Good Shepherd Manor Foundation

“Ron Bailitz and Helen Bailitz - Family Relationship”

“The bylaws were amended during fiscal year 2016 as follows: The purposes language was updated to the following: The purposes for which this not for profit Corporation is organized and operated are religious, educational and charitable and, in particular, to foster and promote the Catholic spostolate in the diocese of Joliet, Illinois to exclusively benefit Good Shepherd Manor, Inc. in serving the needs of men with developmental disabilities and their families. No one is refused admission or excluded any care or treatment because of inability to meet the financial costs. Membership language was updated to remove the following: One member of the Corporation shall be, ex officio, The Superior General of the religious community of The Little Brothers of the Good Shepherd. At no time shall persons who are members of the religious community of The Little Brothers of the Good Shepherd constitute a majority of the Members of the Corporation. Informal action by Members language was updated: Any action required to be taken at a meeting of the Members of the Corporation, or any other action that may be taken at a meeting of the Members may be taken by ballot without a meeting in writing by mail, e-mail, or any other electronic means pursuant to which the Members entitled to vote theron are given the opportunity to vote for or against the proposed action, and the action receives approval by a majority of the Members casting votes, or such larger number as may be required provided that the number of Members casting votes would constitute a quorum if such action had been taken at a meeting. Voting must remain open for not less than 5 days from the date the ballot is delivered; provided, however, in the case of a removal of one or more Directors, a merger, consolidation, dissolution or sale, lease or exchange of assets, the voting must remain open for not less than 20 days from the date the ballot is delivered. Election of Directors was updated: All but one of the Directors of the Corporation shall be elected by the Members at the annual meeting. One of the directors of the Corporation shall be elected by the Members of Good Shepherd Manor, Inc. at its annual meeting. The number of Directors was updated from not less than 3 to not less than 3, nor more than 8. Resignation and Removal of Directors language was updated: A Director may be removed with or without cause by the vote of a two-thirds majority of the Members and as specified by statute. No Director shall be removed at a meeting of the Members entitled to vote unless the written notice of such meeting is delivered to all Members entitled to vote on removal of Directors. Such notice shall state that a purpose of the meeting is to vote upon the removal of one or more Directors named in the notice. Only the named Director or Directors may be removed at such meeting. The following officer roles and responsibilities were updated: Secretary - The secretary shall (a) keep records of corporate action, including the minutes of meetings of the Members and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (c) keep a register of the post-office address of each Member and Director which shall be furnished to the secretary by such persons (d) sign with the president or a vice president, any contracts, deeds, mortgages, bonds or instruments which the Board of Directors has authorized to be executed, according to the requirements of the form of the instrument; (e) have authority to certify these By-laws, resolutions of the Members and the Board of Directors and committees thereof, and other documents of the corporation as true and correct copies thereof; and (f) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors. Treasurer - The treasurer of the corporati”

“Membership in the Corporation shall be limited to such persons as shall be elected and admitted to membership in the Corporation.”

“All but one of the Directors of the Corporation shall be elected by the Members at the annual meeting thereof. One of the Directors of the Corporation shall be elected by the Members of Good Shepherd Manor, Inc. at its annual meeting.”

“The number of Directors shall be determined by the Members at the annual meeting of the Members. Members have the right to remove Directors of the Corporation by a vote of a two-thirds majority of the Members. The power to alter, amend or repeal By-laws or adopt new By-laws is vested in the Members.”

“FORM 990 WAS PROVIDED TO THE BOARD OF DIRECTORS FOR APPROVAL BEFORE IT WAS FILED with the Internal Revenue Service.”

“Any duality of interest on the part of any Director shall be disclosed to the Board of Directors, and made a matter of record through an annual procedure and also when the interest becomes a matter of Director action. Any Director having a duality of interest shall not vote or use his or her personal influence on the matter, and he or she shall not be counted in determining the quorum for the meeting. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting and the quorum situation. Any new Director will be advised of this policy upon entering the duties of his or her office. All such policies shall also be applicable to any Member of one's immediate family or any person acting on his or her behalf. Directors will be required to attest annually to their familiarity with the Corporation's policies in this regard and to provide information concerning any possible conflict of interest so that disclosure may, if necessary, be made. Whenever there exists a conflict, the matter in question shall be made public by disclosure in the Annual Report unless otherwise directed by the Directors.”

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

“The process has not changed from the prior years.”