Maryfield Inc

“The board may have an executive committee of the board of directors which shall consist of the chairperson of the board of directors, the chief executive officer, the president and at least two (2) other directors as designated by the chairperson of the board of directors. The executive committee shall have the power to transact all regular business of the corporation during the interim between meetings of the board of directors, provided that any action taken by the executive committee shall not conflict with the articles of incorporation, these by-laws or the policies of the board of directors and members. The executive committee shall report all matters acted upon to the board of directors at its next meeting.”

“The number of members shall be unlimited but there shall not be less than three members. All members of the religious order "poor servants of the mother of god" who live in the maryfield community house or who render compensated or uncompensated serviced to maryfield shall be eligible to members of the corporation during the period of such residency or service. The superior general, the regional leadership team and the local leader shall automatically be members of the corporation. In addition, the superior general of the poor servants of the mother of god may at any time, and from time to time, appoint any other member(s) of such religious orders as member(s) of the corporation to server at the discretion of said superior general.”

“Members of the corporation have the power to elect members of the governing body.”

“The following powers are reserved exclusively to the members: a. To fix the number of directors serving on the board of directors; b. To appoint, in accordance with the provisions of article iv.3, all directors serving on the board of directors; c. To remove, with or without cause, after consultation with the board of directors, any member of the board of directors; d. To appoint, and if necessary, to remove, with or without cause, the chief executive officer of the corporation subject to the provisions of article v.3 e. To adopt, amend or repeal the philosophy, by-laws, mission and purposes of the corporation, for which it was formed. Subject to the provisions of article iv.1, the following decisions of the board of directors require the ratification of the members at a meeting of those present and voting, before they become effective: a. To sell, purchase, transfer, lease, encumber, or mortgage property in excess of the corporate limit set forth from time to time by resolution of the members; b. To contract debts in excess of $5,000,000 c. To dissolve the corporation; (see section x) d. To approve/reject any plan of merger, partnership or consolidation recommended by formal resolution of the board of directors. E. To appoint, and if necessary, to remove, with or without cause, the president of the corporation subject to the provisions of article v.3a f. To appoint the auditor and attorney of the corporation.”

“The form 990 was prepared by an indpendent accountant and reviewed by the finance committee prior to filing with the irs.”

“Board members, directors, and key employees are required to sign a conflict of interest statement annually. Board members are required to recuse themselves from voting when there is a potential conflict of interest.”

“The chairman of the board and a group of independent board members review the president's compensation. The president and the chairman of the board review the compensation of the organization's cfo. Each group uses comparability data from similar organizations to assess the reasonableness of compensation and any adjustments must be approved.”

“The organization makes its form 1023 and form 990 available upon request. The form 990 can also be accessed through guidestar.org, a non-profit website.”

“The organization makes its governing documents and financial statements available on the state of north carolina medical care commission website.”

“Net appreciation in beneficial interest of perpetual trust -7,690.”

“This process has not changed from the prior year.”

“The organization provides financial assistance to various residents in the form of services provided at reduced or no charge for those with financial need. The organization has calculated the cost of these services and reported on schedule i part iii. The expenses have not been included in part ix ln 2 and have been reported on their respective lines such as salaries and supplies.”