Ozanam Geriatric Foundation

“Management duties customerily performed by or under the direct supervision of key employee where delegated to Ozanam Hall of Queens NH, Inc. No one was compensated by the management company.”

“Explanation: (Governing Body and Management) The Board of Directors of Ozanam Hall of Queens Nursing Home, shall be elected by the Members at each annual meeting of the Members of the corporation, except that the Superior General of the Community of Carmelite Sisters and the Ordinary of the Roman Catholic Diocese of Brooklyn may each appoint two (2) members of the Corporation to be directors of the Corporation (member-Directors). Except as otherwise expressly provided herein, all standards applicable to Directors in the By-Laws shall also apply to Members-Directors.”

“There shall be six(6) members of the Corporation. The members of this Corporation shall consist of the following individuals: The Superior 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 rhwe Ordinary of the Diocese of Brooklyn.”

“Explanation: The following powers are reserved exclusively to the Members of the Corporation: 1-Any amendment 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-third 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-amendments 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.”

“Governing Body and Management) The Board of Directors of Ozanam Hall of Queens Nursing Home, shall be elected by the Members at each annual meeting of the Members of the corporation, except that the Superior General of the Community of Carmelite Sisters and the Ordinary of the Roman Catholic Diocese of Brooklyn may each appoint two(2) members of the Corporation to be directors of the Corporation(member-Directors). Except as otherwise expressly provided herein, all standards applicable to Directors in the By-Laws shall also apply to Members-Directors. Form 990, Part VI, Section A, line 7b: The following powers are reserved exclusively to the Members of the Corporation: 1-Any amendment 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-third 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-amendments 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 faciltiy 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.”

“Form 990 is prepared and presented to the external auditors for review. After the review is completed, Form 990 is presented and explained to the board of directors. the board of directors approved the Form 990 for final filing and submission.”

“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 or her role with the organization, such individual is required to disclosure in writing the nature of such external interests? The disclosure statement is provided to the board chair for review. Conflicts are resolved by making a required disclosure, and may result in restricting the officer or board member in any related activity or process as determined appropriate to the circumstances of the conflict. Failure to disclose a conflict of interest is in violation of the adopted policy and can result in disciplinary action or removal.”

“The organization makes its governing documents, conflict of interest policy, financial statements and tax filings available to the 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 and other similar websites”

“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 or her role with the organization, such individual is required to disclose in writing the nature of such external interests. The disclosure statement is provided to the board chair for review. conflicts are resolved by making a required disclosure, and may result in restricting the officer or board member in any related activity or process as determined appropriate to the circumstances of the conflict. Failure to disclose a conflict of interest is in violation of the adopted policy and can result in disciplinary action or removal.”

“The Board of directors has designated a committee to manage the process of selection and oversight of the Audit and Independent Accountant. The committee meets with management and the independent auditors to review the engagement proposal, results of the audit, draft audit report, managment letter. The committee may meet with the independent auditors in executive sesion before concluding its review and acceptance of the annual audit report. The committee reports its findings and make recommendation to the Board of Directors. The process has not changed.”