter 180, Section 3 and there is an amendment to the Articles of Organization; OR

0 In the case of a corporation having capital stock. by the holders of at least two-thirds of the capital stock having the right to vote therein where there is an amendment to the Articles of Organization.

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DPH1000374

ARTICLE I The name of the corporation is:

William Noyes Webster Foundation. Inc ..

ARTICLEU The purpose of the corporation is lo engage in the following activities:

See Attached.

ARTICLE ID A corporation may have one or more classes of members. If it does, the designation of such classes, the manner of election or appoinunents, the duration of membership 8Dd the qualification and rights, including voting rights. of the members of each class, may be set forth in the by-laws of the corporation or may be set forth below:

Set Forth in Bylaws.

ARTICLE IV ••other lawful provisions.. if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting. defining, or regulating the powers of the corporation. or of its directors or members, or of any class of members, are as follows:

See Attached.

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DPH1000375

ARTICLEV The effective date ofthe Restated Articles of Organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shell not be more than thirty days after the date of filing.

ARTICLE VI The information contained in Article VI is not a permanent part of the Articles of Organization.

a. The street address (post office boxes are not acceptable} of the principal office of the corporation in MassachuseJts is:

46 Stonehedge Drive Barnstable, MA 02630

b. The name, residential address and post office address of each director and officer of the corporation is as follows:

President:

Treasurer:

Clerk:

Directors: (or officen having the powers of directors)

NAME RESIDENTIAL ADDRESS

See Attached.

c. The fiscal year of the corporation shall end on the last day of the month of: December

d. The name and business address of the resident agent, if any, of the corporation is:

NIA

POST OFFICE ADDRESS

**We further certify that tbe foregoing Rest..ted Articles of Organization affect no amendments to the Articles of Organization of the corporation as heretofore amended, except amendments to the following articles. Briefly describe amendments below:

Articles II, m, lV and VI

Sept • 20 15,

DPH1000376

William Noyes Webster Foundation, Inc. Restated Articles of Organization Article II: Purposes

The corporation is organized for nonprofit purposes including, but not limited to, making medical marijuana available to qualified patients in a safe, healthy and clean environment, and providing educational materials regarding the safe use of medical marijuana. in a manner that is compliant with the laws of the Commonwealth of Massachusetts and the directives of the Massachusetts Department of Public Health. As permitted by law, the corporation may engage in any and all activities in furtherance of, related to, or incidental to these purposes that are lawful for a corporation formed under Chapter 180 of the General Laws of Massachusetts. Any revenue generated by the corporation shall be used solely in furtherance of the corporation's nonprofit purposes.

DPH1000377

William Noyes Webster Foundation, Inc. Restated Articles of Organization Article IV: Other Provisions

The corporation is organized exclusively for nonprofit purposes. No part of the net earnings of the corporation shaJJ inure to the benefit of, or be distributable to its directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the corporation.

In the event of dissolution of the corporation, the board of directors shall. after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of alt the assets of the corporation exclusively for the purposes of the corporation, as the board of directors shall detoonine, in accordance with the statutes of the Commonwealth of Massachusetts.

No officer or director of the corporation shall be personally liable to the corporation for monetary damages for or arising out of a breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability; provided, however, that the foregoing shall not eliminate or limit the liability of an officer or director to the extent that such liability is imposed by applicable law (i) for a breach of the officer's or director's duty of loyalty to the corporation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) for any transaction from which the officer or director derived an improper personal benefit.

The corporation shall, to the extent legally pennissible, indemnify each person who may serve or who has served at any time as an officer or director of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

This Article constitutes a contract between the corporation and the indemnified officers and directors. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer or director under this Article shall apply to such officer or director with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

DPH1000378

William Noyes Webster Foundation, Inc. Article VI (b): Officers and Directors

Officers

Linda Moulton, Treasurer

Directors

Linda Moulton

DPH1000379

William Francis Glllvin Secrctary or the Commonwealth

E/he- <5on1niomoealth-[!/v ff<l88aChll8elt&

Jea•etmy [!/tAe- (]omnzo1uoea.!t~ J'taLo ffotM&, r!,80d'toru, _/ffr1-s-sach1Mett.r 02/SS

Date: September 30, 2015

To Whom It May Concern :

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

WILLIAM NOYES WEBSTER FOUNDATION, INC.

is a domestic corporation organized on August 12, 2013

I further certify that there are no proceedings presently pending under the Massachusetts Gen-

eral Laws Chapter 180 section 26 A, for revocation of the charter of said corporation; that the

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

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

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

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

Certificate Number. 15105533380

In testimony of which,

I have hereunto affixed the

Great Seal of the Commonwealth

on the date first above written.

;JY-Jk-2~~ Secretary of the Commonwealth

Verify this Certificate at: http://corp.sec.state.ma.us/CorpWeb/Certificates/Verify.aspx

Processed by: tgr

DPH1000380

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L:i..

AMENDED AND RESTATED

BYLAWS

of


Adopted May 2015

'1 J

r1_1

DPH1000381

AMENDED AND RESTATED BYLAWS

OF


Adopted May 2015

ARTICLE 1

General Provisions

Section 1.1 Name. The name of this corporation Is Willilam Noyes Webster Foundation, Inc. and shall herein be referred to as "the corporation.''

Section 1.2 Address. The principal address of the corporation shall be at 46 Stonehedge Drive, Barnstable, MA 02630. lhe corporation may have offices at such other places as the corporation may require.

Section 1.3 Fiscal Year. The fiscal year of the corporation shall begin on January 1 and end on the following December 31 of each year.

Section 1.4 No Voting Members. The corporation shall have no voting members. All powers of the corporation shall be held by the board of directors. Any action or vote required or permitted by any law, rule, or regulation to be taken by members shall be taken by action or vote of the same percentage of the board of directors of the corporation. No person now or hereafter designated by the corporation as a "member" for fundraising or other purposes shall be or be deemed to be a member for purposes of the Articles of Organization or bylaws of the corporation nor shall such person have any voting or fiduciary rights or responsibOities of the corporation.

ARTICLE2

Statement of Purposes

The corporation is organized for nonprofit purposes including, but not limited to, making medical marijuana available to qualified patients in a safe, healthy and clean environment, and providing educational materials regarding the safe use of medical marijuana, in a manner that is compliant with the laws of the Commonwealth of Massachusetts and the directives of the Massachusetts Department of Public Health. As permitted by law, the corporation may engage in any and all activities in furtherance of, related to, or incidental to these purposes that are lawful for a corporation formed under Chapter 180 of the General Laws of Massachusetts. Any revenue generated by the corporation shall be used solely in furtherance of the corporation's nonprofit purposes.

DPH1000382

ARTICLE3

Board of Directors

Section 3.1 Authori!!. The business and affairs of the corporation shall be controlled and governed by the board of directors, which shall have the right to exercise all powers of the corporation as pennitted by law.

Section 3.2 Composition. The number of directors and the manner by which new directors are nominated and appointed shall be detennined by the directors, provided however that founding director Jane Heatley shall appoint 51% of the directors, and shall serve on the board until she no longer wishes to so serve.

Section 3.3 Terms of Office. Except as provided in Section 3.2 with respect to founding director Jane Heatley, the board of directors shall determine the length and number of terms to be served by directors.

Section 3.4 Meetings. The board of directors shall hold annual meetings and may select the time and place for annual and other meetings of the board. Other meetings of the board of directors may be called by the president or by a majority of the directors then in office by delivering notice In writing, of the date, time, place, and purpose of such meeting, to all directors at least three (3) days In advance of such meeting.

Section 3.5 Quorum and Voting. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board. At any meeting of the board of directors at which a quorum is present, a majority of those directors present shall decide any matter, unless a different vote is specified by law, the Articles of Organization, or these bylaws.

S!!(tion 3.6 Meetings by Remote Communication. One or more directors may attend any annual. regular. special, or committee meeting of the board through telephonic, electronic, or other means of communication by which all directors have the ability to fully and equally participate in all discussions and voting on a substantially simultaneous basis. Such participation shall constitute presence in person at such meeting.

Section 3.7 Action Without a Meeting. Any action required or permitted to be taken at any board meeting may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors with respect to such subject matter. Such consent, which may be signed in counterparts, shall have the same force and effect as a vote of the board of directors.

Section 3.8 Waiver of Notice for Meetings. Whenever any notice of a meeting is required to be given to any director under the Articles of Organization, these bylaws. or the laws of Massachusetts, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

Section 3.9 Committees. The board of directors may aeate such standing and special committees as it determines to be in the best interest of the corporation. The board of directors shall determine the duties. powers, and composition of such committees, except that the board shall not delegate to such committees those powers which by law may not be delegated. Each such committee shall submit to the board of directors at such meetings as the board may designate, a report of the actions and recommendations of such committees for consideration and approval by the board of directors. Any committee may be terminated at any time by the board of directors.

DPH1000383

Section 3.10 Compensation. Directors as such shall not receive any salaries for their services on the board, but directors shall not be precluded from serving the corporation in any other capacity and receiving reasonable compensation.

Section 3.11 Resignation. Any director may resign by delivering a written resignation to the corporation at its principal office or to the president or clerk. Such resignation shall be effective upon receipt unless It is specified to be effective at some later time.

Section 3.12 Removal. Except as provided in Section 3.2 with respect to founding director Jane Heatley, any director may be removed, with or without assignment of cause, by a vote of two-thirds of the entire board of directors at any meeting of the board of directors. No member of the board shen be removed from office unless the notice of the meeting at which removal is to be considered states such purpose and opportunity to be heard at such meeting is given to the director whose removal is sought

Section 3.13 Vacancies. Any vacancy occurring in the board of directors shall be filled by the board of directors in accordance with the requirements of Section 3.2 above. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

ARTICLE4

Officers

Section 4.1 Officers. The officers of the corporation shall be a president, a treasurer, and a clerk and such other officers as may be elected in accordance with the provisions of this Article.

Section 4.2 Election. The officers of the corporation shall be elected annually by the board of directors at the annual meeting. Each officer shall hold office until a successor shall have been elected and qualif led.

Section 4.3 Vacancies. A vacancy in any office because of death, resignation, disqualification, or otherwise may be filled by the board of directors for the unexpired portion of the term.

Section 4.4 Removal. Any officer may be removed, with or without assignment of cause, by a vote of a majority of the entire board of directors at any meeting of the board of directors.

Section 4.5 President The president shall preside at all meetings of the board of directors. The president, or other proper officer or agent of the corporation authorized by the board of directors, may sign any deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed. The president shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

DPH1000384

Section 4.7 Treasurer. The treasurer, or other proper officer or agent of the corporation authorized by the board of directors, shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipt for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys In the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors; and in general perfonn all of the duties incident to the office of treasurer and such others as may from time to time be assigned by the board of directors.

Section 4.8 Clerk. The clerk shall keep the minutes of the meetings of the board of directors in one or more books provided for that purpose; ensure that all notices are given in accordance with the provisions of these bylaws; be custodian of the corporate records; and in general perform all such duties as may from time to time be assigned by the board of directors.

ARTICLES

Coroorate Transactions

Section 6.1 Contracts. The board of directors may authorize any officer or officers, agent or agents of the corporation in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined by specific instances.

Section 6.2 Indebtedness. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by the president or treasurer. or such other officer or agent of the corporation es from time to time may be determined by the board of directors. In the absence of such detennination of the board, such instruments shall be signed by the president or treasurer of the corporation.

Section 5.3 Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, brokerages, or other depositories as the board of directors shall select.

ARTICLE6

Books and Records

The corporation shall keep correct and complete books and records Of account; minutes of the proceedings of board of directors; and a register of the names and addresses of the directors of the corporation. All books, and records of the corporation may be inspected by any director, or agent or attorney thereof, for any proper purpose at any reasonable time.

ARTICLE7

Nonprofit Resb'lctlons on Activities

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the corporation.

DPH1000385

ARTICLES

DiHOlution

In the event of dissolution of the corporation, the board of directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of au the assets of the corporation exclusively for the purposes of the corporation. as the board of directors shall detennine, in accordance with the statutes of the Commonwealth of Massachusetts.

ARTICLES

Conflicts of Interest

Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that such transaction is in the best interest of the corporation. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

ARTICLE 10

Personal Liability

No officer or director of the corporation shall be personally liable to the corporation for monetary damages for or arising out of a breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability; provided, however, that the foregoing shall not eliminate or limit the liabflity of an officer or director to the extent that such liability is imposed by applicable law (i) for a breach of the officer's or director's duty of loyalty to the corporation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) for any transaction from which the officer or director derived an improper personal benefit

ARTICLE 11

Indemnification

The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer or director of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or 5he shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in

DPH1000386

the best interests of the corporation; and further provided that any compromise or settlement payment shaR be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shan be in addition to and not exdusive of all other rights to which any person may be entitled.

This Article constitutes a contract between the corporation and the indemnified officers and directors. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer or director under this Article shall apply to such officer or director with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

ARTICLE 12

Amendments to Bvlawa

These bylaws may be amended or repealed by a majority vote of the entire board of directors, provided however that amendment or repeal of Sections 3.2, 3.12, 3.13, and this Section 12, must also be approved by founding director Jane Heatley.

(End of Bylaws}

DPH1000387

Application _1_ of_2 __ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION, INC.

SECTION C. NON-PROFIT COMPLIANCE

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

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

The William Noyes Webster Foundation ("1be Foundation") is not utilizing the services of a management company. However, in the future The Foundation may utilize the services of a management company. If The Foundation does utilize the services of a management company, it will ensure that any such agreement or c-0ntract, executed or proposed, are in compliance with Chapter 369 of the Acts of2012, the regulations al 105 CMR 725.000, and the Guidelines for Registered Marijuana Dispensaries Regarding Non-Profit Complionce. The Foundation, forthwith, if such management company services are proposed to be utilized, will provide the Department of Public Health with a summary of the tenns of any agreement or contract demonstrating that such agreement or contract are in complioncc with above-mentioned Act, regulations and guidelines. Further, The Foundation will provide the Dcpanmcnt of Public Health with a copy of a proposed contract or agreement between 1bc Foundation end the management company.

Information on this page has been reviewed by the appli~canwh~rovidcd by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: /

Management and Operations Profile - Page 5

DPH1000388

Application _I_ of_2 __ Applicant Non-Profit Corporation w11 1 u M NOYES wessrFR FOi rNnATION JNr

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

The Foundation does not hove any proposed or executed agreements or contracts with, involving a related party transaction.

Information on this page has been reviewed by the apppic t, an ere provided by the applicant, is accurate and complete, es indicated by the initials of the authorized signatory here:


DPH1000389

Application _l_ of_2 __ Applicant Non·Profit Corporation WU t !AM NOYES WEBSTER FO\INDAI!ON. INC

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

Paul J. Covell, the Clerlc of The Foundation, a member of its Board of Director.;, and serves as the Chief Executive Officer. He re.pons lo the Board of Directors, and takes direction from it He is responsible for overall management of the Foundation.

Jane W. Heatley, the President of The Foundation, a member of its Board of Directors, and serves as the Chief Operating Officer. She repons to the CEO. She is responsible for overseeing the daily operation of The Foundation.

Information on this page has been reviewed by the applP' t, and ere provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: u· J


DPH1000390

Application _I_ of_2 __ Applicant Non-Profit Corporation w111 JAM NOYES WEBSTER FOi JNDATJON tNr

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

There are no members of the Board of Directors of The Foundation serving as officials, executives, corporate members or board members of any management company, investor or other third party proposed to contract or otherwise to conduct business with The Foundation.

lnfonnodon on dd• page h" boon .ev;owod by tho oppl;~ll~"' provK!ed by tho applk'"~ ;, accmate ...i oomploao, " indicated by the initials of the authorized signatory here: J


DPH1000391

I 2 Application __ of __ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION. INC.

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

The Foundation has no executed or proposed contracts under which 11 percentage or portion of the applicant's revenues will be distributed to a third pa11y.

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

Jo /1 I I S-Date Sign~d /

Jane W. Heatley President

Print Name of Authorized Signatory Title of Authorized Signatory

lnfonnotion on this page has been reviewed by the app~licant, and '!):hen: provided by the: applicant, is accurate and complete, as indicated by the initials of the authoriz.cd signatory her .


DPH1000392

Application _I_ of_2 __ Applicant Non-Profit Corporation WlLLIAM NOYES WEBSTER FOUNDATION. INC.

SECTION D. EXPERIENCE

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

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

Paul J. Covell, CEO Paul has served as Trustee for nine yeim at the Cape Cod Hospital in HyaMis helping to handle the hospital's multi-million dollar budget Paul is the former Director of both the Cape Cod and Islands Partnership to Reduce Substance Abuse and the Family Counseling and Guidance Center. He has been the Community Coordinator of the March of Dimes for the Town of Dennis, ha.c; served as the Director of the IGwanis Foundation of New England, Inc., has served as the President or the Dcnnis-Yannouth IGwanis Club, and cuncnlly volunteers as the Chainnan or the Board of Health for the Town of Dennis. Paul has the experience and exemplary skills necessary to ensure the success of the proposed RMD.

Jane W. Heatley, COO Jane has served as President or The William Noyes Webster Foundation since its inception in August, 2013. The Foundation received its Provisional License January 29, 2014 and Jane continues to work for the Foundation to date.

Linda Moulton, CFO Linda has been the CEO of Lahey International Health, a division of Lahey Hospital and Medical Center, from JanU111}' 2015 to present, and works to develop markets to provide outstanding medical care to patients residing outside or the United States. Linda served as Vice Chair on Board of Lahey Health. She also served on Exe<.'Utive Finance, Strategy and Audit Compliance Committees at Lahey Health. Linda is on the Salem State University Advisory Boord. Linda also sits on the Advisory Board or the Asian American Civic Association (AACA) and Linda serves a.c; well on the International Business Board of Associated Industries of MA.

Information on this page has been reviewed by the appliFd provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here:


DPH1000393

Applicant Non-Profit Corporation William Noyes Webster Foundation, Inc.

SECTION D. EMPLOYMENT AND EDUCATION FORM

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

Name

I Paul J. Covell

Residential Address

Tide (at applicant non-profit corporation)

ChiefExeculive Officer, Clerk, Director, Board of Directors

Name of Applicant Non-Profit Corporation

I William Noyes Wcbsler Foundation, Inc.

Highest Education Attained - Institution, Degree, and Year

Boston University, Boston, MA AA, 1957

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

DPH1000394

Applicant Non-Profit Corporation William Noyes Webster Foundation. Inc.

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

Employer Tide Time Period

Covell Realty President I 0/78 lo Present

Signed under the pains ~e lties of perjury, l agree and att.est that all infonnation included in this fonn is complete and ace e.

I 09/17/2015

Date Signed

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

DPH1000395



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

Name

I Jane W. Heatley

Residential Address

Title (at applicant non-profit corporation)

Chief Operations Officer, President, Director, Board of Directora

Name of Applicant Non~Profit Corporation

I wm; .... Noyes Wcbstec Fouodatioa, Inc.

Highest Education Attained- Institution, Degree, and Year

1979 - BA, Liberal Arts/Law Minor- Univ~ity of Massachusetts (Boston)

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

DPH1000396

Applicant Non-Profit Corporation William Noyes Wcbs1Cr Foundation, Inc.

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

Emolover Title Time Period

William Noyes Webster Foundation, Jnc, COO, President 021201410 Present

Promontory Financial Complaint Analyst 0712012 lo 0112013

David Toborclli Part Time Marketing Consultant 011201 I lo 1212013

TiUcs Tille Examiner Ol/ l 981 10 I 112010

Signed under the pains and penalties of P- · ury, I agree and attest that all infonnation included in this fonn is complete and te.

0911712015

Date Signed

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

DPH1000397



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

Name

I Linda Moulton

Residential Address


Chief Financial Officer (acting), Director, Board of Directors


I WilU•m Noy<S Websto< Fouodat;on, !no.


Masters of International Affairs, Columbia University, NY - I 982

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

DPH1000398

Applicant Non-Profit Corporation Willi3111 Noy1.-s Webster Foundation, Inc.

Past 10 Ycurs of Employment by Employer, TilJc and Time Period. List chronologicolly, beginning wilb most recent employment. Add more forms if space is needed for additional employmcot history entries.

Employer Title Time Period

Lnhey Hospital & Medical Center CEO, Executive & International Health 3/2015 - present

self employed 4/2014-3/2015

TRU Corporation, Cerolta Technologies CEO 3/2009 - 4/2014

Goddard Advisory Principal 7/2005-3/2009

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

"Lr":,~~ ~ 09/16/2015

Signature of the Individual c Date Signed


DPH1000399

Applicant Non-Profit Corporation William Noyes Webster Found11tion, Inc.


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

Name

I James Paul Sipe, IV

Residential Address


I Cultivation Consultant

Name of Applicant Non-Prom Corporation

I w;n;,,,,, Noy" Wcbstc• Fooodat;on, Inc.


Bachelor of Science, Environmental Science

University of San Francisco 20 to


DPH1000400


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


WiUiam Noyes Webster Foundation, Inc. Cultivation Consultant 9/14- Present

Ermont., 'Inc. Cultivation Consultant 09/14 to Present

Mary Costello, Inc. Estate Gardener 04/13 - 09/14

R. S. McDonnell Gardner 10/10-08112

Rocle and Rose Landscapes Gardener 08108 - 04109

Mary Costello, Inc. Estate Gardener 07/06 - 07/08

the pains and penalties of perjury, I agree and att~t that all infonnation included in this form is complete

09/02/2015

Date Signed

DPH1000401


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


Pacific Nurseries. Nursery Manager/Delivery Manager 10/05 - 05/06

of perjury, I agree and attest that all information included in this form is complete

0912512015

Date Signed

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

DPH1000402

Willi11m Noye; Wchslcr Foundalion. Inc. AppJicant Non-Profit Corporation------------


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

Name

I Richard L. Nagle

Residential Address


I Security Manager


I w.mam Noy« Webste' Found•tion, Inc.

Highest Education Attained-Institution, Degree, and Year

Westfield State College - Masters or Science in Criminal Justice· 1992

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

DPH1000403

William Noyes Webster Foundation. Inc.

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

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

Em plover Title Time Period Self employed - Private Investigator Private Investigator October, 2011 - present

Commonwealth of Massachusetts Detective Lieutenant February.1981-June , 2011 Department of State Police 30 years and 4 months

Signed under the pains and penalties of perjury, I agree and attest that all infonnation included in this form is complete ccvrate.

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

DPH1000404

Application _I_ of_2 __ Applicant Non-Profit Corporation WU I !AM NOYES WEBSTER FOi INDAI!ON INC'

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

Paul J. Covell, CEO Paul has been the Chainnan of the Board of Health for the Town of Dennis since 1988 to present. Paul served as Trustee for nine years et the Cape Cod Hospital In Hyannis, Massachusetts,

Jane W. Heatley, COO Jane was the primary caretaker for her mother mother's full time caretaker.

Jane provided her ~ith health care services tha! you would expect from a

Jane volunteered at Faulkner Hospital working in all departments and Jane also worked in the Laboratory and EKG center at Dedham Medical Associates from 1964 throughl969. In 2005, Jane conducted several blood drives to replace blood used by Boston Medical Center in their life saving treatment of her youngest son following his near fatal motorcycle accident.

Linda Moulton, CFO Linda has been the CEO of Lahey International Health, a division of Lahey Hospital and Medical Center, from January, 2015 to the present time. Linda works with developing markets to provide outstanding medical care to patients residing outside of the United States.

Jnfonn•Uon on tMs page hos boon ....;.,.,,.. by tho oppH~f'rh'" provi<J"' by tho oppUcan~ is """"'' ond oomplctc, " indicated by the initials of the authorized signatory here:


DPH1000405

Application _I_ of_2 __ Applicant Non-Profit Corporation w11 1 uM NOYES WEBSTER mt lNDATtnN 'Nf"

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

Paul J. Covell, CEO Paul was approved by the DPH to be the CEO of the Foundation, when OPH granted The Foundation a provisional RMD license. Paul acts in this respective role in the operating of a medical marijuana dispensary in Dennis and a cultivation facility in Plymouth, Paul will have the same role with the additional dispensaries.

Jane W. Heatley, COO Jane was approved by the DPH lo be the COO of the Foundation, when DPH granted The Foundation a provisional RMD license. Jane acts in this respective role in the operating of a medical marijuana dispensary in Dennis and o cultivation facility in Plymouth. Jane will have the same rolel with the additiolllll dispensaries.

Linda Moulton, CFO Linda serves as the CFO of The Foundation. Linda acts in the respective role of CFO for the medical marijuana dispensary in Dennis and the cultivation facility in Plymouth.

l•fonnotio• o• lhls P'8• h" be"' •ov;ewod by tho 'PPl;7 J'P=prov;d<d by th• opplk••< ;, •«orate '"d oomplde, os indicated by the initials of the authorized signatory here: L_Vl


DPH1000406

Application _1_ of L_ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOlJNDADON. INC.

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

James Paul Sipe, rv (Agricultural Spccinlist/Master Grower) James hns been working in the horticultural field for more than 13 years, with a focus on growing and cultivating medical marijuana and its various stmins. James was Managing Director of n large scale (30,000 sq ft) cultivation center in Oakland, CA. He managed all stages of development at multiple cultivation locations for Compassionate Caregivers in Califomia who had dispensaries located throughout the state. He managed over SO employees who handled all aspects of medical marijuana cultivation and medicine processing. James also designed and supervised the build-out of several cultivation sites. He oversaw o yearly production of over 1,000,000 clones. James has experience with every type of growing medium. James has degrees from University ofDelnware in Horticulture as well as University of San Francisco in Environmental Science.

Richard Nagle (Security Manager) Detective Lieutenant Nogle served as a member of the Massachusetts State Police from 1981 to his retirement in 2011, rising lo the rnnk of Detective Lieutenant. Lt, Nagle was the Officer in Charge, assigned to the Division of Investigative Services, Disabled Person Protection Agency. He managed investigations for the District Attorney's office and law enforcement. Lt Nagle developed and implemented emergency preparedness and management plans including workplace violence and emergency thrcalfevacuation procedures. In this position, Lt. Nngle's responsibilities included security oversight, prevention of crimes and investigation of the Department of Mental Health, Department of Developmental Service nnd Massachusetts Rehabilitation Commission throughout the Stale. He developed and implemented training, presentations and collaborative team relationships for health care facilities, local police, the District Attorney's office and court personnel. He was responsible for employee related investigations and developing policy and procedures as such.

LI. Nagle was the Supervisor of Narcotics Inspection for the Stale Police. He conducted internal investigations to account for all evidence and narcotics seized by the State Police. He reviewed and implemented changes to security related issues in the courts, barracks and the central evidence storage facility. His new policies and procedures were implemented throughout the State.

LI. Nagle was the Director of Community Relations for the City of Cambridge as well as a Vista Volunteer.

Lt Nagle received a BS in Criminal Justice from Western New England College in 1988 as well as a MS in Criminal Justice from Westfield State College in 1992.

Information on this page has been reviewed by the app~icant, and en: provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here:


DPH1000407

Application _I_ of_2 __ Applicant Non-Profit Corporation wn I.JAM Noyes WEBSTER EDI JNDATION 1Nr

SECTION E. OPERATIONS

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

The Foundation's operating procedures for the cultivation ofmorijuana for medical use has been approved by the DPH under the provisional license and will be repeated with this RMD, as follows:

The Foundation has engaged James Sipe to serve as the Master Grower. James has cultivated commercial medicinal marijuana in California as Managing Director of Health for the Compassionate Caregivers in Oakland. James' growing methods arc in full compliance with 725. IOS(A). James' best practices are documented in The Foundation's manuals on Full Cultivation Cycle Stage, Cloning, Nursery Room, Veg Rooms, Flowering Rooms, Harvest, Trimming and Cwing Department. The first harvest in the Cultivation Facility will be from seed. Once the mother plants have developed from this harvest the Foundation will grow only from clones thereafter.

During the "vegetative stage" the plants grow without producing flowers and arc maintained by providing et least 18 hours of constant, uninterrupted light for a 4 week period.

When the plants have reached the optimal height and other characteristics, the light cycle will be changed to 12 hours on and l 2 hours off. This stage is known as the "flowering stage". On avcmge, marijuana requires 8 to 11 weeks of flowering to mature and reach its full medicinal potential.

The Foundation will use coco for its growing medium. The plants will be hand watered instead of using automated watering systems. The Foundation's watering method will result in less use of water, thereby eliminating waste of a natural resource.

The Foundation's cultivators will utilize the stoking method. This will enable the cultivators to adjust the spacing between the plants to minimize the risk of damuging the plants. While watering the plants by hand, cul ti valors will be able to individually inspect each plant at least once every day. As a result, if an individual plant has a pest or mold problem, that specific plant can be dealt with without sacrificing entire harvest

The Foundation has engaged Pro Verde Laboratories to provide testing services to ensure the highest quality of its marijuana. Pro Verde is an accredited third party laboratory which provides testing services for pesticides, residue analysis, caMabinoid potency, profiling, microbial contamination, heavy metal concentrations and all the biological and chemical analysis required by DPH.

Information on this page hes been reviewed by the apph~here provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here.


DPH1000408

Application _I_ of_2 __ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION. INC.

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

The types and forms ofMIP's The Foundation intends to produce arc the same as the products previously approved for the provisional license at our Dennis Dispensary.

The MIP's products may be broken down into the following categories, each with similar production methods and equipment requirements: baked goods. such as pumpkin, banana and cranberry bread. blueberry muffins, peanut butter cookies, ginger cookies, brownies; cannabis infused butters, honeys and oils, beverages such os lemonade, grape juice, apple juice as well as shakes infused with cannabis; topieals, tinctures, ointments and salves, lip balm, breath spray, and lotions; peppermint pallies, dark chocolate and milk chocolate bars, taffy, and nugget bars.

The success of our products will depend on three key characteristics: exceptional flavor, high quality ingredients, and, most importantly, the proper dosage.

Information on this page has been reviewed by the appFi ere provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory her :


DPH1000409

Application j__ of_2 __ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION, INC.

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

The Foundation's methods for producing MIP's are es follows:

All of the dry plant material that will be used to make MIP's will be weighed and entered into the BioTrack inventory system for each strain and the resulting final MIP products.

The Foundation will produce a variety of baked goods, as all edibles can be made by partially substituting cannabis infused butter or cannabis infused oil for regular ingredients.

The Foundation's production of tinctures, salves, and honey oils begins by first dccarboxylating the plant materials. Decarboxylating entails spreading the dry plant materials on a baking sheet and baking it at 150 degrees for I 0 to 15 minutes.

Tinctures arc derived from trichomcs dissolved in alcohol. Once decarboxyleted, the Plant Material is mixed into a bottle of at least 90% pure grain alcohol at a ratio of I gram of dried Plant Material to 45 ml of alcohol. Once mixed together, the Plant Materiel is stirred and agitated for approximately 12-20 minutes. The alcohol/Plant Material mi:itture is then run through a cheese cloth and into a sanitized mason jar. From the mason jar, the tincture is poured into I ounce leak-proof sanitized glass dropper-top bottles.

Salves arc marijuana-infused body creams, which are produced by mixing dry plant metcrial with coconut oil.

The Honey Oil is made from dry plant material thnt is decarboxylated then the oil undergoes a C02 e:ittraction in full compliance with 105 CMR 725.105 (E) (J).

lnfonnation on this page has been reviewed by the appli~re provided by the applicant. is accurate and complete, as indicated by the initials oflhe authorized signatory here


DPH1000410

Application J_ of_2 __ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION, INC.

24. Provide a summary of the RMD's operating procedures for the provision for security at the RMD.

ere provided by the applicant, is accurate and complete, as


DPH1000411

Application _I_ of_2 __ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION. INC.

25. Provide a summary of the RMD's operating procedures for lhe prevention of the diversion of marijuana.

Information on this page has been reviewed by the appliFt., and w ere provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here:


DPH1000412

Application _I_ of_2 __ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION, INC.

26. Provide a summary of the RMD's operating procedures for the storage of marijuana for medical use.

Information on this page has been reviewed by the appli indicated by the initials of the authorized signatory here: ~l+'-'F+'I

re provided by the applicant, is accurate and complete, as


DPH1000413

Application..!___ of_2 __ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDA TJON. INC.

27. Provide a summary of the RMD's operating procedures for the transportation of marijuana for medical use.

Information on this page has been reviewed by the applicant, indicated by the initials oflhe authorized signatory her. : ::H~l:f

ere provided by the applicant, is accurate and complete, ns


DPH1000414

Application .L_ of_2 __ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION, INC.

28. Provide a summary of the RMD's operating procedures for inventory management.

Information on this page has been reviewed by the app~i i.. and wher provided by the applicant, is accurate and complete, as indicated by the initials of the au1horizcd signatory here:


DPH1000415

Application_,_ of_2 __ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION, INC.

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

The Foundation had contracted with Pro Verde Laboratories, an independent laboratory approved by DPH, for its quality control and testing for potential contaminants.

The Foundation has set a high bar for product testing to ensure top quality and safe medicine for patients. Per Massnchuseus stale law, this dispensary is committed to only providing products that have been verified as safe by a state-pcrmiltcd independent testing labomtory. All marijuana produced by RMDs must be tested for the cannabinoid profile ond for contaminants as specified by DPH. Testing will be conducted ot the frequency required by the Depo.rtment.

Prior to the product leaving the cultivation facility, the product will be tested. Since testing must be done by the cultivation and production fac.ilities producing the marijuana and marijuana-infused products. This dispensary will only accept medicine that hos successfully gone through laboratory testing. Any product not meeting testing requirements will be destroyed and disposed of according to DPH regulations.

ProVerdc Laboratories Medical Marijuana Testing Includes:

Product Testing for Cannabinoids, Pesticidcs/PGR, Tcrpcncs, VOC, Mycoloxin, Heavy Metals, and Nutrients. MicroBiological tests will be conducted as well as waler testing for PCB's, pesticides and heavy metals.

In addition, tests will also be conducted on soil for pcrccnl moisture, PC B's in soil, pesticides in soil, and heavy metals in soil.

Information on this page has been reviewed by the applic~t, an provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here:


DPH1000416

Application _1 _ of_2 __ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION, INC.

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

The Foundation will maintain patient confidentiality under HIPPA guidelines .. This dispensary ensures these requirements arc strictly implemented for protection of electronic patient health records. To store required patient records, we use a POS system that is an encrypted and u secure electronic patient dal.llbasc that is strictly controlled and continually backed up by the Foundation.

Access to the patient database is carefully controlled by the Patient Services Manager to ensure patient confidentiality at all times. All staff members receive in-house training from the Patient Services Manager on privacy policy and procedures 10 ensure maintenance of patient confidentiality nnd proper handling of individual medical data in compliance with HIP AA.

Only authorized employees who have been trained on our privacy and recordkeeping procedures have access to patient records based on specific authorization granted by the General Manager.

A patient record is established and maintained for each qualifying patient who obtains marijuana from the dispensary. All authorized employees are assigned unique ID numbers that arc used as their electronic signatures. All entries made to the qualifying pa1ien1 record is dated (date and time), signed clcclronically by the authorized employee making the entry and includes the unique employee ID number. A record is kept of all logins and records created or edited during that login time.

Infonnalion on this page has been reviewed by the appl~·c n ~ere provided by the applicant, is accurate and complete, us indicated by the initials of the authorized signatory here: 7


DPH1000417

Application _I_ of_2 __ Applicant Non-Profit Corporal.ion WILLIAM NOYES WEBSTER FOUNDATION. INC.

32. Provide a summary of the RMD's operating procedures for dispensing of marijuana for medical use.

lnfonnation on this page has been reviewed by the 'fl lfil'!!M'.""1.1 where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory r - ·JrLJ-''11--H--


DPH1000418

Application _1_ of_2 __ Applicant Non-Profit Corporation WJLLIAM NOYES WEBSTER fOUNPATlON. INC.

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

The Foundation's operating procedures for record keeping, transaction and inventory management will be handled by our staff in conjunction with the BioTrockTHC system.

This software has been specifically designed to serve registered medical marijuana dispensaries and will be customized to meet the requirements for Massachusetts. BioTrackTHC allows this dispensary to track individual patient purchases, and trace these purchases according to patient registration identification numbers lo protect confidentiality and the dispensary's security protocols.

BioTrackTHC will monitor and report, for each valid patient who purchased marijuana from the dispensary within the last 60 days the patient's card number, card issue date, card expiration dale, and any other information as may be required by the Department

Any infonnation contained within this system will not be divulged for any purpose not specifically authorized by law.

A unique, electronic patient record will be established during the registered patient's first visit to the dispensary and maintained for each qualifying palienl who obtains marijuana from the dispensary. The record will include the following infonnation: The qualifying patient's name. The qualifying patient's date ofbirth. The name of the qualified patient's designated caregiver, if applicable. The number of lhc qualifying patient's registration identification number, the date on which the card was issued, and the date on which lhc card will expire.

Jnronnation on this page has been reviewed by the appli vided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory herc.i--, __


DPH1000419


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

As with our provisional license issued for the Dennis Dispensary the Foundation places a high emphasis on education. We provide lllllple information to help patients choose products appropriately and understand how 10 use them effectively.

The Foundation will ensure the availability of an adequate supply of up-t<Hlate educational materials.

Each patient and caregiver who registers for membership at The Foundation will receive his or her own copy of our Patient Handbook (PH). The contents of the PH will be reviewed in detail with every patient during the patient orientation and registration process. The PH contains a wide variety of topics to educate patients about WNWF, including rules and regulutions 10 abide by from state and local laws and research studies on health effects.

The Foundation will provide educational material from Americans for Safe Access (ASA). ASA has compiled a number of educational booklets covering a range of medicinal conditions and the efficacy of medicinal marijuana in treating these conditions.

These booklets arc concise summaries for the administration of and current research regarding the application of medicinal marijuana in treating the associated condition. They contain clinical as well as anecdotal evidence on the efficacy of medicinal marijuana treatments and include citations of relcv:int research.

The Foundation's Website will also have educational infonnation only available lo patients of The Foundation.

lnfonnation on this page has been reviewed by the appli e provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here· _ _ _


DPH1000420


31. Provide a summary of the RMD's personnel policies.

The Foundation's has a highly developed set of best practices and policies which help guide employee's behavior and their relationships with the dispensary and identifies local. state and federal laws.

As approved with our provisional license for the Dennis Dispensary and Plymouth Cultivation Facility, the Foundation's policies arc contained in our Employee Handbook (EH) to help guide employee's behavior. The Employee Handbook includes our policies on alcohol, smoking, and drugs. The Foundation maintains a drug-free workplace policy with immediate dismissal for dispensary agents who divert marijuana or engage in unsafe practices. We have a policy for reporting infractions to law enforcement and DPH. The Foundation's EH adheres to the Family Medical Leave Act, COBRA, EEO, Non-Discrimination, Anti-Harassment, Employee Retirement Income. Security Act (ERISA), and the Disabilities Act. The Foundation's Employee Handbook contains guidelines on personnel files, privacy, e-mail policy, holidays, business and working hours, sick time, personal time, overtime, employment categories, perfonnance reviews, disciplinary procedures, bonuses, veteran's preferences, military leave ofnbscnces, bereavement leave, jury duty. CORI checks, HIPAA patient confidentiality, workman's compensation insurance, all in compliance with I 05 CMR 725.000 and [G.L. c. § 52C].

lnfonnation on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the inilials of the authorized sicnatory here: __ _

Management and Operations Profile - Pase 24

DPH1000421

Application _I_ of_2 __ Applicant Non~Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION, INC.

35. Provide a summary of the RM D's operating procedures for patient or personal caregiver home-delivery, if the RMD plans to provide home-delivery services.

lnfonnation on this page has been reviewed by the applicant, and indicated by the initials of the authorized signatory here: --~

provided by the applicant, is accurate and complete, as


DPH1000422


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

The Foundation's operating procedures for the Compassion Program will be a Sliding Fee Scale and have been approved by DPH for the provisional license for the Dennis Dispensary.

A mandatory one-on-one consultation with the patient will detenninc the extent to which reduced cost or free medicine will be made available to him or her, using on the following factors:

Factor Yes Is the patient a recipient ofMassHealth? I point Is the patient a recipient of Supplemental Security Income? 1 point Docs the patient's annual gross household less than I 50% of the federal poverty level for the current year? 2 points Docs the patient's annual gross household income between 151 % and 3000/o of the federal poverty level for the current year? I point

Any single patient is eligible for up 10 four ( 4) points, which will detenninc the patient's responsibility for the costs of medicine, as detailed in the following sliding fee scale:

Total Points Patient Responsibility Discounted Price Ranges (1/S oz.) 4 Points 500/o for medicine beyond ftec 1.0 gram per week $12.50 - $30.00 for medicine beyond free 1.0 gram per week 3 Points 70% for medicine beyond free l.O gram per week S 17.50 - $42.00 for medicine beyond free 1.0 gram per week 2 Points 80% $21.25 - $51.00 l Point 9()0/o $23.75 - $57.00

Information on this page has been reviewed by the appli "~~trtre provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here,· . .......,_,_


DPH1000423


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

The Foundation's operating procedures for training. approved by DPH for Dennis provisional license and are as folloews:

Registered dispensary agent candidates arc hired on a three-month probationary status. They will participate in a rigorous training process. and be evaluated for suitability in a restricted-access medical environment. This dispensary has a comprehensive training curriculum that instructs department managers how to train staff members and ensure comprehension and performance levels by using final performance assessments for each employee. The final pcrfonnance assessments are comprised of demonstrable and measurable skills and knowledge required to perfonn basic job functions as identified in job descriptions. All employees will be required to pass final performance assessments before being moved oul oflheir probationary employment period.

The overall training curriculum is comprised of Leader's Guides, which provide scripts for leaching all of the policies and procedures conlaioed in the Operations Manuals, and Trainee Workbooks that serve as a resource for each new hire during his or her training period. The training tools reference our Operations Manunls and operational supplements so that all employees are consistently and properly trained. These training references to official operational content reinforce employees' understanding that all policies and procedures arc found in the Operations Manuals and supplements should they have queslions.

lnfonnation on this page has been reviewed by the app~·ca where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory her ·


DPH1000424


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

Yes IZI No D

39. Will the Corporation obtain professiona1 and commercial insurance coverage?

Yes IZI No D

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

Bryden and Sullivan Insurance Agency, South Dennis, MA 02660 is the Insurance Agent for William Noyes Webster Foundation, Inc.

Commercial General Liability - # 3DY6094 Essex Insurance Company Policy

Workers Comp Insurance Policy - # R2WC523339 Berkshire Hathaway Guard Companies

Information on this page has been reviewed by the appli ere provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: -t.¥-WH"I


DPH1000425

A I. . I f 2 pp tcatlon __ o __ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION. INC.

SECTION F. CAPITAL CONTRIBUTORS

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

Attach additional tables if needed.

Individual Name

Michael J. Bruce

Montgomery Marie Cole

Walter R. Young, Jr

Dale W. Slater

Richard Y. Goswick. Sr.

Infonnation on this page has been reviewed by the app1 ... · amL 1 ... 1w

indicated by the initials of the authorized signatory he 1: . ~ofl<"'IH

Amount of Initial Capital Percentage of Initial Committed Capital Committed

$ 2,000,000.00 50%

$ 500,000.00 12.5%

$ 500,000.00 12.5%

$ 500,000.00 12.5%

$ 500,000.00 12.5%

provided by the applicant, is accurate and complete, as


DPH1000426

A I. . t of_2_ pp 1cat1on __ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION, INC.

Amount of Initial Percentage of Entity Name Leadership Names Capital Initial Capital

Committed Committed Entity CEO/ED:

Entity President/Chair: $

Entity CEO/ED:


Entity CEO/ED:


Entity CEO/ED:


Entity CEO/ED:


Information on this page has been reviewed by the appli~~vided by the applicant, is accuraic and complete, as indicated by the initials of the authorized signatory here:


DPH1000427

I 2 Application __ of __ Applicant Non-Profit Corporation WILLIAM NOYES WEBSTER FOUNDATION, INC.

ATTESTATIONS

Signed under the pains and penalties of perjury, 1, the authorized signatory of the non-profit applicant corporation, agree and attest that all information included in this application is complete and accurate and that 1 have an ongoing obligation to submit updated infonnation to the Department ifthe infonnation presented within this application has changed.

Jane W. Heatley

Print Name of Authorized Signatory

President

Title of Authorized Signatory

09130/2015

Date Signed

I hereby attest that if the corporation is allowed to proceed lo submit a Siting Profile, the corporation is prepared to comply with all Siting P le requirements.

Print Name of Authorized Signatory

President

Title of Authorized Signatory

09130/2015

Date Signed

Information on this page hos been reviewed by the appr 1111u1 WL"""' provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory he 'Al-~-1-


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