Eben Ezer Lutheran Housing Center

“By resolution adopted by the board, the board may designate from among its members an executive committee and one or more other committees, and appoint two or more members of the board to serve on them. To the extent provided in the resolution, each committee shall have all the authority of the board, except that no committee shall have the authority to (i) authorize distributions; (ii) elect, appoint or remove a director or officer or fill vacancies on the board or any committee thereof or for the confirmation of any member to a committee; (iii) amend the articles of incorporation; (iv) adopt, amend or repeal these bylaws; (v) approve a plan of merger or consolidation; (vi) authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of eelhc; (vii) adopt a plan for the distribution of assets of eelhc or for dissolution; or (viii) amend, alter, or repeal or take any action inconsistent with any resolution or action of the board.”

“The form 990 is prepared by the independent cpa firm with information provided by mangement. When preparation is completed and a draft is available the audit committee reviews the form 990 in detail before it is filed and approves the filing of the return. The board of directors then is provided with a copy of the form 990.”

“Tabors board of directors is made up of the care centers board. The organization has a written conflict of interest policy that applies to board members. Every year members are asked if there has been a change in their independence with the organization. Contracts and other transactions which may involve a direct or indirect conflict of interest between the board member and eben ezer shall be valid, binding and enforceable and shall not be voidable by eben ezer if (1) the material facts of the interest are fully disclosed in advance to the board of directors of eben ezer, and (2) after ascertainment in good faith of the fairness of the transaction, even though the number of disinterested board members may be less than a quorum. A board member with a conflict should not only refrain from voting but should also be excused, if possible, from any board discussion involving the proposed transaction. Moreover, that board member should not participate in negotiating the terms of the proposed transaction. Any conflicts are documented within the minutes.”

“Available upon request from the public.”

“The process for oversight and selection of the independent accountant, by the audit committee, has not changed from the prior year.”