Ozanam Geriatric Foundation

“There shall be (6) Members of the Corporation. the members of this corporation shall consist of the following individuals: three (3) members of the General Council of Carmelite Sisters to be selected by the Superior General of the Community; and three(3) member priests of the Brooklyn Diocese to be selected by the Ordinary of the Diocese of Brooklyn.”

“The following powers are reserved exclusively to the Members of the Corporation: 1-Any amemdment of the By-laws as specified in Article XIII(The By-laws and/or the Certificate of Incorporation may be amended in whole or in part by a two-thirds vote of the whole of the Membership at a meeting called for such purpose, provided that written notice of such amendment has been given to the Membership no less than ten (10) days nor more than fifty (50) days prior to the meeting) 2-Amemdments of the Corporation's Certificate of Incorporation; 3-Approval or the appointment of the Administrator; 4-The approval of individuals eligible to be Officers of the Corporation; 5-The approval of individuals eligible to be members of the Executive, Finance and Nominating Committees; 6-The formulation and/or change from time to time of the philosophy, objectives and purposes of the Corporation as well as any change in the general character of the Corporation as a voluntary health facility for the aged under the auspices of the Roman Catholic Church; 7-The purchase, sale, mortgage or lease of real property of the Corporation, or the sale of all or substantially all of its assets; 8-Consolidation of the Corporation with another not-for-profit corporation organized for similar purposes; 9-The approval of any plan for the dissolution of the Corporation.”

“The following powers are reserved exclusively to the Member(s) of the Corporation. If any of the following powers is also granted to the Board of Directors under governing law or otherwise, these By-Laws shall be read to require exercise of that power by the Members(s) in addition to the Board of Directors. Except where action by a greater number of Member(s) or Directors may be required by law, action by the vote of at least two thirds of the whole number of Member(s) at an annual regular or special meeting held upon notice of the proposed action shall be required: Any amendment of these By-laws as specified in Article XIII herein; Amendments of the Corporations Certificate of Incorporation; Approval or the appointment of the Administrator; The approval of individuals eligible to be Officers of the Corporation; The approval of individuals eligible to be members of the Executive, Finance and Nominating Committees; The formulation and/or change from time to time of the philosophy, objectives and purposes of the Corporation as well as any change in the general character of the Corporation as a voluntary health facility for the aged under the auspices of the Roman Catholic Church; 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; The approval of any plan for the dissolution of the Corporation.”

“Form 990 is presented to Finance Committee of The Foundation for review. The Finance Committee reports to the Board of Directors regarding the review, and a copy of Form 990 is provided to each Board Member before it is filed.”

“The organization is strongly committed to a policy of compliance with all conflict of interest provisions under the law. Such compliance is of critical importance to the non-profit, charitable mission and activities of Ozanam Hall. The Foundation requires that any Board Members, Officers, Directors, Key employees or trustees must disclose his/her relationship or interest to the full Board of Directors who will be acting upon or considering any contract or transaction with the business in which the director so interested shall participate in the discussions and deliberations regarding such contract or transaction, nor vote on such contract or tranaction. Disclosure shall be made as soon as the board member becomes aware of the potential for a conflict.”

“The Foundation's Form 990 is available for inspection upon request at the facility and is also available on Guide Star and other similar websites.”

“The organization makes its governing documents; conflict of interest policy, financial statements and tax filings available to the public upon request. The organization also files reports with various governmental agencies as a requirement for participation in government programs, which the agencies may make available to the public. The organization's Form 990 is available to the public on Guidestar's website.”

“Form 990, Part XII, Line 2c: (O-versight of Audit and Selection of Independent Accountant) The Board of Directors has designated a committee to manage the process of selection and oversight of the Audit and Indepedent Accountant. The committee meets with management and the independent auditors to review the engagement proposal; results of the audit; draft audit report; management letter. The committee may meet with the independent auditors in executive session before concluding its review and acceptance of the annual audit report. The committee reports its findings and makes its recommndation to the Board of Directors.”