Franciscan Shelters

“Effective november 1, 2014, sponsorship of franciscan shelters was transferred from sylvania franciscan health to sylvania franciscan ministries, a newly created civil corporation sponsored by the sisters of st. Francis of sylvania, ohio, due to a sponsorship transfer of sylvania franciscan health to another catholic health system.”

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

“The reserved powers exercisable by the member alone - action by sylvania franciscan ministries in its capacity as sole member of the corporation shall be required, and shall be sufficient to elect the trustees of the corporation as provided in the bylaws, and to remove them at will, with or without cause as provded in the bylaws; and to elect and remove the chairperson and the president of the corporation as provided in the bylaws.”

“The reserved powers exercisable by the member alone-action by the member of the corporation shall be required and shall be sufficient: 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 remove the trustees at will, with or without cause as provided in article v, section 2; c) to elect, appoint and remove any officer and chairperson of any committee of the corporation; d) to amend or repeal the articles of incorporation and the code of regulations of the corporation as provided in article xii; e) to dissolve or terminate the existence of the corporation or to revoke any proceeding for its voluntary dissolution and to determine the distribution of assets upon any approved dissolution or termination in accordance with the articles of incorporation; f) to satisfy all requirements applicable to nonprofit corporations under state law; g) to take any action necessary to conform the purposes and activities of the corporation and of organizations controlled by the corporation with the traditions, teachings and canon law of the roman catholic church as they may be in effect from time to time; h) to approve any transaction, agreement, arrangement or claim to which the corporation is a party that involves a potential conflict of interest as defined in article ix; i) to approve any merger or consolidation of the corporation and any sale of substantially all of its assets; j) to authorize 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; k)to approve 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; l) to approve 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; m) to approve 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; n) to approve the annual operating and capital budgets of the corporation and related organizations; o) to approve the addition or termination of services; p) to approve the corporation's auditor; q) to approve the corporation's strategic plan; r) to approve the power of approval reserved by the corporation over actions of the governing bodies of its subsidiary organizations or affiliated entities; and s) to approve 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 board of trustees receives a copy of the entire form 990, as ultimately filed with the irs, for review prior to filing with the irs.”

“The written conflict of interest policy is regularly and consistently monitored and compliance is enforced by the executive director. The scope of this policy includes all board members and key employees. The policy is in place to prevent any conflicts of interest from arising and to document/detect if there are any issues. The covered persons are to refrain from voting on any types of actions that they would have an interest in. A self disclosure from covered persons to the executive director is required on any potential conflicts of interest. The covered persons are to recuse from participating in any deliberation or decisions on such transactions.”

“The executive committee of the board of trustees reviews the executive director's salary annually. The committee received an independent comparable wage survey in order to effectively complete the review process. The executive committee makes their recommendation to the full board of trustees, who has the final approval. This process is documented in the meeting minutes and was last performed in 2014.”

“Franciscan shelters governing documents, conflict of interest policy, and financial statements are available at our offices upon request. Public request can be made to the following person: deidra lashley p.o. Box 5930, toledo, oh 43613-0930, 419-727-4948.”

“The committee that assumes responsibility for oversight of the audit and selection of the independent accountant has not changed its oversight process or selection process from the prior year.”

“The related tax exempt organizations are all members of group exemption # 0928.”