Amethyst Housing Development Fund Company Inc.

“Line 6 explanation - pursuant to article iii of the amended and restated by-laws, the corporation is a membership corporation. There is only one member, the association of new york catholic homes, inc. This member conducts all governance matters and authorizes major business decisions through its board of directors. Any action required or permitted to be taken at a meeting may be taken by an instrument as described in section 6 of the bylaws: action by written consent. Any action required or permitted to be taken by the board of directors of the member or any committee thereof may be taken without a meeting, if all members of the board or committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto shall be filed with the minutes of the proceedings of the board of committees.”

“Line 7a explanation - under article iv sections 1 and 2 - the sole member, association of ny catholic homes, inc., acting through its board of directors,shall elect directors at the annual meeting. The board of directors shall consist of not less than (3) or more than (7) directors unless the member corporation shall decide otherwise. The term of each director shall be for two years or until a successor has been elected and duly qualified. After elected, a director may serve up to four additional two-year terms or a total of five consecutive terms.”

“Line 7b explanation - the management of the organization shall be vested in the board of directors selected by the sole member. The board of directors shall have and execute all the powers and perform all the duties relating to the management of the corporation, its property and the conduct of its affairs not otherwise specifically provided for in the corporate by-laws.”

“Line 11b explanation - the board of directors shall present at the annual meeting scheduled by the sole member, a report, (entitled-annual report of directors), which includes a summary of major program evaluations and any serious deficiencies noted by regulatory agencies. The annual report also includes the audited financial statements prepared in accordance with gaap and certified by the independent certified public accountants. The federal 990 tax return and nys char 500 are also reviewed as part of the annual report, which is entered into the minutes of the proceedings.”

“On an annual basis the board reviews any potential or actual conflicts of interests of board members and officers. Article viii of the corporate by-laws covers conflicts of interest.”

“Board members and officers do not receive compensation.”

“Upon written request the organization will provide governance documents, fed application 1023, federal tax returns and any relevant state filings. Also, on an annual basis, the organization's governance documents,irs documents, federal tax returns, audited financial statements and its annual char 500 report, filed with the new york state attorney general are posted on the nysoag charities bureau website.”

“Management and board of directors assumes responsibilty for oversight of the audit and selection of an independent accountant.”