Page 36 - 2025 Brethren Home Position Statement

The Brethren Home Foundation Bylaws
Page 7

(c) Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a
Director or any failure to take any action shall be presumed to be in the best interests of
the Corporation.

ARTICLE X - CONFLICTS OF INTEREST

Section 1. At the organizational meeting each director shall disclose to the Board of
Directors each business, professional or personal interest which may, in the opinion of that director, or in
the opinion of others, influence the judgment of that director with respect to the affairs of the Corporation.
A record of such conflict of interest shall be preserved in the minutes of that meeting. That director shall
during the remainder of that year abstain from voting on any issue relating to matters so disclosed and,
unless otherwise noted in the minutes of a subsequent meeting, that director shall be presumed to have so
abstained.

Section 2. No contract or transaction between the Corporation and one or more of the directors
or officers of the Corporation or The Brethren Home Community, or any of its affiliated corporations (the
“Brethren Affiliates”) or parents, children or siblings of such directors or officers, or the Corporation and
any corporation, partnership, association, or other organization in which one or more of the directors or
officers of the Corporation or the Brethren Affiliates, or parents, children or siblings of such directors or
officers, have a financial interest shall be authorized by the Corporation unless it is approved in accordance
with the policy established, (or to be established) by the Board of Directors entitled, “Transactions With
Interested Directors or Officers”.

ARTICLE XI REMOVAL OF DIRECTORS

Section 1. The Executive Committee shall review any allegations related to a Director’s conduct
brought before it, and, after an investigation of the allegation which may or may not include an interview
with the Director at issue, may make a recommendation to the Board of Directors that the Director should
be removed. Thereafter the Board of Directors may take action, in accordance with Article IV, Section 6 of
these Bylaws, on such recommendation at a regularly scheduled Board meeting or at a special meeting
called for such purpose.

Section 2. Any Director whose conduct is called into question who is a member of the Executive
Committee is also shall not attend or participate in any Executive Committee meeting or investigation
involving said Director.
Section 3. Any Director who is subject to removal by the Board of Directors shall not attend any
portion of any Board meeting where said Director’s removal is to be deliberated and/or voted upon. The
Board, at its sole and option and discretion, may or may not allow the Director up for removal to make a
statement before the Board prior the formal vote on removal.

ARTICLE XII - AMENDMENTS

Section 1. The Bylaws may be amended, alerted, restated or otherwise revised by the Board of
Directors by a vote of two-thirds (2/3) of a duly constituted quorum of the Directors. Any notice of meeting
of the Directors at which a proposed amendment to these Bylaws is to be considered shall include a copy
of the proposed amendment or a summary of the changes to be effected thereby.

REVISED: June 1997
REVIEWED: January 1999
REVIEWED: March 2000
REVIEWED: April 2006
REVIEWED: January 2010
REVIEWED: February 2011
REVIEWED: January 2012
REVISED: August 2013
REVISED: February 2016
REVISED: January 2018
REVISED: May 2019
REVISED: June 2019
REVISED: August 2021