Ozanam Geriatric Foundation

“The (governing body and management) the board of directors of ozanam geriatric foundation shall be elected by the members at each annual meeting of the members of the corporation, except that the prioress general of the community of carmelite sisters and the ordinary of the roman cathol1c diocese of brooklyn may each appoint two (2) members of the corporation on 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 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 prioress general of the community, and two (2) 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 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 the (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 purpose 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 to the roman catholic church; (7) the purchase, sale, mortgage or lease of real property for 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 board of directors of ozanam geriatric foundation shall be elected by the members at each annual meeting of the members of the corporation, except that the prioress 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.”

“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 individual 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 committe 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 compiled 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.”