Lutheran Homes Foundation

“Community wellness partners, inc. Formerly lutheran care ministries network, inc., is the parent corporation and sole member of lutheran care charitable network, inc. Lutheran care charitable network, inc. Is the sole member of the following related organizations: katherine luther residential health care & rehabilitation center, inc.; lutheran home of central new york, inc.; and lutheran homes management services, inc. The executive committee of lutheran care charitable network, inc. Is the sole member of lutheran homes foundation, inc.”

“The immediate past-chairperson of the board of directors shall serve for a one (1) year term. With the exception of the immediate past chairperson and chief executive officer, the term of office of the directors shall be three (3) years. The directors shall be divided as nearly as possible into three (3) equal classes, so that, approximately one-third (1/3) of the board is elected (appointed) each year. A director shall be limited to three (3) consecutive three (3) year terms. A director may be re-elected after a one-year absence from the board.”

“The presence of a simple majority of the currently sitting members of the board of directors shall constitute a quorum. Each director shall be entitled to one (1) vote. The act of a majority of the members present at a meeting of the members in which a quorum is present shall be the act of the members. Any action required or permitted to be taken by the members may be taken without a meeting if all members consent to the action taken, which consent shall set forth the action so taken. Such consent may be written or electronic. The members reserve the following powers: (a) to amend and/or restate the certificate of incorporation, to amend or repeal the by-laws and to adopt new or restated by-laws; (b) approval of and interpret the mission and philosophy adopted by the corporation and require that the corporation operate in conformance with its mission, philosophy and affiliation with the evangelical lutheran church in america; (c) approval of any plan of merger, consolidation, dissolution or liquidation of the corporation and any of its affiliates; and (d) approval of any corporate reorganization, change in membership and/or corporate affiliation. The property, affairs, activities, concerns and management of the corporation shall be vested in a board of directors.”

“A completed form 990 and supporting schedules and documentation are given to the board of directors prior to submission.”

“Each board member completes the conflict of interest statement annually. If a conflict is noted, the non-interested members vote on how to proceed with the situation at that time.”

“The ceo uses industry and competitive surveys to establish the compensation for all other officers and key employees annually. The parent board annually reviews performance of top management and uses industry and competitive surveys to establish compensation for the ceo.”

“Governing documents, policies, and financial statements are available upon request at the organization's address.”

“No changes from prior year.”