Nazareth House Housing Development Fund Corporation

“Management Services include property management and supervision.The Organization purchases management services from Nazareth Housing, Inc., a related party. These fees are chargeable at a rate based on 8.5% of projected annual gross income plus superintendent costs. Management fees totaling $18,952 paid during fiscal year 2017. refer to Part VII for individuals who are compensated by the management company. Management Services include property management and supervision.”

“The by-laws were amended on december 28, 2016. The amendment included adding a controling sole member, nazareth housing, inc., to the hdfc.”

“The sole member of the Corporation shall be Nazareth Housing, Inc.”

“The directors shall be elected for any number of three (3) year terms at the annual meeting of the sole member by the vote of the sole member, and each director shall continue in office until his or her successor shall have been elected and shall have qualified, or until his or her death, resignation, or removal.”

“The by-laws may be amended or repealed by the affirmative vote of the majority of the entire Board at any meeting of the Board or by the affirmative vote of the sole member of the Corporation.”

“there are no committees with the authority to act on behalf of the governing body.”

“The Draft Form 990 is sent electronically to the Board of the HDFC by the Executive Director for review prior to finalization and submission to the IRS. The Board meets to discuss any questions, modifications, or changes from prior years. The Board votes to approve the Form 990 before it is filed with the IRS.”

“Any Related Party shall disclose in good faith all material facts of his or her Financial Interest to the Board. All transactions, agreements or any other arrangements between the Corporation and a Related Party, and any other transactions which may involve a potential conflict of interest, shall be reviewed by the Independent Directors of the Board. All Related Parties with a Financial Interest shall leave the room in which such deliberations are conducted. The Independent Directors of the Board will then determine whether the contemplated Related Party Transaction is fair, reasonable, and in the best interests of the Corporation at the time of such determination. The Corporation will not enter into any Related Party Transaction unless it is determined to be fair, reasonable and in the best interest of the Corporation at the time of such determination. The Board or shall, after considering alternate transactions and/or comparability data, determine in good faith by vote the Independent Directors of the Board whether the transaction or arrangement is fair, reasonable, and in the best interest of the Corporation at the time of such decision. The transaction shall be approved by not less than a majority vote of the Independent Directors or Committee members present at the meeting. In conformity with the above criteria, the Board shall make its decision as to whether to enter into the transaction or arrangement and shall document the meeting contemporaneously under Article 6 of this Policy. All Related Parties with a Financial Interest must not be present for deliberations and voting on the transaction or arrangement in which he or she has a Financial Interest. However, Related Parties are not prohibited from providing information regarding the transaction to the Board prior to the Board's deliberations. Only Independent Directors of the Board shall vote on Related Party Transactions. No Director or Officer shall vote, act, or attempt to influence improperly the deliberations on any matter in which he or she has been determined by the Board to have a Financial Interest. Any attempt to vote, act, or improperly influence deliberations by a Related Party on any matter with which such person has a Financial Interest may be grounds for removal from the Board or termination from the Corporation. A voting member of the Board of Directors or an Officer who receives compensation directly or indirectly from the Corporation for services or a Director serving as a voting member of any Committee whose jurisdiction includes compensation matters is precluded from voting or acting on matters pertaining to that Director's or Officer's compensation. Prior to a Director's initial election to the Board, or an Officer or Key Employee's employment at the Corporation, and thereafter on an annual basis, all Directors, Officers, and Key Employees shall disclose in writing to the Secretary of the Corporation: (i) Any entity of which such person or a Relative of such person is an officer, director, trustee, member, owner, or employee and with which the Corporation has a relationship, (ii) Any Financial Interest such person may have in any corporation, organization, partnership or other entity which provides professional or other goods or services to Corporation for a fee or other compensation, and (iii) Any position or other material relationship such Director, Officer, Key Employee, or Relative of such person, may have with any not-for-profit corporation with which the Corporation has a business relationship. A copy of each disclosure statement shall be kept in Corporation's files and made available to any Director, Officer, or Key Employee upon request. Each Director, Officer, and Key Employee shall annually sign and submit to the Secretary of the Corporation a statement which affirms such person: (a) has received a copy of this Policy, (b) has read and understands the Policy, and (c) has agreed to comply with the Policy.”

“The Organization makes its form 990 available for public inspection as required under section 6104 of the Internal Revenue Code. The return is posted on guidestar.org and other similar types of websites. In addition, the financial statements, conflict of interest policy, articles of incorporation and by-laws are also available upon written request at 519 EAST 11TH STREET, NEW YORK, NY 10009...or by calling the organization directly at (212)777-1010.”