The Good Shepherd Gracenter

“Corporate members of the Congregation of Our Lady of the Charity of the Good Shepard, Province of Mid-North America have the power to elect the organization's Board of Directors.”

“Corporate members have the authority to:-Determine and maintain the philosophy and the mission of the organization;-To elect or remove officers and directors of the organization;-To amend, modify or repeal the articles of incorporation and the bylaws;-To acquire, purchase, sell, lease, transfer or encomber the real property of the organization;- To construct or demolish buildings owned by the organization;- To terminate, merge, consolidate, affiliate, divide, or separate programs from this organization and/or merge, consolidate, or affiliate this organization or any of its programs with any other organization;- To dissolve the organization and determine the distribution of the organization's assets upon dissolution;- To approve any borrowing or other financial obligation not contained in the capital or operating budget;- To grant prior approval to any increment or addition to the capital debt and/or to renegotiate, modify, or otherwise change the existing capital debt obligation of this organization;- To require a certified audit or review of the organization's funds at any time and to appoint the fiscal auditor annually;- To appoint or remove the CEO of the organiation; and- To establish endowment funds or restricted funds, to terminate or modify the terms of such funds, to cause assets of the organization to be deposited in such funds,and to make or cause to be made withdrawals from such funds.”

“The Executive Director and Board President review it before filing.”

“Annual Statements. Each director, principal officer and member of a committee with board of directors delegated powers shall annually sign a statement which affirms each person and received a copy of the conflict of interest policy, has read and understands the policy and has agreed to comply with the policy and understand Good Shepherd Gracenter is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Periodic Reviews. To ensure Good Shepherd Gracenter operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the follow subjects: whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arms length bargaining; whether partnerships, joint ventures and arrangements with management organizations conform to Good Shepherd Gracenter written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impressible private benefit or in an excess benefit transaction.”

“The Board reviewed comparable salaries for top management officials at similar not-for-profit organizations in the Bay Area in determining Sr. Marguerite's annual raise. Also, the Board reviewed Sr. Marguerite's annual performance review to determine the appropriate salary adjustment.”

“Governing documents and financial statements are not available to the public.”