Marycrest Manor

“The members of marycrest manor shall be those persons who shall be the general minister and the council of the congregation of the franciscan sisters of st. Joseph of hamburg, new york.”

“An annual meeting of the members shall be held in june each year. Time and place, may be designated by the chairperson of the members. The chairperson shall be the general minister of the entity known as the franciscan sisters of st. Joseph of hamburg, new york. At the annual meeting, the members shall appoint a secretary of the members, elect new members of the board of directors, and ratify actions taken by the board of directors. The members will also have the reserved powers explained in schedule o disclosure for part vi, line 7b.”

“The following powers are reserved exclusively to the members and may not be exercised by any person or entity other than the members: - to determine the philosophy and the mission of marycrest manor; - to elect and to remove with or without cause the directors of the board of this corporation; - to amend, alter, or modify the articles of incorporation; - to approve amendments of these bylaws; - to approve the sale, lease, exchange or other disposition of all or substantially all of the assets of the corporation as may be proposed by the board of directors, and to change, add, delete, or otherwise attach any term or condition on or to the disposition, including the consideration, monetary or otherwise, to be received by the corporation; - to approve a resolution adopted by the board of directors proposing to acquire, purchase, sell, lease, transfer or encumber property, or to construct or undertake the destruction of buildings, owned or to be owned by the corporation or in which the corporation has or will have equitable or legal title; - to approve a plan of merger or consolidation adopted by the board of directors; - to approve a resolution adopted by the board of directors proposing that the corporation be dissolved and that a plan of distribution of the assets be implemented conforming with the articles of incorporation, these bylaws, all applicable provisions of the internal revenue code as amended, and applicable michigan law; - to approve any borrowing or other financial obligation not contained in the capital or operating budgets of the corporation; - to approve any increment, addition, or other changes to the capital debt of the corporation and/or to negotiate, renegotiate, modify, or otherwise change the existing capital debt obligations of the corporation; - to require a certified audit or review of corporate funds at any time and to appoint the fiscal auditor of the corporation annually; - to appoint or remove the president of the corporation known as the administrator of marycrest manor and to approve the appointment of the vice-president, secretary and treasurer of the corporation; - to determine the distribution of bequests to the corporation, or any predecessor or successor entity or corporation.”

“A copy of the 990 filing as prepared by plante & moran based on information compiled by marycrest management is provided to the finance committee for their review prior to filing the return with the irs.”

“These documents are not currently available to the public.”

“Equity transfer to member organization -500,000.”