Page 32 - 2025 Brethren Home Position Statement

The Brethren Home Foundation Bylaws
Page 3

Section 1. Regular monthly meetings of the Board of Directors shall be held at such place and
time as shall be determined by the Board of Directors. No written or further notice of regular stated meetings
shall be required to be given. Monthly meetings may be waived.
Section 2. Special meetings may be convened by written request of either the Chair or three (3)
members of the Board of Directors and may be convened by the Secretary on ninety-six (96) hours’ oral or
written notice.

Section 3. A majority of the members of the Board of Directors shall constitute a quorum of the
Board.
Section 4. Any action required or permitted at any meeting of the directors may be taken without
a meeting, without prior notice, and without a vote if all of the directors entitled to vote thereon consent
thereto in writing. Said written consent shall be filed with or entered upon the records of the Corporation
and shall have the same effect as a vote for all purposes.

Section 5. One or more directors may participate in a properly called meeting of the Board or of
a committee of the Board by means of conference telephone or other type of communications equipment
by means of which all persons participating in the meeting can hear each other, and all directors so
participating shall be deemed present at the meeting.

Section 6. The following actions shall require the affirmative vote of at least two-thirds (2/3) of a
duly constituted quorum of Directors: (a) any liquidation, dissolution or sale of all or substantially all of the
assets of the Corporation, (b) any amendment or revisions to these Bylaws, (c) any merger, consolidation
or acquisition, (d) the purchase or sale of any real property of the Corporation, or (e) the removal of Directors
or officers.

ARTICLE V - COMMITTEES

Section 1. The committees of the Board of Directors shall be standing and special committees.
The standing committees shall be the Executive Committee, the Governance Committee, the
Program/Finance Committee, the Vision & Strategy Committee, and the Investment Committee. Special
committees shall be appointed by the Chair on an ad hoc basis from time to time as needed. The President
shall serve as an ex officio member of all committees except for the Executive Committee.

Section 2. The Executive Committee shall consist of the Chair, Vice Chair, Secretary, Treasurer,
and Assistant Secretary/Treasurer; the Vice Chair of the Corporation shall be Chair of the Executive
Committee. All meetings of the Executive Committee shall be called by the Vice Chair on written or oral
notice given at least twenty-four (24) hours prior to the meeting. The Executive Committee shall have
power to deal with emergency matters during the interim between regular meetings of the Board of
Directors; it may evaluate the operations of the Corporation, serve as counselor to the President and review
annually the relationship of the President to the Board, and may review the annual report of the Corporation
. All actions taken by the Executive Committee shall be reported to the next regular meeting of the Board
of Directors for ratification or rejection, unless such action was previously authorized by resolution of the
Board of Directors.

ARTICLE VI - VOLUNTEER AUXILIARY ORGANIZATION

Section 1. The Board shall encourage and foster the continued existence of a volunteer group
known as The Brethren Home Auxiliary or known by such other name(s) by which said volunteer group
may be denominated in the future, to aid and assist in the operation of The Brethren Home Community
through contributions of money and services. The Board of Directors shall make available to said Auxiliary
such facilities and services as the Auxiliary may need for the performance of its functions as determined by
the Board of Directors. The Auxiliary shall function as a special committee of the Board under its separate
Bylaws; provided, however, that the President of the Corporation shall be an ex officio member of the Board
of Directors of the Auxiliary.