Clement Manor Inc

“The corporation is a sponsored ministry of the school sisters of st francis of st joseph's convent, milwaukee, wisconsin, inc us province (sssf u.s. Province). The elected leaders of the sssf u.s. Province and its treasurer serve as corporate members and exercise control of this subsidiary corporation.”

“The current board members recruit, elect, and vote for new board members and the final vote is from the school sisters of st francis.”

“The board does make some decisions without approval, however, certain items require final approval by the school sisters of st francis (sssf). The sssf have the power to safeguard the purposes of the corporation and to annually meet with the board of directors and review the function of the board and the operations of the corporation in accord with the sssf philosophy, values and heritage. To appoint members to the board of directors. To safeguard all activities in accordance with the ethical and religious directives for catholic health services as promulgated by the national conference of catholic bishops. To approve the statements of philosophy and mission of the corporation. To amend, restate, or modify the articles of incorporation and the bylaws of the corporation. To approve the bylaws of all organizations under the auspices of the corporation. To appoint and terminate the ceo of the corporation, as recommended by the board of directors. To approve capital and operating budgets for the corporation. To approve any contract undertaken with a management firm for general administration services or full operation of the corporation. To approve the auditing firm required for institutions sponsored by sssf. To approve all major (over $250,000) debt obligation incurred by the corporation. To approve all major fund drives and the establishment of endowments to hold exclusive authority for the dissolution, sale pledge, transfer or other disposition of the assets of the corporation or its merger with another corporation. To appoint one sssf to serve on any ceo selection committee.”

“Once clement manor receives the completed form 990, they send a copy to the executive committee of their board of directors. It is then discussed and approved at a board meeting.”

“Clement manor has all officers, directors, trustees, and key employees sign the conflict of interest statements annually, disclosing all conflicts of interest. Conflict of interest policy: directors, officers, agents, employees and volunteers shall not divulge or communicate to any person(s) any confidential information of any kind concerning any matters affecting or relating to the business of clement manor and its participating organizations. If one is not sure if information is confidential, such person should request a determination by the board, the chairperson of the board or the president, ceo or administrator. Transactions involving conflicts of interest include but are not limited to: 1. The sale, purchase, lease or rental of any property or other asset, 2. Employment or rendition of services, personal or otherwise, 3. The award of any grant, contract, or subcontract, or 4. The investment or deposit of any funds of the corporation. This prohibition shall not, however, prevent the disclosure of confidential information to an officer or director or an organization that controls clement manor. Conflict of interest procedures: 1. Every director, officer, and employee is familiarized with the confidentiality policy during their orientation period or prior to assuming their duties or terms of office, 2. Whenever a director, officer, or employee feels that a conflict of interest situation is or may be involved, the facts are to be promptly disclosed a) in the case of an employee the facts should be known to the chief executive officer, b) in the case of a director the facts should be known to the president of the board of directors. Thereafter the director shall refrain from discussing or voting on the particular transaction in which he has an interest or otherwise attempting to exert any influence on the corporation, its board of directors, or its committees, to affect its decision to participate in such transaction. The minutes of the meeting shall reflect that a disclosure was made, and the abstention from discussion and voting on the particular transaction.”

“The ceo, cfo and other key management staff review all employees' wages and the board compensation committee reviews the ceo's salary without conflict of interest. Clement manor has established wage ranges for every position. Every year, they compare the job ranges to a wage survey that leading age puts together. Clement manor's goal is to remain around the 75th percentile of the survey. If they are below, the ceo, cfo, and other key management staff decide if they need to include an adjustment to the wage range. They then include the fiscal impact in the budget to be approved by the board of directors.”

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

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

“The finance committee of the board recommends the auditing firm for the corporation and any of its related entities to the board for approval. The boards forwards its approval and recommendation to the sssf corporate members for final approval. Both the board and sssf corporate members accept the audit report.”