Catholic Foundation of Oklahoma Inc

“The Executive Committee consists of five directors, all of whom must be members of the Roman Catholic Church, and consists of the Immediate Past President, President, and Vice President (provided such persons are also directors) plus two additional directors appointed by a majority vote of all of the directors with the approval of the Sole Member. The Executive Committee may meet at stated times or on notice to all of its members. During intervals between meetings of the Board of Directors, the Executive Committee may generally perform the duties and exercise the authority of the Board of Directors, except that the Executive Committee may not (a) adopt, amend, or repeal any provision of the Certificate of Incorporation or Bylaws, (b) fill Board vacancies, (c) change the membership of, or fill vacancies in, the Executive Committee, or (d) amend or repeal any resolution of the Board. The Executive Committee reports on its actions at the next meeting of the Board of Directors.”

“Most Reverend Paul Coakley, David Johnson, and Peter L. de Keratry have a business relationship.”

“The Archbishop of the Archdiocese of Oklahoma City is designated as the Sole Member of the Foundation. If the Archbishop is impeded (as determined by the Code of Canon Law) or if the office of Archbishop is vacant, then the person who, under the Code of Canon Law, stands in his place shall exercise all authority given to the Sole Member under these Bylaws until the Archbishop is no longer impeded or a successor Archbishop is appointed and takes possession of the Archdiocese. Membership in the Corporation is not transferable or assignable, except by succession to the religious office of the Archbishop.”

“The Archbishop of the Archdiocese of Oklahoma City, Sole Member of the Corporation, shall elect the individuals to serve as Directors of the Corporation at the annual meeting of the Board of Directors.”

“The following actions require written approval/ratification by the Sole Member of actions taken by the Board of Directors. (a) amendment or restatement of the Certificate of Incorporation or the Bylaws of the Corporation; (b) merger, consolidation, combination, or conversion of the Corporation with or into any other entity, enterprise, agency, or body; sale of all or substantially all of the assets of the Corporation; acquisition of the Corporation by any other entity or enterprise; or converting the Corporation into any other form of entity; (c) selection of independent auditors of the Corporation; (d) the appointment of new members of the Board of Directors of the Corporation; (e) the appointment of the Executive Director; (f) dissolution, liquidation, or termination of the business of the Corporation; (g) any change in the purposes of the Corporation; (h) any decision to file a voluntary petition under any law involving the adjudication of the Corporation as bankrupt or insolvent or taking any action with respect to the reorganization of the Corporation; (i) acquisition by purchase, lease or otherwise of any real property; (j) sale, conveyance, assignment, or other transfer of any real property; (k) transactions involving an amount, which in the sole determination of the Corporate Member exceeds canonical limits according to the norms of the Congregation for Clergy; (l) mortgaging, pledging or causing any other lien to be placed on any real property of the Corporation; (m) making of any capital improvements, alterations or changes in or to any property of the Corporation, except for such matters as may be provided for in the applicable annual budget; (n) institution, prosecution, settlement, compromise and dismissal of lawsuits or other judicial or administrative proceedings brought on behalf of, or against, or involving the Corporation, other than the institution and prosecution of lawsuits in the ordinary course of business; (o) any agreement, contract, understanding or other arrangement providing for any of the foregoing; and (p) additionally, the Sole Member, on his own initiative, with or without prior action by the Board of Directors, may remove any member of the Board of Directors of the Corporation for statements or actions inconsistent the "Board of Directors Commitment or for extraordinary reasons explained in writing to the Board member, such writing to constitute an irrebuttable presumption that the reason is extraordinary.”

“The Form 990 is reviewed by the Secretary/Treasurer and the Executive Director before it is filed. It is available for board member review upon request or at the next scheduled board meeting.”

“All board members are covered by the policy, the board determines the conflict initially but it may be escalated to the Archbishop if necessary. When a conflict has been determined the person with a conflict abstains from voting on the matter or resigns from the board if the conflict is ongoing.”

“Compensation for the Executive Director is determined by the Archbishop of the Archdiocese of Oklahoma City. The Accountant's compensation is determined on an annual basis by the Board of Directors using an annual evaluation and comparability data. There is contemporaneous substantiation of the deliberation and decision.”

“Documents made available upon request”

“Peter de Keratry, Executive Director, is compensated by the Archdiocese of Oklahoma City, an unrelated organization, for services to Catholic Foundation of Oklahoma. The Foundation does not prepare and submit his Form W-2.”

“Life Insurance Cash Value Change 223,650. Change in Annuities Valuation 37,825.”