Clement Manor Inc

“On April 1, 2024, Franciscan Sisters of Christian Charity Sponsored Ministries, Inc. acquired Clement Manor from the School Sisters of St. Francis and became the sole member of Clement Manor. Concurrently, sponsorship of Clement Manor transferred from the School Sisters of St. Francis to Holy Family Convent of the Franciscan Sisters of Christian Charity. Clement Manor's bylaws were amended to acknowledge new reserved powers, fiscal year end, and dissolution provisions.”

“Franciscan Sisters of Christian Charity Sponsored Ministries, Inc is the sole member of Clement Manor.”

“The Clement Manor board of directors recommends new and returning board members to its sole member, Franciscan Sisters of Christian Charity Sponsored Ministries, for approval.”

“The following transactions shall be authorized only by vote of the member of the corporation, which vote shall be taken only after considering the advice of the board of directors of cllement manor,inc. Any action taken by the member on any of these matters shall be immediately communicated to the board of directors of clement manor inc. A) approval of purchase, mortgage or sale of real estate or lease of real estate by or to the corporation for which it was and is formed and exists. B) approval of borrowing outside the limits established by the member resolution. C) approval of purchase, mortgage or sale of real estate or lease of real estate by or to the corporation for longer than one year. D) requirement of a certified audit of corporate funds at any time and approval of the fiscal auditor of the corporation annually. E) approval of all insurance carriers and insurance coverage for the corporation. F) review and approval of capital and operation budgets. G) appointment, evaluation or discharge of the president/ceo of clement manor, inc. H) appointment and removal of members of the board of directors. I) approval of the creation and dissolution of the corporation or any subsidiary corporations, as well as approval of any merger, consolidation, affiliation, joint venture or other form of corporate reorganization of the corporation or any subsidiary of which this corporation is a member of controlling shareholder. J) amendment of articles of incorporation and by laws of the corporation. K) implementation of appointment, salary negotiation and reassignment process for franciscan sister personnel within the corporation. M) the powers stated above and all other powers not delegated in these by laws are reserved to the members, but the member does hereby delegate to the board of directors the authority to operate the corporation as set forth in article iii, section 8 of these by laws.”

“The Form 990 is reviewed and by the CEO and CFO and then provided to the board of directors electronically within 30 days of filing with the IRS.”

“Each officer and certain associates and volunteers are required to sign an annual conflict of interest disclosures related to the potential conflict. The president renders a decision regarding what action is prohibited or allowed relative to the conflict of interest. Disclosures and decisions ar reported to the board of directors”

“The ceo's compensation is determined by the executive committee of the board of directors and the president of sponsored ministries. It is based in part on the ceo's performance and attainment of goals set forth for him/her. Comparability data from leading age wisconsin is used with specific comparisons made to organizations three different ways: with similar size, similar annual revenue and similar geographic location. The executive committee of the board meets in closed session to determine annual ceo compensation and memorializes the deliberation and discussion in writing in the form of a letter to the ceo. The ceo's salary has been reviewed and approved by the sponsored ministries, board of directors, who are independent of spes. The salaries of the spes executive team members are determined based on comparability data from leading age wisconsin, with specific comparisons made to organizations three different ways: with similar performance, with increases being given based on merit and achievement of expected performance. The ceo of the organization and director of human resources determine final compensation amounts. Key employee salaries are also disclosed to and reviewed by the board of directors. Salary decisions are documented via performance evaluation and letters to employees that announce their new salaries.”

“The organization will make its governing documents, conflict of interest policy, and financial statements available upon request.”

“Due to the acquisition of Clement Manor by its new member on April 1, 2024 the balance sheet was reset to current fair market value.”