Franciscan Properties Inc

“The membership of the corporation consists of one (1) class and the only member of the corporation shall be sylvania franciscan ministries, an ohio nonprofit corporation.”

“Reserved powers exercisable by the member alone - action by the member of the corporation shall be required, and shall be sufficient, to elect the trustees of the corporation as provided in article v, section 3, and to remove them at will, with or without cause as provided in article v; to elect, and remove the chairperson and president of the corporation as provided in article viii.”

“Required member approval of board action. The member must approve the following actions of the board of trustees as a condition before they become effective: a) to adopt or change the philosophy, objectives, purposes or ethical or religious standards of the corporation and of organizations controlled by the corporation; b) to elect the trustees of the corporation as provided in article v, section 3, and to remove them at will, with or without cause as provided in article v; c) to elect, and remove the chairperson and president of the corporation as provided in article viii; d) to amend or repeal the articles of incorporation and the code of regulations of the corporation as provided in article xiii; e) to dissolve or terminate the existence of the corporation and to determine the distribution of assets upon such dissolution or termination in accordance with the articles of incorporation; f) the approval of any merger or consolidation of the corporation and any sale of substantially all of its assets; g) the authorization for the creation of any subsidiary organization or the affiliation of the corporation with any other entity for the purpose of the joint conduct of business or other programs, whether in the form of participation in a corporation, partnership, joint venture, co-tenancy or any other form of ownership or control; h) the approval of the conveyance of real property or the granting of mortgages or trust deeds or the creation of other liens upon any real property owned by the corporation; i) the approval of conveying any tangible personal property, incurring any debt or series of debts, guaranteeing of any debt or series of debts, or the granting of any security interest or other lien in the property of the corporation in excess of the amount prescribed from time to time by the member; j) the approval of any capital expenditure or grant, or series of capital expenditures or grants in excess of the amount prescribed from time to time by the member; k) the approval of the annual operating and capital budgets of the corporation and related organizations; l) the addition or termination of services; m) the approval of the corporation's auditor; n) the approval of the corporation's strategic plan; o) the exercise of the power of approval reserved by the corporation over actions of the governing bodies of its subsidiary organizations or affiliated entities; and p) any other act for which membership approval is required under applicable canon or civil law, the articles of incorporation, or this code of regulations.”

“The process of reviewing the form 990 entails a detailed review by the organization's accounting department. The governing body receives a copy of the form 990 including requested schedules, as ultimately filed with the irs, for review and approval prior to filing with the irs.”

“Every year, each board member and key employee is given a questionnaire to be filled out and sent to the board secretary. The form is reviewed and actions are taken if a conflict is identified. A designated person means any member of the board of the corporation, any member of a committee of the corporation that is authorized to approve transactions or assert claims on behalf of the corporation, any officer of the corporation, and any employee or agent of the corporation who is authorized to approve transactions or assert claims on behalf of the corporation. Any designated person who has a conflict of interest shall disclose the conflict of interest when it arises, and before action on the transaction or claim in question. Conflicts of interest involving the president or members of the board of the corporation shall be reported to the board, and conflicts of interest concerning other designated persons shall be reported to the president, in which case the president will make the conflict of interest known to the board and any applicable committee at the next regularly scheduled meeting. A designated person who has a conflict of interest arising out of or related to a transaction or claim shall be excused from the board or committee meeting before any deliberations or voting concerning the authorization of the transaction or assertion of the claim.”

“The organization's governing documents, conflict of interest policy, and financial statements are made available to the general public upon request. The documents are located in the administrative offices during regular business hours.”