Kahl Home for the Aged and Infirm

“There shall be an "executive committee," which shall be a committee of the corporation and 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 member. 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 the by-laws, 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 members of the carmelite system, inc., include five members consisting of the prioress general and four members of the general council of the carmelite sisters for the aged and infirm, inc.”

“The sole corporate member, the carmelite system, inc., retains the right to appoint or remove members of the board of directors.”

“The members of the organization reserve the following management powers: a) to approve and interpret the corporation's purposes, mission, philosophy and values and to require that the corporation operates in conformance with same; b) to approve and amend the certificate of incorporation and by-laws of the corporation c) to approve any plan of merger, consolidation, or reorganization of the corporation; d) to approve any plan of dissolution of the corporation and the distribution of the assets of the corporation upon dissolution; e) to approve the establishment, merger, consolidation, reorganization, or dissolution of any organizational relationship of the corporation, including subsidiary corporations, partnerships, join ventures, and like relationships; f) to appoint and remove, with or without cause, the directors of the corporation; g) to appoint and remove, with or without cause, the president/chief executive officer of the corporation; h) to appoint and remove, with or without cause, the vice-president of mission of the corporation; i) to ratify any debt of the corporation in excess of an amount to be fixed from time to time by the members, except for any debt necessary to finance the cost of compliance with operational or physical plant standards required by applicable law; j) to ratify the sale, acquisition, lease, transfer, mortgage, pledge or other alienation of real or personal property of the corporation in excess of an amount to be fixed from time to time by the members; k) to ratify settlements of claims and litigation when such claims or settlements exceeds applicable insurance coverage or the amount of any applicable self-insurance fund; l) to appoint fiscal auditors, upon the recommendation of the audit committee; and m) to appoint legal counsel”

“The finance committee reports to the board of directors regarding the review of the form 990. A complete copy of the form 990 is provided to the board prior to filing with the irs.”

“The conflict of interest disclosure 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 individuals is required to disclose in writing the nature of such external interests. The disclosure statement is provided to the chair of the board for review.”

“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 a covered individual based on relevant data including comparability of compensation for similarly situate entities and compensation surveys complied by independent firms as required.”

“The organization's governing documents, conflict of interest policy, and financial statements are made available to the public upon request. The organization's form 990 is also available to the public on guidestar's website.”

“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 an 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.”