Providence Housing Development Corporation

“The following serve as ex officio Members of the Corporation: The Diocesan Bishop or, in the absence of the Diocesan Bishop, the Administrator of the Roman Catholic Diocese of Rochester; the Vicar General as designated by the Diocesan Bishop; the Chancellor; the Diocesan Director of Catholic Charities; and the President of the Corporation's Board of Directors.”

“The members of the Organization approve, for election to the Corporation's Board of Directors by the Board of Directors, names of nominees, received from the Nominating Committee.”

“Notwithstanding any other powers conferred upon the Members pursuant to the By-laws, the following powers are specifically reserved to the Members of the Corporation: 1)amending the By-laws; 2)approving for election to the Corporation's Board of Directors by the Board of Directors names of nominees, received from the Nominating Committee; 3)amending the Corporation's Certificate of Incorporation; 4)approving any change in the philosophy, direction and values of the Corporation as an agency operating under the auspices of the Roman Catholic Diocese of Rochester; 5)approving the purchase, sale, lease or mortgage of real property of the Corporation in excess of $15,000,000; 6)approving the sale of all, or substantially all, of the assets of the Corporation; 7)approving the merger or consolidation of the Corporation with another not for profit corporation; and 8)approving the dissolution of the Corporation. In addition to the foregoing, the Diocesan Bishop shall have the authority, in the event he determines that the Corporation has entered a course of action inconsistent with or detrimental to the doctrine, aims or purposes of the Roman Catholic Church in the Diocese of Rochester, to exercise control over the affairs of the Corporation.”

“The draft report was sent electronically to all board members. Responses were received and evaluated if there were questions prior to filing the report.”

“Employee compliance is reviewed annually with all employees at a general meeting. Each employee signs a form to reaffirm his/her understanding of the policy. Board members are asked to acknowledge their compliance annually with forms returned to the Secretary of the Board rather than management.”

“The process is conducted by the Board. A survey of comparable positions in the community is conducted by the Human Resources Department of Catholic Charities. A recommendation with salary ranges is presented to the Board. A Board Committee conducts an annual evaluation of the Executive Director's performance. Salary recommendations are forwarded to the whole board based on the evaluation and consistent with the compensation survey conducted by Human Resources. The Board takes formal action by resolution with documentation in the Board minutes.”

“All documents will be made available for public inspection based on the requirements of applicable law.”

“Providence Housing Development Corporation has done business with an entity of which a current officer is a key employee, but the entity is not listed on Schedule L based on the Schedule L instructions. According to Schedule L instructions, the definition of an entity excludes tax-exempt organizations under section 501(c).”