Sophia Center Inc

“Sylvania franciscan ministries is the sole member of the sophia center, inc.”

“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 code of regulations, and to remove them at will, with or without cause as provided in the code of regulations; and to elect and remove the chairperson and the president of the corporation as provided in the code of regulations.”

“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. 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.”

“Sophia center has a written policy approved by the board of directors, requiring review of the 990 by the board before filing. The controller and executive director review the 990 before it is filed and consult with forvis, the chairperson of the board and the chief financial officer of sylvania franciscan ministries if there are any concerns or issues. The form 990 is presented and reviewed at the board meeting before it is filed and board members are given the opportunity to ask any questions or offer comments.”

“Sophia center has a written board conflict of interest policy approved by the board of directors. The policy includes annual and ongoing review of conflicts by the board. Board members provide annual self disclosure statements. Board procedures for addressing conflicts of interest include recusal in the event of potential conflicts and comprehensive review to determine whether or not a conflict exists when entering into agreements, arrangements or transactions.”

“Sophia center has a written compensation policy approved by the board. The policy includes board approval of compensation for the executive director or any other highly compensated employee or consultant. Compensation will be based upon a review of comparable data for similarly qualified individuals. Compensation decisions made by the board will be documented concurrently and include how the decision was reached, the comparability data used, and any actions taken regarding the compensation.”

“Sophia center has a written compensation policy approved by the board. The policy includes board approval of compensation for the executive director or any other highly compensated employee or consultant. Compensation will be based upon a review of comparable data for similarly qualified individuals. Compensation decisions made by the board will be documented concurrently and include how the decision was reached, the comparability data used, and any actions taken regarding the compensation.”

“Sophia center makes its governing documents, conflicts of interest policy, review of 990 policy and financial statements available upon request.”