Page 30 - 2025 Brethren Home Position Statement

THE BRETHREN HOME FOUNDATION
Parent Corporation

AMENDED BYLAWS

ARTICLE I – MEMBERSHIP

Section 1. The Brethren Home Foundation (the “Corporation”) shall have no members.

ARTICLE II - BOARD OF DIRECTORS

Section 1. The affairs of this Corporation shall be managed by a Board of Directors of not more
than sixteen (16) directors. Included in this number shall be the President of the Corporation who shall
serve as a director, ex officio, with vote. Excluding the President of the Corporation, the balance of the
directors shall be elected by the directors then in office.

Section 2. The elected directors shall consist of three (3) classes with each class having five (5)
elected directors. Terms of the fifteen elected directors will be staggered in three (3) year terms for all
classes. The term of office of the directors shall begin at the first Board meeting of the Board following the
annual meeting.

Section 3. The directors shall be natural persons of full age. Except as otherwise provided in this
Section, no elected director shall be eligible for re-election after having served three (3) full three (3) year
terms until one (1) year has elapsed after the expiration of his/her last term of office. Under unusual
circumstances that have the potential to negatively affect the Corporation, the Board may elect a director
to serve an additional term for a maximum of two (2) years, provided that the Board first determines that
such an unusual circumstance exists and that the best interests of the Corporation will be served thereby.

Section 4. Directors, except the President (who shall be an employee of The Brethren Home
Community), shall serve without compensation; but they shall be reimbursed for expenses reasonably
incurred in the performance of their duties.

Section 5. In the event a vacancy occurs on the Board of Directors among the Directors elected
by the Board of Directors by reasons of death, resignation, removal or disqualification, the remaining
members of the Board of Directors shall elect a successor to serve for the balance of the unexpired term.
A Director may be removed by the Board at any time with or without cause in accordance with Article IV,
Section 6, and Article XI of these Bylaws. Failure to attend three (3) regularly scheduled consecutive
meetings and failing to notify the President or Chair of such intended absences will automatically disqualify
the Director and create a vacancy in his/her office; unless after consultation, such Director communicates
with the Board Chair the reasons for absences and such is acceptable to the Board.

Section 6. Any Director may resign at any time by giving written notice to the Chair or the
Secretary of the Corporation. Such resignation shall take effect on the date of the receipt of such notice or
at any later time specified therein, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

ARTICLE III – OFFICERS

Section 1. The officers shall be Chair, Vice Chair, Secretary, Treasurer, and Assistant Secretary-
Treasurer, all of whom shall be members of the Board of Directors. In addition to such officers, the
President of The Brethren Home Community shall be the President of the Corporation as long as he/she
continues to serve in the capacity of the President of The Brethren Home Community. The Board may
elect other officers, who may but do not have to be members of the Board of Directors, such as Vice
Presidents, and such other officers shall serve in such capacities as the Board may deem appropriate.