The Partnership Homeless Facilities Corporation

“The sole member of the organization is the partnership for the homeless inc.”

“The sole member shall elect all persons who are elected directors of the partnership for the homeless, inc. As directors of the corporation. Only persons who are directors of the partnership for the homeless, inc. May be directors of the corporation. The directors shall be elected by the sole member at the annual meeting of the sole member to hold office until the next annual meeting of the sole member and until their successors shall have been elected and qualified. Vacancies on the board, for any reason, and newly created directorships resulting from an increase in number of directors elected or appointed at large, shall be filled by the sole member with the same person who is elected to fill the corresponding vacancy or newly created directorship of the partnership for the homeless, inc.”

“The corporation shall not take any of the following actions without the prior approval of the sole member, either by means of a meeting or written consent of the sole member. (a) elect, remove, or vote for or approve the election or removal of, any member of the board of directors; or otherwise vote, or execute consents, proxies or similar instruments in respect of, any memberships or shares held by the corporation for any matter whatsoever; (b) amend the certificate of incorporation or by-laws of the corporation; (c) lease, mortgage, acquire, sell or otherwise dispose of any real property of the corporation or any substantial part of the assets of the corporation; (d) borrow or lend any money; (e) merge or dissolve the corporation; and (f) acquire any membership in or capital stock or assets of any other corporation or otherwise establish or organize any other entity or business venture which will be owned or controlled, directly or indirectly, by the corporation.”

“The partnership homeless facilities corporation has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the form 990 has been prepared, reviewed by management and is ready to be filed with the internal revenue service, it is electronically sent to the board members of the organization for any comments. Any comments are then grouped, summarized and provided to the outside accountants. Each issue is documented and addressed until the return is finalized and approved for filing.”

“The directors, officers, and employees of the organization annually complete a conflict of interest disclosure statement. All forms are submitted and reviewed by the ceo. In addition, statements are reviewed at the board of directors meetings at least annually or as needed. If during the year, any officer or director determines that they have a potential conflict, they must disclose the factors of the conflict in writing to the chairperson of the board and the chairperson of the finance committee. The board or members of a committee may, by majority vote, ask any director or officer who has an interest in a matter not to participate, or to leave the room at the board meeting or committee meeting in which discussion regarding that matter is carried on; provided, however, that the interested director or officer may participate in any discussion regarding his or her exclusion. No director or officer shall vote on any matter in which he or she has an interest.”

“Copies of internal policies and financial statements are available upon request at the offices during regular business hours. Form 990 is available upon request, at offices during regular business hours, on the website of the office of the attorney general of the state of ny, and on the website www.guidestar.org.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“The organization has a committee that assumes responsibility for oversight of the audit of its financial statements and selection of an independent accountant. This process did not change from the prior year.”