Cantalician Foundation Inc

“The members of the board are the executive director of learning disabilities association of western new york, inc., dba beyond support network, as ex-officio and the executive committee of the beyond support network board.”

“Per the by-laws the foundation's members elect the members of the governing body.”

“The members hereof, in addition to any other powers reserved in these by-laws and the certificate of incorporation, reserve to themselves the following management powers and neither the board of directors of this corporation nor any officer thereof may enter into any of the following transactions to bind this corporation or engage in any of the following acts without the authority first had and obtained of the members of the corporation: a. To approve and interpret the corporation's statement of philosophy and mission, established by the corporation, and to require that the corporation operated in conformance with its philosophy, mission, and purposes; b. To approve, by a note of two-thirds (2/3) of all the members, any amendment and/or repeal of the certificate of incorporation of this corporation; c.to approve, by a note of two-thirds (2/3) of all the members, any amendment and/or repeal of the by-laws of this corporation; d. To approve any plan of merger, consolidation, or reorganization of the corporation; e. To approve, by a note of two-thirds (2/3) of all the members, any plan of dissolution of the corporation and the distribution of the assets of the corporation upon dissolution; f. To approve the establishment, merger, consolidation, reorganization, or dissolution of any organizational relationship of the corporation, including subsidiary corporations, partnerships, joint ventures, and like relationships; g. To elect/appoint or to remove, with or without cause, the elected/appointed directors of the corporation; h. To approve any indebtedness of the corporation in excess of an amount to be fixed from time to time by the members; i. To approve any mortgage and/or pledge of the corporation's real or personal property as security for any indebtedness; j. To approve the capital and operating budgets of the corporation to ensure that such budgets conform to the philosophy, mission, and purposes of the corporation; k. To approve any capital expenditures over a certain amount, as determined from time to time by the members, except those expenditures which are incidental to the corporation's day-to-day operations; l. To approve the sale, acquisition, lease, transfer, mortgage, pledge, assignment, gift, any substantial change in use, or other alienation of real or personal property of the corporation, except that the members, from time to time, may fix an amount up to which the board of directors may approve the sale, acquisition, lease, transfer, mortgage, pledge, assignment, gift, substantial change in use, or other alienation of the personal property of the corporation without member approval; m. To approve settlements of litigation when such settlements exceed applicable insurance coverage or the amount of any applicable self-insurance fund; n. To elect members of the board of directors; o. To increase and/or decrease the number of directors, so long as a minimum of five (5) remain; p. To approve the strategic plan of the corporation;”

“A draft copy of the 990 return will be mailed to each of the members of the foundation for their review prior to the filing of the return.”

“All board members and key employees sign conflict of interest statements annually that are reviewed by the compliance officer. Any potential conflicts are communicated to the board of directors.”

“The foundation uses comparability data to establish compensation of its employees.”

“The cantalician foundation by-laws and form 990 are available upon request.”

“The process has not changed from prior year.”