Leviticus 2523 Alternative Fund Inc

“The revisions of by-laws include the following: section 1.3. The not-for-profit corporation law (npcl) now allows for notices of a meeting to be delivered electronically or by fax. A change allowing for this type of communication for notice of member meetings has been included in this section. Section 1.5. The by-laws currently allow for action by the members without a meeting if all voting members provide their consent. The npcl now allows for that consent to be communicated electronically. Section 2.1. It is proposed to lower the required member representation on the board from 51% to 25%. Leviticus believes this change is prudent and recognizes the increasing challenges we have been encountering in recruiting member representatives to the board who have the time and relevant skills to meet the current requirement of 51%. It is important to note that this change does not alter in any way the power of the members to elect the leviticus board of directors. Section 2.5. A change allowing for electronic communication for notice of board of director meetings has been included in this section, similar to the provision in section 1.3 above. This is now allowed under the npcl. Section 2.6. If a special meeting of the board of directors is called, the name of the person calling the meeting needs to be included in the notice of the meeting. Section 2.7. The npcl allows that any one or more directors or committee members not physically present at a meeting of the board or any committee may participate by a conference call or similar communications or by electronic video screens communication. The person shall be considered present at the meeting as long as all persons participating can hear each other at the same time and each director can participate in all matters before the board. Section 4.1. The authority of the executive committee to approve loans was deleted since this power is redundant with the same power vested by the board in the loan committee. Section 4.2. The "allocations committee" was renamed the "loan committee" and the powers of the loan portfolio review committee were incorporated into the loan committee. In addition, when the loan committee meets annually to review the loan portfolio and make a report and recommendations to the full board, it shall have two (2) additional, qualified individuals selected by the executive director and loan committee chair - which individuals may or may not be members of the board - added to the roster of the committee for such meeting. Section 4.3. Additional responsibilities were added to the finance committee; namely, to "oversee the financial accounting and financial reporting processes" of leviticus, and "to authorize a certified annual audit report by a board appointed auditor" as well as "review the results of the audit and any management letter with the auditor." these changes were also required by the recent amendment to the npcl. Section 9.1. It is standard in by-laws to name the fiscal year of the corporation, so we have now done that in this section, while reserving the right of the board to "change the corporation's fiscal year when deemed necessary or advisable."”

“The members elect the organization's board of directors.”

“The members elect the organization's board of directors.”

“The form 990 is reviewed by the finance committee of the board of directors prior to submission.”

“Annually at the first board meeting of the year, all board members complete, sign and submit a conflict of interest statement. The statement outlines the organization's conflict of interest policy and requires board members to state in writing all known conflicts of interest.”

“The organization periodically reviews salaries for all officer and key employee positions, including the executive director position. Salaries are compared to comparable positions in other charitable organizations, including those in the organization's sector, using data from salary reviews conducted by third party organizations. The comparative findings are presented to the executive committee of the board of directors for discussion and approval.”

“The organization's form 990's are available on guidestar.org. The organization's form 1023, governing documents, conflict of interest policies and financial statements are made available to the public upon request.”

“The process has not changed since the prior year.”