The Carmelite System Inc

“The organization has five members consisting of the superior general and four members of the general council of the carmelite sisters for the aged and infirm, inc.”

“The organization's members maintain the right to elect one or more members of the governing body.”

“The members of the organization reserve the following management powers: a) to approve and interpret the corporation's purposes, mission, philosophy and values and to require that the corporation operates in conformance with same; b) to approve and amend the certificate of incorporation and by-laws of the corporation c) to approve any plan of merger, consolidation, or reorganization of the corporation; d) to approve any plan of dissolution of the corporation and the distribution of the assets of the corporation upon dissolution; e) to approve the establishment, merger, consolidation, reorganization, or dissolution of any organizational relationship of the corporation, including subsidiary corporations, partnerships, join ventures, and like relationships; f) to appoint and remove, with or without cause, the directors of the corporation; g) to appoint and remove, with or without cause, the president/chief executive officer of the corporation; h) to appoint and remove, with or without cause, the vice-president of mission of the corporation; i) to ratify any debt of the corporation in excess of an amount to be fixed from time to time by the members, except for any debt necessary to finance the cost of compliance the operation or physical plant standards required by applicable law; j) to ratify the sale, acquisition, lease, transfer, mortgage, pledge or other alienation of real or personal property of the corporation in excess of an amount to be fixed from time to time by the members; k) to ratify settlements of claims and litigation when such claims or settlements exceeds applicable insurance coverage or the amount of any applicable self-insurance fund; l) to appoint fiscal auditors, upon the recommendation of the audit committee; and m) to appoint legal counsel.”

“The finance committee reports to the board of directors regarding the review of the form 990. 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 individuals 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 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 committee 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 complied 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.”

“Sr. Magaret edward, o. Carm and sr. Julie mccarthy, o. Carm. Are officers of the organization and as religious members of the carmelite sisters for the aged and infirm, inc. Have taken a vow of poverty. The compensation that would be paid to the officers for services provided to the organization is paid directly to the carmelite sisters for the aged and infirm, inc. Rather than to the individual officers.”

“Change in health & welfare trust 217,508.”