Catherine Mcauley Mercy Foundation Inc

“CORPORATE MEMBERS Section 1. Membership and Qualifications. The corporate members of the Corporation (the "Corporate Members") shall be the individual who is from time to time the President of the South Central Community, or its successor, and those individuals who constitute the Community Leadership Team of the South Central Community or its successor. "Successor" as used in this provision is any civil or public juridic person, entity or organization (unincorporated or otherwise), from and after any formation, merger, reorganization or consolidation within the Institute of the Sisters of Mercy of the Americas. Section 2. Transfer of Membership. Except for a "Successor" as contemplated under Article IV, Section 1, of these Bylaws, membership in the Corporation is not transferable or assignable. Section 3. Reserved Powers. The following powers are reserved exclusively to the Corporate Members or their designate and no attempt at exercise of any such Reserved Powers by anyone other than the Corporate Members or their designate shall be valid or of any force or effect whatsoever.”

“CORPORATE MEMBERS Section 1. Membership and Qualifications. The corporate members of the Corporation (the "Corporate Members") shall be the individual who is from time to time the President of the South Central Community, or its successor, and those individuals who constitute the Community Leadership Team of the South Central Community or its successor. "Successor" as used in this provision is any civil or public juridic person, entity or organization (unincorporated or otherwise), from and after any formation, merger, reorganization or consolidation within the Institute of the Sisters of Mercy of the Americas. Section 2. Transfer of Membership. Except for a "Successor" as contemplated under Article IV, Section 1, of these Bylaws, membership in the Corporation is not transferable or assignable. Section 3. Reserved Powers. The following powers are reserved exclusively to the Corporate Members or their designate and no attempt at exercise of any such Reserved Powers by anyone other than the Corporate Members or their designate shall be valid or of any force or effect whatsoever: (a) To Approve any new or revision of philosophy, purpose, mission and values; and any change to the general structure, philosophy, purpose, mission and/or values of the Sponsored Ministry. (b) To consider and review ongoing assessment and accountability reporting (an "Accountability Report") to ensure the Sponsored Ministry's fidelity to mission, teachings of the Roman Catholic Church and the charism, core values and tradition of the South Central Community. The Sponsored Ministry shall complete the Accountability Report, as required and modified from time to time by the Corporate Members, and submit the Accountability Report to Corporate Members or their designate in accordance with the requirements of such Accountability Report. The Accountability Report may include such matters as required from the Sponsored Ministry by the Corporate Members or their designate, including, but not limited to, mission effectiveness, fidelity to mission and financial reporting. (c) To Approve mergers, consolidations or dissolutions and any acquisitions, formations or dissolutions of subsidiary corporations or affiliates. (d) To Approve the distribution of assets upon liquidation and dissolution. (e) To Approve transactions involving an amount which in the sole determination of the Corporate Members exceeds canonical limits. (f) To Approve the amendment of the Articles of Incorporation of the Sponsored Ministry or any subsidiary or affiliate; provided that, the Corporate Members may initiate and implement the amendment of the Articles of Incorporation of the Sponsored Ministry or any subsidiary or affiliate, with or without the recommendation of or any action by the Board of Directors, if the Corporate Members so elect in their sole discretion. (g) To Approve the amendment of the Bylaws of the Sponsored Ministry or any subsidiary or affiliate; provided that, the Corporate Members may initiate and implement the amendment of the Bylaws of the Sponsored Ministry or any subsidiary or affiliate, with or without the recommendation of or any action by the Board of Directors, if the Corporate Members so elect in their sole discretion. (h) To Approve the initial appointment of new members of the Board of Directors of the Sponsored Ministry; provided that, the Corporate Members may initiate and implement the initial appointment of new members of the Board of Directors of a Sponsored Ministry, with or without the recommendation of or any action by the Board of Directors, if the Corporate Members so elect in their sole discretion. (i) To Approve the removal of any Director or all Directors of the Sponsored Ministry with or without cause; provided that, the Corporate Members may initiate and implement the removal of any Director or all of the Directors of the Sponsored Ministry, with or without cause and with or without the recommendation of or any action by the Board of Directors, i”

“Section1. Membership and Qualifications. The corporate members of the Corporation (the "Corporate Members") shall be the individual who is from time to time the President of the South Central Community, or its successor, and those individuals who constitute the Community Leadership Team of the South Central Community or its successor. "Successor" as used in this provision is any civil or public juridic person, entity or organization (unincorporated or otherwise), from and after any formation, merger, reorganization or consolidation within the Institute of the Sisters of Mercy of the Americas. Section 2. Transfer of Membership. Except for a "Successor" as contemplated under Article IV, Section 1, of these Bylaws, membership in the Corporation is not transferable or assignable. Section 3. Reserved Powers. The following powers are reserved exclusively to the Corporate Members or their designate and no attempt at exercise of any such Reserved Powers by anyone other than the Corporate Members or their designate shall be valid or of any force or effect whatsoever: (a) To Approve any new or revision of philosophy, purpose, mission and values; and any change to the general structure, philosophy, purpose, mission and/or values of the Sponsored Ministry. (b) To consider and review ongoing assessment and accountability reporting (an "Accountability Report") to ensure the Sponsored Ministry's fidelity to mission, teachings of the Roman Catholic Church and the charism, core values and tradition of the South Central Community. The Sponsored Ministry shall complete the Accountability Report, as required and modified from time to time by the Corporate Members, and submit the Accountability Report to Corporate Members or their designate in accordance with the requirements of such Accountability Report. The Accountability Report may include such matters as required from the Sponsored Ministry by the Corporate Members or their designate, including, but not limited to, mission effectiveness, fidelity to mission and financial reporting. (c) To Approve mergers, consolidations or dissolutions and any acquisitions, formations or dissolutions of subsidiary corporations or affiliates. (d) To Approve the distribution of asset upon liquidation and dissolution. (e) To Approve transactions involving an amount which in the sole determination of the Corporate Members exceeds canonical limits. (f) To Approve the amendment of the Articles of Incorporation of the Sponsored Ministry or any subsidiary or affiliate; provided that, the Corporate Members may initiate and implement the amendment of the Articles of Incorporation of the Sponsored Ministry or any subsidiary or affiliate, with or without the recommendation of or any action by the Board of Directors, if the Corporate Members so elect in their sole discretion. (g) To Approve the amendment of the Bylaws of the Sponsored Ministry or any subsidiary or affiliate; provided that, the Corporate Members may initiate and implement the amendment of the Bylaws of the Sponsored Ministry or any subsidiary or affiliate, with or without the recommendation of or any action by the Board of Directors, if the Corporate Members so elect in their sole discretion. (h) To Approve the initial appointment of new members of the Board of Directors of the Sponsored Ministry; provided that, the Corporate Members may initiate and implement the initial appointment of new members of the Board of Directors of a Sponsored Ministry, with or without the recommendation of or any action by the Board of Directors, if the Corporate Members so elect in their sole discretion. (i) To Approve the removal of any Director or all Directors of the Sponsored Ministry with or without cause; provided that, the Corporate Members may initiate and implement the removal of any Director or all of the Directors of the Sponsored Ministry, with or without cause and with or without the recommendation of or any action by the Board of Directors, if the Corporate Memb”

“The completed Form 990 is provided to all members of the Finance Committee prior to submittal to the IRS. The Finance Committee reports to the full Board at a later date that may or may not be prior to the submittal of the final Form 990 to the IRS.”

“According to the by-laws: Section 6. Policies and Procedures. The officers of the Corporation and Directors shall execute and abide by the conflicts of interest policy as may be adopted and amended from time to time by the Board of Directors or Corporate Members. The officers of the Corporation and Directors shall abide by such other policies and procedures as may be adopted from time to time by the Board of Directors or Corporate Members. In the event of a conflict between any policy or procedure adopted by the Board of Directors and a policy or procedure adopted by the Corporate Members, the policies and procedures of the Corporate Members shall prevail and control in all respects. Annual meeting review of any conflicts, with the Board of Directors discussion of all disclosures. Vote on acceptance of conflict or not. Recusing Parties are removed from discussion and vote as appropriate.”

“Market Survey Data is evaluated from Outside Professional Resources. A "reasonable rebuttable presumption checklist" is completed and presented through the compensation committee to the Board for approval yearly for the CEO, CFO and Medical Director.”

“All Governing Documents, Conflicts of Interest Policy, Financial Statements and Organizational 990s are available for inspection upon request at the Corporate office or sent securely via email or fax.”