St Patrick'S Residence

“The executive committee shall consist of the chairperson of the board, the president, the vice-president, the secretary, the treasurer, and such officers of the corporation as may be appointed by the members. The executive committee shall meet as needed and shall have authority to transact regular business of the corporation between meetings of the board. However, the executive committee is not empowered to act with respect to any reserve powers described in these by-laws, and shall not take any action beyond the authority of the board or in conflict with the expressed policies of the board. A majority of the committee shall constitute a quorum for the transaction of business for any meeting. Any action taken by the executive committee shall be reported to the board at the next meeting of the board.”

“The sole member of the corporation is the carmelite system, inc.”

“The sole member of the corporation is the carmelite system, inc. Directors shall be elected by the majority vote of the member of the corporation at the annual meeting, except that the chair of the member shall appoint two (2) of the members of the sponsor to be directors of the corporation.”

“The following powers are reserved exclusively to the member of the organization: 4.1.1 to require that the corporation operates in conformance with its stated purpose, mission, philosophy and values; 4.1.2 to approve the strategic plans for the corporation, 4.1.3 to require and approve the annual capital and operating budgets 4.1.4 to recommend to the sponsor any amendment, or modification of the certificate of incorporation or the by-laws of this corporation; 4.1.5 to recommend to the sponsor (1) the establishment of new entities of which the corporation is a member, stockholder, partner, joint venturer or director, or in which it otherwise has an equity interest, (2) the acquisition by the corporation in any manner of any such interest in any entity, or (3) the entry by the corporation into a contract to manage all or part of any other entity, 4.1.6 to approve borrowing or lending of funds in excess of any amount established from time-to-time by the member, 4.1.7 to approve expenditures not authorized by, or included within, the corporation's budgets approved by the member which are in excess of an amount established from time-to-time by the member, 4.1.8 to recommend to the sponsor for approval the acquisition, sale, lease, pledge, mortgage or other encumbrance or disposition of any assets of the corporation. [if the fair market value of the assets at the time of such disposition, in one transaction or a series of related transactions, exceeds the lesser of (1) 10% of the total net assets (as such term is defined under generally accepted accounting principles) of the corporation, or (2) $3,000,000]; 4.1.9 to require that the provision by the corporation of existing services or a service that was not offered by the corporation as of the day before the carmelite system, inc. Became the sole corporate member of the corporation, be in conformance with the teachings, traditions of the roman catholic church, the mission and philosophy of the congregation of the carmelite sisters for the aged and infirm and the ethical and religious directives for catholic health care services; 4.1.10 to require that the discontinuation of a service by the corporation be in conformance with the directives; 4.1.11 to recommend to the sponsor the merger, consolidation or reorganization of the corporate structure, corporation, organization or program, or the dissolution, of the corporation; 4.1.12 to recommend to the sponsor any change in the fundamental nature of the corporation affecting its mission and philosophy. 4.1.13 to elect the directors, officers, and members of the executive and finance committees of the corporation, 4.1.14 to remove, with or without cause, any director, officer, executive committee or finance committee member of the corporation; 4.1.15 to approve the appointment of the administrator or chief executive officer of the corporation; 4.1.16 to recommend to the sponsor the removal, with or without cause, of the administrator or chief executive officer of the corporation; 4.1.17 to recommend to the sponsor that any change in licensure, level of care, bed capacity and types of service of the corporation be in conformance with the mission, and philosophy of the corporation and the directives; 4.1.18 to approve the engagement of legal counsel for the corporation; 4.1.19to approve the engagement of money managers for the corporation; 4.1.20 to approve the engagement of the independent auditors for the corporation; 4.1.21 to approve the conferral of gifts, donations or loans to other legally recognized charitable organizations in excess of a prescribed amount; 4.1.22 to formulate and promulgate written policies of the corporation as required by applicable regulatory agencies to ensure compliance with mission and philosophy; 4.1.23 to designate standing and special committees of the corporation; 4.1.24 to authorize contracts by the corporation which are in excess of an amount established from time-to-time by the member, 4.1.25 to rati”

“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 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.”

“The conflict of interest policy requires all officers and board members to complete an annual disclosure statement in addition, should an officer or board member assume new external interests that potentially conflict with his/her role with the organization, such individual is required to disclose in writing the nature of such external interests. The disclosure statement is provided to the board members for review. Conflicts are resolved by making a required disclosure, and may result in restricting the officer or board member in any related activity or process as determined appropriate to the circumstances of the conflict. Failure to disclose a conflict of interest is in violation of the adopted policy and can result in disciplinary action or removal.”

“A compensation policy was developed by the board to govern compensation arrangements between the organization and covered individuals, defined as those in a position to exercise substantial influence over the affairs of the organization. The compensation committee consists of at least three independent individuals appointed by the board, who themselves are members of the board of directors. The committee recommends to the board the compensation for covered individuals based on relevant data including comparability compensation for similarly situated entities and independent compensation surveys compiled by independent firms as deemed necessary.”

“The organization makes its governing documents, conflict of interest policy, financial statements, and tax filings available to the public upon request. The organization also files reports with various governmental agencies as a requirement for participation in government programs, which the agencies may make available to the public. The organization's form 990 is also available to the public on guidestar's website.”

“The board of directors has designated a committee to manage the processes of selection and oversight of the audit and independent accountant. The committee meets with management and the independent auditors to review the engagement proposal, results of the audit, draft audit report, and management letter. The committee may meet with the independent auditors in executive session before concluding its review and acceptance of the annual audit report. The committee reports its findings and makes its recommentation to the board of directors.”