The Catherine Mcauley Center Inc.

“The executive committee, comprised of the board officers including the president, president elect, past president, treasurer, secretary and sisters of mercy representative, has all the powers of the full board of directors, except that it may not reverse an action of the board of directors. The executive committee must include at minimum one sister of mercy representative, if no officer of the board is a sisters of mercy representative an additional sisters of mercy representative shall be added to the executive committee in addition to the officers.”

“The members consist of the leadership team of the sisters of mercy west midwest community (or its successor in interest).”

“The members have the right to approve all nominees for the board and act with the board to remove any one or more of the directors.”

“The members have the right to approve the following: a. Approve changes in the mission, purpose, philosophy of the corporation or a change to the general structure of the corporation as a voluntary non-profit corporation for education and housing. This reserved power is intended to insure fidelity to the teachings of the catholic church and fidelity to the mercy charism, core values and tradition of mercy. B. Approve amendments to the articles of incorporation and to the bylaws of the corporation. C. Dissolve or terminate the existence of the corporation and determine the distribution of assets upon such dissolution or termination in accordance with the articles of incorporation and after consultation with the board. D. Approve the sale of all, or substantially all, of the corporation's assets. E. Approve all nominees for the board and act with the board to remove any one or more of the directors. F. Approve or deny the recommendation of the board of the appointment or removal of the executive director of the corporation. G. Approve the annual operating and capital budgets of the corporation. H. Approve capital expenditures in excess of $1 million. I. Receive the annual audit. J. Initiate the required process for canonical approval of the sale or dissolution of assets in excess of the amount specified from time to time by the competent authority of the roman catholic church.”

“The form 990 is prepared by an independent accounting firm. Once prepared, a draft is provided to the finance committee for their review. After their review, the entire board will be provided a current draft to review prior to the return being filed.”

“The conflict of interest policy applies to all employees and board members. Board members are required to disclose any conflicts when joining the board and then disclose any if they arise while serving on the board. Annual disclosure forms are provided by board members. If a conflict is identified, the disclosure form will be completed and directed to the president of the board of directors. All disclosures required under this policy must be directed in writing to the president of the board who together with the executive committee shall be responsible for the administration of this policy. Matters under this policy concerning board or committee members shall be reported initially to the president of the board for appropriate action. Information disclosed to the president shall be held in confidence except when the best interest of the institution would be served by disclosing the information to board in executive session. Board members, officers or committee members who have declared or been found to have a conflict of interest in any matter before the administration or the board shall refrain from participating in consideration of the proposed transaction, unless for special reasons the board or administration requests information or interpretation from the person or persons involved. The person or persons involved should not vote on such matters and should not be present at the time of vote. Any board member, officer or committee member who is uncertain about a possible conflict of interest in any matter, may request the board to determine whether a possible conflict prevails; the board shall resolve the question by majority vote. When possible, the question of potential conflict should be referred to counsel for an opinion prior to the board's vote.”

“The executive committee, led by the board president, recommends the executive director's compensation following a review process and comparison of comparable non-profit executive director salaries in the area. The hr committee is consulted for agreement. The decision is documented in a letter signed by the board president from the executive committee. This process was last completed in 2018. Form 990, part vi, section b, line 15b: other than the executive director there are no other employees that fit the irs definition of officer or key employee.”

“The organization makes its governing documents, conflict of interest policy and financial statements available upon request at the center.”

“No change from prior year.”