Our Lady of Mercy Senior Manor Housing Development Fund Corporation

“The association of new york catholic homes inc. Is the sole corporate member of the organization.”

“The association of new york catholic home inc. Has sole discretion of election of directors of the organization and also has reserved powers under article x of the association of new york catholic home inc. By-laws.”

“Taking into consideration the recommendations of the board of the corporation, and in accordance with the provisions of the new york not-for-profit corporation law, the vote of a majority of the directors of the member then in office at its annual, regular or special meeting held upon notice of the proposed action shall be required for the following actions: (1) election of directors of the corporation; (2) election of the chair of the board of the corporation; (3) any amendment to the certificate of incorporation, by-laws or mission statement of the corporation; (4) approval of any major capital improvement with a cost in excess of $100,000; (5) approval of any debt incurrence secured by the property, revenues, or other assets of the corporation; (6) approval of any unsecured debt incurrence in an amount greater than (i) three million dollars ($3,000,000) or (ii) 5% of the corporation's operating budget; (7) approval of any transaction that requires approval in accordance with the members by-laws; and (8) approval of the establishment of a new related entity of the corporation. Section 2. Actions requiring supermajority vote. Taking into consideration the recommendations of the board of the corporation, and in accordance with the provisions of the new york not-for-profit corporation law, the vote of two-thirds (2/3) of the directors of the member then in office at its annual, regular or special meeting held upon notice of the proposed action shall be required for the following actions: (1) approval of (i) the purchase, sale, mortgage or lease of real property which constitutes a material portion of the assets of the corporation or (ii) the sale, assignment or other disposition of all or a material portion of the assets of the corporation; (2) approval of any merger, consolidation, purchase or joint operating agreement involving the corporation; (3) approval of any plan of dissolution or liquidation of the corporation; (4) removal with or without cause of any or all of the directors; and (5) removal with or without cause of any or all of the officers elected by the member, or elected by the board with the approval of the member.”

“A tenative draft of the form 990, which is prepared by outside accountants, is sent to the organization's legal counsel (via email), who reviews and discusses the return with the governing body along with the underlying financial statments. Any suggested changes or comments and questions are then discussed with the outside accountants via a conference call.”

“Each officer, director or trustee is required to disclose annually interests that could give rise to conflicts at a board meeting. If an item of conflict comes to surface, the board discusses and votes on it before awarding any contracts.”

“The organization makes it form 990 available to the general public upon request. The organization's form 990 is also available on guidestar and other similar websites.”

“The organization governing documents, conflict of interest policy and financial statements, made available to the public upon request. The copies of these documents are kept at the managing agent's office and once requested the agent will mail such copies by regular mail.”

“The organization's board assumes responsibility for the oversight of the audit of its financial statements and selection of its independent auditor. The policy for selection and oversight of the independent auditors has not changed since last year.”