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to protect both the Foundation and SOPA from potential legal exposure arising from the activities
of each organization; and
WHEREAS, in furtherance of the above, the Foundation believes it is in the mutual interests of
the Foundation and SOPA to rearticulate and clarify their relationship as proposed in the Statement
of Covenant Relationship attached hereto as Exhibit “B” (the “Statement”), which will preserve
the long-standing relationship of mutual cooperation, respect and purpose between the District and
the Foundation while enabling the Foundation to become an independent nonprofit corporation
and to restructure its legal relationship with its affiliate, The Brethren Home Community, a
Pennsylvania nonprofit corporation (the “Community”), by forming a new parent entity, thus
enabling the Foundation and the Community to further and better serve their charitable purposes
and missions; and
WHEREAS, the Foundation has expressed its commitment to the Statement in order to enhance
the lives and holistic growth of the older persons it serves, in keeping with the teachings and
traditions of SOPA and the Church.
NOW, THEREFORE, BE IT RESOLVED that SOPA, by and through its Members, who are
represented in turn by each Member’s delegate, hereby approve the amendments to the
Foundation’s Articles as reflected in Exhibit “A” to allow the Foundation to become an
independent corporation no longer directly controlled by the Members; and
BE IT FURTHER RESOLVED, the Members approve amending SOPA’s Amended and
Restated Bylaws such that the Foundation shall no longer be a Mission Agency directly affiliated
with the District and the Foundation shall no longer be subject to those duties and responsibilities
owed to the District and a Mission Agency; and
BE IT FURTHER RESOLVED, the District, hereby approves and adopts the Statement, which
sets forth the elements of an enduring partnership and voluntary relationship important to each
organization, and commits to the Statement as a continued opportunity to have a positive influence
in the lives of older adults by fostering core Church values to those persons; and
BE IT FURTHER RESOLVED that these Resolutions shall take effect as of January 1, 2026.
RESOLVED this 19th day of September, 2025.
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