Vincentian Collaborative System Charitable Foundation

“Vincentian collaborative system (vcs) performs management duties on behalf of vincentian collaborative system charitable foundation.”

“The members of the organization are "those persons who serve from time to time as the directors of vincentian collaborative system, a pennsylvania nonprofit corporation ("vcs")."”

“The members of the organization are "those persons who serve from time to time as the directors of vincentian collaborative system, a pennsylvania nonprofit corporation ("vcs")" as such, the directors of vcs shall be entitled to all rights and powers of the members under pennsylvania law and these bylaws of the organization.”

“Vincentian collaborative system charitable foundation maintains bylaws which provide that the members of the organization, described as "those persons who serve from time to time as the directors of vincentian collaborative system, a pennsylvania nonprofit corporation ("vcs")" have reserved powers over the organization. Those reserved powers are as follows: 1. Approval of the statement of philosophy of the organization; 2. Approval of the statement of mission and goals of the organization; 3. Adoption, amendment or repeal of the articles of incorporation and bylaws of the organization; 4. Election and removal of directors, the chairperson of the board of directors; 5. Approval of the appointment of the administrator; 6. Approval of the following transactions by the organization: a. Incurrence of long-term debt; b. Purchase, sale, lease, disposition, encumbrance, or other transfer of any interest in or to any real or personal property; c. Donation of assets or other transfer of assets for less than their fair market value to entities not owned, sponsored, or controlled by the organization d. Spending policies of the organization; 7. Approval of participation, investment,involvement or ownership in new ventures or entities, including the investment of money or other consideration or participation as a stockholder, member of otherwise in corporations, partnerships, joint ventures, associations or other nonprofit or business organizations or entities by the organization; 8. Approval of passive investments for inclusion in the investment portfolios, such as private equity funds, by the organization in excess of 10% of the value of the net assets of the organization. 9. Approval of the merger, consolidation, dissolution or liquidation of the organization, and the establishment, merger, consolidation, dissoluation, or liquidation of any affiliates; 10. Ratification of the strategic plan of the organization; 11. Ratification of the operating and capital budgets of the organization.”

“The form 990 is reviewed by the audit & compliance committee of the board of directors, the chief executive officer and chief financial officer and the vice president of development. A complete copy of the form 990 was provided to the organization's officers and directors prior to filing with the internal revenue service.”

“A copy of the conflict of interest policy is provided to each director and officer along with a disclosure statement. Each director or officer is required to complete and return the disclosure statement in a timely manner. The corporate compliance officer reviews the disclosure statements for potential conflicts. Reported potential conflicts are reviewed with the chairperson of the board of directors, the administrator and legal counsel. Additional investigation is completed by either the board chairperson or the corporate compliance officer at the direction of the board chairperson. Potential conflicts are then reviewed with the parent organization, vincentian collaborative system (vcs), audit & compliance committee which is a committe of the vcs board of directors. Potential conflicts are reviewed by the vincentian charitable foundation board of directors outside of the presence of the director or officer involved.”

“The purpose of the compensation and benefits committee of the board of directors of vincentian collaborative system (vcs) is to oversee executive compensation and benefits plans for the organizations president/ceo, and to establish and oversee compensation practices, ranges and benefit plans for all of the organization (including senior management). The annual process to evaluate and set compensation includes: - a review of the current compensation for the president/ceo - a review of any new legislation that may have an affect on such compensation.(such information is presented by experienced external experts) - a review and evaluation of appropriate competitive market information and any other such information that the committee deems appropriate. - the establishment of the compensation package (salary, incentive(s) and benefits) for president/ceo - the establishment of compensation practices, including external references for ranges, and benefits for the organization (including senior management) - the recommendation of the president/ceo's compensation package as well as the practices for management to set the rest of the organizations compensation and benefits is made to the executive committee of the board of directors of vcs for consideration. The executive committee shall take this information into consideration, along with other factors including budgetary considerations and individual performance, in determining and approving the recommendation of the committee.”

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

“Distribution to affiliates -146,800.”