Ozanam Hall of Queens Nursing Home Inc

“The members of the corporation shall be the sponsor members and the system member. The sponsor members of the corporation (the "sponsor members") shall consist of the following individuals: the prioress general of the community of carmelite sisters for the aged and infirm; the ordinary of the roman catholic diocese of brooklyn, new york; two (2) members of the general council of carmelite sisters to be selected by the superior general of the community; and two (2) member priests of the brooklyn diocese to be selected by the ordinary of the diocese of brooklyn. Any action by the sponsor members shall be authorized by the affirmative vote of at least four (4) sponsor members. The sole system member of the corporation shall be the carmelite system, inc., a new york not-for-profit corporation (the "system member"). Any action by the system member shall be taken in accordance with the by-laws of the carmelite system, inc. The superior general and the general council of the carmelite sisters for the aged and infirm shall serve as the members of the carmelite system, inc. With specified reserved powers.”

“The community of carmelite sisters and the ordinary of the roman catholic diocese of brooklyn may each appoint two members of the corporation to be directors of the corporation (members-directors). Except as otherwise expressly provided herein, all standards applicable to directors in the by laws shall also apply to members-directors.”

“The following powers are reserved exclusively to the members of the corporation: any amendment of the by-laws; amendments of the corporation's certificate of incorporation; approval or appointment of the administrator; the approval of individuals eligible to be officers of the corporation; the approval of individual eligible to be members of the executive committee; the formulation or change from time to time of the philosophy, objective and purposes of the corporation; the purchase, sale, mortgage or lease of real property of the corporation, or the sale of all or substantially all of its assets; consolidation of the corporation with another not for profit corporation organized for similar purposes and the approval of any plan for the dissolution of the corporation.”

“The finance committee reports to the board of directors regarding the review of the form 990. A complete copy of the form 990 is provided to the board prior to filing with the irs.”

“The conflict of interest disclosure policy requires all officers and board members to complete an annual disclosure statement. In addition, should an officer or board member assume new external interests that potentially conflict with his/her role with the organization such individuals is required to disclose in writing the nature of such external interests. The disclosure statement is provided to the chair of the board for review.”

“A compensation policy was developed by the board to govern compensation arrangements between the organization and covered individuals, defined as those in a position to exercise substantial influence over the affairs of the organization. The compensation committee consists of at least three independent individuals appointed by the board, who themselves are members of the board of directors. The committee recommends to the board the compensation for a covered individual based on relevant data including comparability of compensation for similarly situate entities and compensation surveys complied by independent firms as required.”

“The organization's governing documents, conflict of interest policy, and financial statements are made available to the public upon request. The organization's form 990 is also available to the public on guidestar's website.”

“Other purchased services: program service expenses 13,502,416. Management and general expenses 809,132. Fundraising expenses 9,132. Total expenses 14,320,680.”

“The carmelite system, inc. Approves the engagement of the independent auditors for the corporation. The system audit committee meets with the system's management and the independent auditors to review the engagement proposal, results of the audit, draft audit report and management letters. The audit committee may meet with the independent auditors in an executive session before concluding its review and acceptance of the annual audit report. The audit committee reports its findings and makes its recommendation to the board of directors.”