Chicago Sinai Congregation Foundation

“The initial board of directors shall be composed of three (3) directors. The acting president of chicago sinai congregation shall be one of the directors of the initial board of directors and each subsequent board of directors, and all other directors of the corporation shall be designated by the board of trustees of chicago sinai congregation. The number of directors may be fixed or changed from time to time, within the minimum of three (3) and maximum of seven (7), as determined by the board of directors, but in all events a majority of the board of directors shall be individuals who are not disqualified persons,as that term is defined in code section 4946, with respect to the corporation. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. Except as provided below, the term for each director on the initial board of directors shall end on june 1, 2022 or until his or her successor shall have been elected and qualified, and thereafter each director shall hold office for a term of two (2) years or until his or her successor shall have been elected and qualified. A director need not be a resident of illinois or a citizen of the united states to hold the position of director, but must be a member in good standing of chicago sinai congregation.”

“Form 990 shall be made available to the organization's governing body and reviewed by the board of directors and approved by one or more officers of the corporation prior to filing.”

“Per article vi of the chicago sinai congregation foundation: interested directors or officers, except as provided in sections 3 and 4 of this article, no contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the interested director or officer is present at or participates in the meeting of the board of directors or a committee thereof if: (a) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors and the board of directors in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors may be less than a quorum; (b) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors; and (c) in the case of a compensation arrangement with a director or officer, there is unanimous consent as to the arrangement by the disinterested directors. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee thereof which authorizes the contract or transaction, but may not be counted when the board of directors takes action on the contract or transaction. Burden of proof. In a proceeding contesting the validity of a contract or transaction described in section 1 of this article, the person asserting validity has the burden of proving fairness unless the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board of directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum. Void contracts and transactions. Notwithstanding any provision herein to the contrary, any contract or transaction between or among the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, which is an act of self-dealing between a disqualified person and a private foundation under section 4941 of the code shall be void and beyond the authority of the corporation, the board of directors, and its officers to agree or consent to. Prohibition on loans to directors and officers. No loans shall be made by the corporation to its directors or officers. Any director who assents to or participate in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof.”

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