D'Youville Leadership Solutions Inc

“The sole member of the corporation shall be the carmelite system, inc., a new york not-for-profit corporation (the "member"). The sponsor of the corporation is the carmelite sisters for the aged and infirm, inc. (the "sponsor"). The prioress general and four members of the general council of the sponsor shall exercise the prerogatives of the sponsor, as the members of the carmelite system, inc. With specified reserved powers regarding the carmelite system, inc. And the corporation.”

“Two directors shall be members of the general council of the sponsor and shall be appointed by the chair of the sponsor. In addition, the sponsor shall appoint a carmelite sister to serve as a "sponsor's representative" who will also serve as a director. The president/ceo shall service as a director, ex officio. All remaining directors shall be elected by the member at the member's annual meeting. Until the transition date, the member shall name one or more members of the sisters of charity who are recommended by the board to serve as directors. Nothwithstanding anything herein to the contrary, at least a majority of the directors of the corporation shall be persons who also serve as directors of d'youville senior care, inc. Or d'youville transitional care, inc.”

“The sponsor has the following powers and rights regarding the corporation and, where indicated, the subsidiary corporations: (a) approve any amendments of the articles of incorporation of the by-laws of the corporation and any amendment of the articles of incorporation or by-laws of any subsidiary corporation; (b) approve new entities of which the corporation and any subsidiary corporation is a member, stockholder, partner, joint venture or trustee, or in which it otherwise has an equity interest; (c) require the corporation and any subsidiary corporation to enter into a contract to manage all or part of any other entity, or to be managed, in whole or in part, by any other entity, except that the sponsorshall require such action only when necessary to ensure compliance with the mission and philosophy of the corporation; (d) approve the acquisition, sale, lease, pledge, mortgage or other encumbrance or disposition of assets of the corporation and any subsidiary corporation that exceeds in value a limit set by the member; (e) approve amend any plan of merger, consolidation or reorganization of the corporation structure, corporation, organization or program, of the dissolution of the corporation and any subsidiary corporation; (f) approve any change the fundamental nature of the corporation and any subsidiary corporation affecting its mission and philosophy; (g) appoint or remove, with or without cause, the chief executive officer of the corporation, provided that any termination or change in the corporation's chief executive officer shall not be effected without prior good faith consultation with the board of directors of the corporation and further provided that the board of directors shall also have a meaningful role in the recruitment and evaluation of candidates for the chief executive officer; (h) approve any change in licensure, level of care, bed capacity and types of service of the corporation and any subsidiary corporation in conformance with the mission and philosophy of the corporation and any subsidiary corporations and the directives; and (i) select a member of the general council of the sponsor to serve as one of the directors elected by the corporation to serve as a director of d'youville elderly housing corporation.”

“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.”

“Each employee is given the conflict of interest policy at orientation and is required to review this policy on an on-going basis. Directors are given the policy at orientation and review changes as they occur. The policy covers all employees and board members and potential conflicts are reviewed by management on an on-going basis to assure compliance. Identified issues are discussed at the board level and an appropriate course of action is taken based on the violation. To prevent trade conflict, all material expenditures need a minimum of three bids from contractors.”

“The dlwc compensation committee consults with ray anstiss, jr, cpa, principal of anstiss and company, pc, for industry information relating to the compensation of the dlwc president/ceo and cfo positions. Ray anstiss also maintains records of the compensation committee decisions for future reference.”

“The organization's governing documents, conflict of interest policy and financial statements are available upon request.”

“D'youville leadership solutions, inc. Issues w-2s for other related entities. The salaries and related expenses for these employees are allocated back to those related entities.”

“The carmelite system, inc. Approves the engagement of the independent auditors for the corporation. The system audit committee meets with the system's management and the independent auditors to review the engagement proposal, results of the audit, draft audit report and management letters. The audit committee may meet with the independent auditors in an executive session before concluding its review and acceptance of the annual audit report. The audit committee reports its findings and makes its recommendation to the board of directors.”