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Board of Directors Manual Index

1. Charter Documents

a. Article of Incorporation b. IRS Determination Letter

2. Organizational Overview

a. Mission/Vision/Values b. Organizational Overview c. Organizational Chart

3. Service Statistics

a. Annual Performance Statistics b. Client Evaluation Statistics c. Client Satisfaction Survey

4. Strategic Plan

a. 2023 Strategic Plan b. Strategic Plan Graphic

5. By-Laws

a. By-Laws (effective 7/1/19)

6. Board Information a. Application Form (in process) b. Board Member Responsibilities c. Board Committees & Task Forces d. Board Member Report Card (in process) e. Ethics Policy (in process) f. Conflict of Interest Policy

7. Financials/Insurance

a. Audit Report b. Organizational Budget c. MHAP Budget d. Annual Report e. Liability Insurance f. Directors & Officers Insurance g. Good Standing Certificate

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8. Mental Health Access Plan a. Policy (in process) b. Fee Schedule - Proposed (in process) c. Fee Schedule - Current d. Application (in process)

9. Fundraising

a. Fundraising Plan (in process) b. Special Event Info: Silent Samaritans Breakfast

10. Calendar of Meetings/Board Roster

Pocket Folder – Left

a. Welcome Letter

Pocket Folder- Right

a. General Info Brochure b. Older Adult & Family Counseling Services Brochure c. Child/Adolescent & Family Counseling Services brochure d. Mental Health Screening brochure

Our Mission: SamaraCare helps people achieve their greatest potential by being compassionate and spirit-led counselors, consultants and advocates.

OFFICE OF THE SECRETARY OF STATE JESSE WHITE • Secretary of State

JUNE 3, 2019 4985-081-6

FAXXON LEGAL INFORMATION SERVICES, INC. 901 SOUTH 2ND ST. SPRINGFIELD, IL 62704

RE SAMARITAN INTERFAITH COUNSELING CENTER, INC.

DEAR SIR OR MADAM:

ENCLOSED YOU WILL FIND ARTICLES OF MERGER REGARDING THE ABOVE CORP-ORATION.

THE FILING FEE HAS BEEN RECEIVED AND CREDITED.

SINCERELY,

JESSE WHITE SECRETARY OF STATE DEPARTMENT OF BUSINESS SERVICES CORPORATION DIVISION TELEPHONE (217) 782-6961

FORM NFP 111.25 (rev. Dec. 2003) ARTICLES OF MERGER OR CONSOLIDAT1ON General Not For Profit Corporation Act

Secretary of State Department of Business Services 501 S. Second St., Rm. 350 Springfield, IL 62756 Telephone (217) 782-6981 www.cyberdriveillinois.com

MAY 3 1 2019

JESSE WHITE SECRETARY OF STATE

Remit payment in the form of a check or money order payable to the Secretary of State.

File # Filing Fee: $25.00 Approved: Submit In duplicate 1Vpe or Print clearly in black Ink Do not write above this---

NOTE: Strike inapplicable word in items 1,3, 4 and 5.

merger 1. Names of the corporations proposing to eenselielate ,and the state or country of their incorporation are:

Name of Corporation State or Country of incorporation File Number

Samaritan Interfaith Counseling Center, Inc. Illinois 4985-081-6 t/ , Samaritan Counseling Center Illinois 5259-638-6 )St

The laws of the state or country under which each corporation is incorporated permit such merger or consolidation.

surviving The name of the ISM corporation: Samaritan Interfaith Counseling Center, Inc.

....7''and it shall be governed by the laws of: Illinois

merger The plan of the oeneekistien is as follows:

(If space is insufficient, attach additional pages size 8 112x 11.)

The SAMARITAN INTERFAITH COUNSELING CENTER, INC., an Illinois not-for-profit corporation, and the SAMARITAN COUNSELING CENTER, an Illinois not-for-profit corporation, shall be merged into a single corporaton in accordance with the provisons of the General Not For Profit Corporation Act.

The SAMARITAN INTERFAITH COUNSELING CENTER, INC. shall be the surviving corporation of the merger.

The merger shall be effective as of 12:01 a.m. on July 112019.

Licin- it,

Printed by authority of the State of Illinois. January 2015 — I C 227.8

MANNER

5. The plan of drrAtEr.iign was approved, (a) as to each corporation not incorporated in Illinois, in compliance with the laws of the state under which it is incorporated, and (b) as to each Illinois corporation, as follows:

(Please indicate the manner by which the plan was approved by inserting the comparable letter In the box following each corporate name.)

By the affirmative vote of a majority of the directors in office, at a meeting of the board of directors. (§ 111.15)

By written consent, signed by all the directors in office, in compliance with Section 108.45 of this Act. (§108.45 & § 111.15)

At a meeting of members by the affirmative vote of members having not less than the minimum number of votes necessary to adopt the plan, as provided by this Act, the articles of incorporation or the bylaws. (§111.20)

By written consent, signed by members having not less than the minimum number of votes necessary to adopt the plan, as provided by this Act, the articles of incorporation or the bylaws, in compliance with Section 107.10 of this Act. (§ 107.10 & § 111.20)

NAME OF ILLINOIS CORPORATION

/ Samaritan Interfaith Counseling Center, Inc.

./ Samaritan Counseling Center

^

Dated: Moiath D Year

(Any Aut filmes Sliinalun3)

1C-11,61 061)( rlype &Print Name and. rme

6. (Not applicable if surviving or new corporation is an Illinois corporation)

It is agreed that, upon and after the issuance of a certificate of merger or consolidation by the Secretary of State of the State of Illinois:

The surviving or new corporation may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is party to such merger or consolidation.

The Secretary of State of the State of Illinois shall be and hereby is irrevocably appointed as the agent of the surviving or new corporation to accept service of process in any such proceeding.

7. The undersigned corporations have caused these articles to be signed by their duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true. (AD signatures must be in ablakink.)

Dated: /

SAMARITAN INTERFAITH COUNSELING CENTER,INI (Exact NEMO of Corporation)

SAMARITAN COUNSELING CENTER onth Day Year (Exact Name of Corporation)

(AnyAuthorized bOfficers Signature

L,fb &at, "Lel citi (Type or Print Name and Title)

Dated:

Month Day Year

(Exact Name of Corporation)

(Any Authorized Officers Signature)

(Type or Print Name and Title)

Vision Nothing stands in the way of people getting the help they need to flourish.

Mission SamaraCare helps people achieve their greatest potential by being compassionate and spirit-led counselors, consultants and advocates.

Core Values SamaraCare was founded on Christian beliefs that continue to guide our attitudes and behaviors. Our core values reflect those beliefs and exemplify the ways in which we feel called to serve all people, regardless of age, gender, race, sexual orientation, religion, ethnic background or socioeconomic status.

Spiritual: We believe people are spiritual beings and when desired, we incorporate beliefs, choices and faith into our work.

Compassionate: We create non-judgmental, supportive and compassionate environments anywhere and everywhere.

Focused: We have made it our life’s work to see that people and organizations have the good health and strength they need to reach their greatest potential.

Striving: We will measure, evaluate, re-evaluate, and make adjustments whenever necessary to improve our services, strengthen our organization and create effective strategic partnerships.

Progressive: We will always seek new methods and techniques to let all our audiences know the importance of good mental and/or organizational health and to encourage everyone to get the care they need.

Generous: We believe in the importance and necessity of being giving with our time, money, collaborations and relationships.

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History: SamaraCare was originally founded in 1971 as an independent, interfaith mental health

counseling organization by three local congregations to address the unmet mental health needs of the community. The organization offers the option of spiritually integrated counseling for those clients seeking this approach. It does not promote or proselytize religion. For nearly 50 years, it has remained dedicated to providing quality, affordable counseling services and greater

accessibility. As one of the largest nonprofit, accredited organizations in Chicago region, SamaraCare pioneered the Mental Health Access Program (MHAP) enabling it to provide fee-subsidized mental health care to families and individuals facing financial challenges.

On July 1 2019, SamaraCare joined forces with Samaritan Counseling Center to become a

regional provider of highquality mental health services. Samaritan Counseling Center dissolved its corporate charter, folded into SamaraCare’s organizational structure and adopted SamaraCare’s existing federal tax ID number. The new SamaraCare continues to serve clients from Cook, DuPage, Kane, Kendall, Lake & Will counties in NE Illinois, and is managed by SamaraCare’s

current CEO/President. The merger created a more sizeable regional organization that can now realize administrative efficiencies and strengthen negotiating power with insurers. It will also enable SamaraCare to recruit and retain more highly qualified clinicians and staff as they offer a wider array of services and enhanced clinical expertise. The new SamaraCare remains dedicated

to making mental health counseling services more affordable and accessible to anyone with financial limitations, including the under-resourced.

Services: SamaraCare provides professional mental health counseling, psychological assessments and testing for individuals, couples and families from diverse backgrounds and varied financial means.

It offers a wide variety of client-focused and goal-oriented counseling services in a broad range of specialty areas (i.e., anxiety/panic disorders, depression/stress, autism spectrum, geriatric issues, grief and loss, learning disabilities, marital and family conflict, PTSD, social/emotional functioning, substance abuse/addiction and trauma recovery) so that clients can find the right emotional,

behavioral and spiritual balance they are seeking.

We also provide customized mental health educational and wellness presentations and workshops to schools, service clubs, and faith/community groups. The presentations are preventive in nature and are designed to increase community understanding to end the stigma associated with mental illness.

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All of SamaraCare’s therapists are highly trained licensed mental health providers with advanced degrees at either the doctoral level in psychology or masters level in counseling or social work. As a result, many of the interventions we use have clear research behind their efficacy. Our

commitment is to integrate the best available research with clinical expertise, experience and ethics in the context of unique client characteristics, culture and preferences to guide our interventions in order to achieve positive change. Our goal through the use of evidenced informed practices is to increase quality of treatment and continue to be accountable in the therapeutic

services we provide. Some of the evidenced based interventions we use are; Cognitive Behavioral Therapy, Acceptance and Commitment Therapy, Dialectical Behavioral Therapy, Mindfulness Based Cognitive Therapy, Evidenced Based Psychodynamic Therapy, Trauma Informed Interventions, such as EMDR and Neurolinguistic Programming, and DIR/Floortime model.

Who We Serve: We serve clients throughout Cook , DuPage, Kane, Kendall, Lake & Will counties and have no geographic restrictions. Services are provided at office locations in Naperville, Downers Grove, Winnetka, Wilmette, Evanston-North, Evanston-South, Chicago-Old Town and Chicago-Lincoln Square. Per FY 19, the majority of our clients originated from the following communities:

Naperville (718), Downers Grove (62), Chicago (55), Evanston (49), Woodridge (35), Westmont (22). Each of these communities has a percentage of populations below the poverty rate ranging from 4.4% to 13.3%.

Our client base ranges in age from 2-94. Populations include children, adolescents, adults, seniors, couples, families, clergy, teachers, police/first responders, LGBTQ, trauma survivors, veterans and anyone needing quality mental health care. Treating the behavioral health care needs of children/adolescents and seniors are a particular focus. SamaraCare has identified these age

groups for an expansion of services, given the escalation of mental health issues among these populations and increasing suicide statistics. We have extraordinary expertise in counseling these populations and are hiring additional clinical expertise to provide identification, diagnosis and treatment.

Organizational Structure: SamaraCare is a 501(c)(3) organization governed by a board of directors serving specified terms. The post-merger board of directors consists of 14 members. SamaraCare’s board members represent a cross-section of the community including business, religious and community leaders.

In conjunction with the board, SamaraCare is led by a CEO/President (Naperville) and Executive Director (Winnetka). In addition, there are 25 counselors and a small administrative staff dedicated to billing/insurance, finance and development.

Mental Health Access Program: In 1971, the MHAP was created, in tandem with our mission, to break through financial barriers to

receiving mental/behavioral health care. Cost is often reported as a major obstacle to accessing consistent high-quality care. A lack of financial resources prevents many from seeking the help they need and deserve. For others, it leads to inadequate treatment further perpetuating a mental

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health crisis. The MHAP is the funding mechanism which bridges the gap between affordable and accessible mental health care and connects under-resourced clients to one of SamaraCare’s 28 therapists.

The program offers fee discounts, on a sliding scale basis, to qualifying clients regardless of their insurance status. The sliding scale is based on the Federal Poverty Guidelines of household income and size, and is capped at 400% of FPG. Extenuating circumstances are also considered in setting

fees and include unemployment, recent separation/divorce, abuse, abandonment, extraordinary medical or consumer debt or the death of primary wage earner. On average, 38-42% of our client base requires financial assistance. In FY19, we served 511 households and provided over $611,000 in fee subsidy assistance which equates to $1,196 per client or 7.25 visits at no charge.

Information about our MHAP is provided by counselors at the time of intake, as well on our website and in a printed brochure located in the counseling center waiting areas. Requests for discounted services may be made by clients, family members, social services staff or others who

are aware of existing financial hardship. The client/responsible party must complete an MHAP application in its entirety to be eligible. The MHAP is only made available for counseling visits or testing/assessment services provided at one of our counseling center offices.

The MHAP is also used to fund the counseling needs of extremely low/no income clients of collaborating nonprofit partners whose clients have significant mental health challenges due to

circumstances (food insecurity, homelessness, sex trafficking) beyond their control. These organizations include Loaves & Fishes Community Pantry, Bridge Communities and Selah Freedom. We provide weekly on-site counseling at no charge or at a contracted reduced rate. The cost is paid for by the MHAP.

The MHAP program is largely supported by an allocation of net fee counseling revenue from full

fee-paying clients. This accounts for nearly 44% of the program budget. This helps to assure the program's stability and vitality and will continue into the future. SamaraCare also maintains a variety of funding sources (individual donors, corporate/public/private grantors, faith-based organizations and special events) that account for the remaining 56% of the program budget.

Service Delivery SamaraCare has the capability to ensure that the majority of its clients will see improvement in

their mental health. Preparation begins with a holistic approach that incorporates elements of mind, body, spirit and community as they relate to the clients’ unique needs and issues. Our overarching counseling strategy is a plan-oriented team approach. Treatment plans are regularly reviewed with clinical staffing groups for feedback and accountability for goal

setting/achievement. The Clinical Directors are responsible for intake and carefully match every client with a therapist that has the appropriate credentials and expertise to address the presenting problems. An

explanation of the therapeutic process is provided, identifying needs/concerns and setting goals/expectations. Therapists determine if psychiatric care is required and if so, make a referral. Clients are also informed of the MHAP.

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On average, clients will attend 14 clinical one-hour sessions (compared to the national average of 8 sessions). However, treatment plans are unique and specific to each client. Some clients with chronic or more serious forms of mental illness may require longer term clinical support while

others with more acute forms of mental illness may focus on shorter term preventative initiatives. Clients and counselors discuss treatment goals throughout the course of therapy to determine progress.

We conduct Quality Assurance Reviews of our clinical services through weekly clinical file review to ensure appropriate treatment plans are in place and being executed in tandem with the clients ongoing clinical consultation and supervision provided by our Clinical Directors. Medical consultation provided by consulting psychiatrists occurs bi-monthly and other industry experts

are utilized on an as needed basis. Feedback from Quality Assurance Reviews is shared with a formal report to counselors on a regular basis. SamaraCare has in place an electronic medical records (EMR) system that contains general

information such as treatment and medical history about a client and enables the therapist to track progress. The greatest value that can be derived from EMRs is leveraging data to drive strategic decisions, improve patient care and control costs. A data-driven approach provides SamaraCare with the ability to diagnose and correct problems by measuring and evaluating

performance across specific metrics.

Evaluation: SamaraCare measures the impact of its mental health counseling services through client improvement and client satisfaction progress indicators. These include:

1) Global Assessment of Functioning (GAF) Scale. The GAF scale is an evidence-based evaluation tool used to assess the social, occupational and psychological functioning of an individual on a continuum. Success is measured by changes in the GAF as measured by therapists upon intake and again after the tenth therapy session (or termination, whichever is first). Scores range from 100

(extremely high functioning) to 1 (severely impaired). The GAF is the standard used in the Diagnostic and Statistical Manual of Mental Disorders of the American Psychiatric Assn.

2) Client Satisfaction Survey (CSS): a 12-question survey, issued semi-annually to all clients, which has several imbedded research-based questions that are demonstrated markers of therapeutic progress.

Community Outreach SamaraCare is actively involved in the community and has developed collaborative partnerships

with the following organizations:

• Loaves & Fishes Community Services: SamaraCare provides on-site behavioral health services to their clients at no cost. The services are funded through the MHAP

• Bridge Communities: SamaraCare is the primary mental health care providers for clients of Bridge Communities, a nonprofit agency serving homeless families. Services are funded

through the MHAP.

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• Community Alliance for Prevention: A SamaraCare therapist is a member of the alliance which exists to reduce youth substance abuse within the boundaries of Naperville School Districts 203 and 204.

• Naperville Collaborative Youth Team: SamaraCare is an active member of this coalition that is made up of youth-serving organizations and agencies working together to promote and advocate for the health and well-being of children, youth and families.

• Artful Impact: SamaraCare in conjunction with Artful Impact (a nonprofit division of the School of Performing Arts in Naperville) offers programs using improvisation to build life

skills. Each class is led by a teaching artist from the school and a psychologist from SamaraCare.

• Interfaith Leadership Association – SamaraCare collaborates with a consortium of clergy and pay leaders of all religious tradition committed to understanding, learning from and standing in collegiality and solidarity with each other to advance and advocate for common

concerns.

• Local area congregations – SamaraCare also collaborates with many local area congregations to increase knowledge of mental illness and the resources available.

Why the Community should support us:

Professional mental health care is expensive and not everyone has the good fortune to pay standard fees. It is expected that 38-42% of our clients will need financial assistance during the course of their therapy. Unlike one time physician visits for physical well-being, treatment for

mental health needs may require weekly visits and on- going treatment for years. For this reason, a financial impact can be seen for clients- especially those at lower income levels.

By contributing to the MHAP, SamaraCare can provide more fee subsidies to qualifying clients in need of mental health treatment who might otherwise not be able to afford it. But most importantly, mental health counseling provides a path to healing and recovery, develops self-sufficient and resilience, improves relationships, reduces absenteeism and increases productivity

in the workplace, and ultimately reduces the reliance upon publicly funded social services – and that benefits ALL of us.

Personnel Committee Finance Committee Governance Committee Resource Development Committee

Child/Adolescent Counselors

Clinical Director of Child & Adolescent

Services C. Slezak

Assessment

Education

Adult Services

Counselors

Clinical Director of Adult Services

M. Bradburn

Assessment

Education

SamaraCare Counseling Services (North Region) SamaraCare Counseling Services (West Region)

Quality Assurance

Quality Assurance

Clinical Training Coordinator(s)

J. Ory/L. Friedrich

Interns

Practicum Students

Post-Doc

Continuing Education

Director of Fi-nance

C. Wronski

Director of Development W. Peterson

SamaraCare Support Services (West Region)

Senior Services

M. Guilhot -Chartrand

Clinical Operations Coordinator

Clinical Policy &

Procedures

HIPHA EMR

Revised 09/15/2019

SamaraCare Consulting Services

Counselors Accounts

Receivable Specialist

K. Eike

Consulting Coordinator N. Sayer

Executive Director D. Carlton

Clinical Director J Hosler

Development Director A. Scott

Assoc Director of Operations D. MacDonald

Please complete survey on reverse side

CLIENT SATISFACTION SURVEY SamaraCare values your input. Your feedback helps is to monitor and improve the quality of care we

provide. For all clients, the results will be kept confidential and reported only in a manner that does not

identify information about you. Please complete the survey and return in the drop box located in the

reception area.

Please indicate if you are a parent/guardian completing the survey on behalf of a minor : ❏Yes ❏ No

Client Name: (Optional)_______________________________________________________________________________________

Age: ___________ Gender: ❏ Male ❏ Female ❏ Other:__________________________________________________

County of Residence: ❏Cook ❏DuPage ❏Kane ❏Kendall ❏ Lake ❏Will ❏Other________________

Race/Ethnicity: ❏White ❏Black/African American ❏Asian ❏ American Indian/Alaska Native

❏ Native Hawaiian/Pacific Islander ❏ Multi-Race

Ethnicity: ❏Non-Hispanic ❏Hispanic

Counselor Name:_________________________________________________ Today’s Date ____________________________

Office regularly seen at:

West Region: ❏ Naperville ❏ Downers Grove ❏ Geneva

North Region: ❏ Winnetka ❏ Wilmette ❏ Evanston South ❏ Evanston North ❏ Libertyville

❏ Mundelein ❏ Lake Forest ❏ Old Town ❏ Lincoln Park

Please indicate the type of services you received from this counselor: ❏ Individual Counseling

❏ Marital Counseling ❏ Family Counseling ❏ Group Counseling ❏ Psychological Testing

Please answer the following questions about your experience: Your counseling Strongly

Agree Agree Neutral Disagree Strongly

Disagree Not Applicable

1. I deal more effectively with my symptoms and concerns.

5 4 3 2 1 NA

2. I have input into my counseling goals.

5 4 3 2 1 NA

3. I am better able to accomplish what I set out to do.

5 4 3 2 1 NA

4. I am better able to handle conflict and stress.

5 4 3 2 1 NA

Your counselor Strongly Agree

Agree Neutral Disagree Strongly Disagree

Not Applicable

5. My counselor understands my needs and concerns.

5 4 3 2 1 NA

6. My counselor focuses on achieving my goals during counseling.

5 4 3 2 1 NA

7. My counselor provides a comfortable environment to talk open and honestly about my problems.

5 4 3 2 1 NA

Please complete survey on reverse side

8. My counselor’s interventions and interactions have been helpful.

5 4

3 2 1 NA

9. My counselor helps me to obtain skills to handle problems, conflicts or stress.

5 4 3 2 1 NA

10. My counselor is sensitive to my cultural and spiritual needs.

5 4 3 2 1 NA

Your experience Strongly Agree

Agree Neutral Disagree Strongly Disagree

Not Applicable

11. Overall, I am satisfied with my treatment at SamaraCare.

5 4 3 2 1 NA

12. I would recommend SamaraCare to someone needing counseling/testing.

5 4 3 2 1 NA

Did you qualify for and receive fee subsidy assistance for counseling services from SamaraCare?

❏ Yes ❏ No

If you answered “Yes,” please check one box that best describes your financial hardship situation.

❏ Low/Moderate Income Household ❏ Unemployed ❏ Disabled/Unable to Work

❏ No Health Insurance ❏ High Deductible Insurance Plan ❏ High Personal Debt or Medical Expenses

❏ Mental Health Services Not Covered by Ins. ❏ US Armed Forces Activation of Primary Wage Earner

❏ Unique Family Circumstances (Separation or Divorce, Abuse or Abandonment Issues, Death/Serious

Illness of Primary Wage Earner, Excessive Medical or Consumer Debt)

If you receive a fee subsidy, please indicate how the subsidy made a difference in accessing and affording

care?

______________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________

______________________________________________________________________________________________

______________________________________________________________________________________________________________________

__________________________________________________________________________________________________________

How have you benefitted from services at SamaraCare?

______________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________

__________________________________________________________________________________

Thank you for completing our survey! Revised 7 19

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2023 STRATEGIC PLAN

The following shows the major categories for the SamaraCare 2023 Strategic Plan. There are six areas that are identified: Fund Development, Strategic Partnerships, Program, Staff, Facility and Marketing Branding.

ORGANIZATION OBJECTIVES 1. Fund Development

Ø Grow funding beyond fee revenue for the counseling program, to continue to offer quality, affordable counseling services. a. Re-energizing congregational and individual relationships. b. Increasing the Silent Samaritan Event to another level of more fund raising, and

exploring if this can be replicated at the North. c. Continuing to surface new foundation relationships, especially for the merged

entity.

2. Strategic Partnerships Ø Healthcare:

a. Expanded presence in the communities we serve through formalized partnerships with Primary Care Groups and/or Hospital Systems.

b. Secure a psychiatrist or psychiatric nurse practitioner on staff for SamaraCare in order to provide seamless behavioral healthcare.

Ø Faith Based Counseling Centers: a. Be open to other partnerships, but focus energy on:

i. Solidifying the SamaraCare North location and moving it to more productivity.

ii. Grow the Eastern DuPage Office of SamaraCare West. Ø Congregations:

Strengthen existing congregational partnerships and establish new partnerships for the counseling and consulting programs. a. Develop new congregational relationships that support financially, referrals, and

mission.

3. Programming Ø Continue to keep programs of counseling, education, and consulting relevant to the

constituency we serve and their unique needs. a. Grow Senior Services b. Grow child/adolescent Services for SamaraCare c. Market and the Eastern DuPage office while filling the Naperville office to capacity. d. Deepen the Libertyville, Evanston, Lincoln Park, and New Trier Service areas.

Ø Expand current clinical training program to SamaraCare North area

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Ø Recast the vision for Consulting more focused on Leadership Development through Coach Training and Coaching.

4. Staff Ø Secure staff that has an interest and commitment to the core values and programs of

Samaritan, while providing adequate compensation and benefits. a. Continue the new hiring approach b. Fully staff SamaraCare North and West locations

Ø Administrative support staff which adequately and efficiently supports all Samaritan programs a. Develop a plan that acquires the necessary administrative staff to support the

growth of the organization. Ø Leadership Succession Plan: Develop leadership within the organization with a clear

plan to evolve the leadership of Samaritan into the future. a. As current leadership staff move on for a variety of reasons (retirement, other

opportunities, etc.) it is critical to continue to develop internal staff to move into open positions for both SamaraCare North and West.

5. Facility Ø Determine the best facility arrangement to accommodate the growth of the counseling

program. a. In growing the Eastern DuPage office determine the best facility. b. Analyze of all of SamaraCare North facilities in the next year and then establish a

clear plan of what the facility needs are.

6. Marketing/Branding Ø Continue to raise awareness of the unique SamaraCare Brand across all our service

areas while creatively being advocates for stigma reduction. a. Push the brand out into the regions SamaraCare serves through working with our

Branding Consultant. b. Equip the Staff, Board, and Stake Holders with this brand identity creating more

champions for the brand.

Mission: SamaraCare helps people achieve their greatest potential by being compassionate and spirit-led counselors, consultants and advocates.

Vision: Nothing stands in the way of people getting the help they need to flourish.

Diversify and Grow Funds

Leverage Strategic

Partnerships

Innovate Programming

Develop Staff Optimize Facilities

Advocate & Create

Awareness

*Re-energize congregational and individual donors

*Surface new foundation relationships

*Grow Silent Samaritan Event

*Explore for-profit centers

*Healthcare Providers

*Faith-based counseling centers

*Congregations

*Alliances for co-promotion, referral

*Counseling, Education, Consulting

*Grow Senior, Child/ Adolescent Services

*Expand Clinical Training Program

*Focus on Leadership Dev’t with Coach

Training and Coaching

*Fully staff all locations with counselors

*Plan for sufficient admin staff

*Develop Leadership Succession Plan

*Analyze existing facilities and optimize

locations/costs

*Accommodate growth

*Create Champions for our Brand

*Raise awareness of our services

*Combat stigma of mental illness

*Initiate an Associate/Junior Board

Diversify and Grow Funds

Leverage Strategic

Partnerships

Innovate Programming

Develop Staff Optimize Facilities

Advocate & Create

Awareness

*Finance Committee

*Partners in Ministry Advisory Council

*Event Planning and Execution

*Fundraising Innovation

*Donor Relations

*Fundraising Innovation

*Donor Relations

*Partners in Ministry Advisory Council

*Associate Board Development and

Mentoring

*SC Executive Staff

*Fundraising Innovation

*SC Executive Staff

*Personnel Committee

*Facility Placement Task Force

*Advocacy and Awareness

*Partners in Ministry Advisory Council

*Donor Relations

*Event Planning and Execution

*Associate Board Development and

Mentoring

Strategic Planning Task Force; Board Development Task Force

1

Samaritan Interfaith Counseling Center, Inc.

dba SamaraCare

BY-LAWS

(Effective July 1, 2019)

PREAMBLE

Effective July 1, 2019, The Samaritan Counseling Center headquartered in Winnetka,

Illinois merged with the Samaritan Interfaith Counseling Center, Inc. of Naperville. Prior to the

merger, the two corporations adopted these By-Laws as the by-laws of the new merged

corporation, Samaritan Interfaith Counseling Center, Inc.

ARTICLE 1. Name and Corporate Offices

The name of the corporation shall be the Samaritan Interfaith Counseling Center, Inc. It is

referred to in these By-Laws as the “Corporation.” The Corporation does business under the

trade names (doing business as) SamaraCare, SamaraCare Counseling and SamaraCare

Consulting.

ARTICLE II. Corporate Purposes and Limitations

Purpose. As the name SamaraCare implies, the Corporation is an expression of the love

of God through an interfaith ministry serving all, regardless of their religious affiliation or ability

to pay. Through psychological counseling, educational programs, training and consultation, the

Corporation seeks to alleviate suffering, facilitate change, and bring about mental, emotional and

spiritual healing and growth among people in the communities it serves.

Service Area: The service area of the Corporation encompasses the Chicago

metropolitan area including Cook, DuPage, Kane, Lake, and Will Counties. Nothing in these

By-Laws shall limit the ability of the Corporation to provide services outside of the Chicago area

or Illinois.

Tax Exempt Status. The Corporation is organized and operated exclusively for

charitable, educational and religious purposes in accord with Section 501 (c)(3) of the Internal

Revenue Code (the “Code”). The Corporation shall not engage in any activities that are not

permitted either (i) by a corporation exempt from federal income tax under Section 501 (c)(3) of

the Code or (ii) by a corporation, contributions to which are deductible under Section 170 (c)(2)

of the Code.

2

. Dissolution. Upon the dissolution of the Corporation, the Board of Directors shall,

after paying or making provision for the payment of all the liabilities of the Corporation, dispose

of all the assets of the Corporation to organizations organized and operated exclusively for

charitable, educational, religious or scientific purposes that, at that time, qualify as exempt

organizations under Section 501 (c)(3) of the Code.

ARTICLE III. MEMBERSHIP

The Corporation shall not have members. The Board of Directors shall be self-

perpetuating by election of directors in accordance with these By-Laws. There shall be no capital

stock.

ARTICLE IV. BOARD OF DIRECTORS

Section A. General Powers

The affairs, business and all legal matters of the Corporation shall be managed by the

Board of Directors. The management and control of the affairs and property of the Corporation

shall be vested in the Board of Directors.

Section B. Board Membership and Tenure

The number of directors shall not be less than 12 and not more than 25, as established

from time to time by Board resolution without amendment of these By-Laws. Except for the

President/CEO of the Corporation who shall remain a director as long as he or she is the

President/CEO, each director shall hold office for a term of three years unless the Board shall

expressly resolve to elect a director for a shorter term. To the extent practical, the Board shall

endeavor to have staggered terms so that approximately one-third of the directors shall be elected

each year. A director may be elected for only two consecutive three-year terms; provided,

however, that a director who is first elected to fill an unexpired term shall be eligible to serve as

a director of up to seven consecutive years. Notwithstanding any limitation on the term of office,

each elected director shall hold office until his or her successor shall have been elected and

qualified.

Section C. Board Composition. The Board shall endeavor to elect directors so that the major geographic areas served by

the Corporation are represented and so that the Board has people with expertise in areas of vital

importance to governing and operating the Corporation. To that end, approximately one-third of

the Board should be composed of people with special skills, training or experience who may or

may not live or work in the area the Corporation serves. The other two-third of the directors

shall reside in an area served by the Corporation or be affiliated with a church or other

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organization in such area. The Board shall attempt to assure that the major communities served

by the Corporation are represented on the Board and that no community or area dominates the

Board.

Section D. Election of Directors

The election of directors shall occur each year at a regular meeting of the Board of

Directors. The new directors shall be elected by majority vote of the directors then in office.

Section E. Resignation or Removal. Any director may resign at any time by notifying the President/CEO, Chairperson or

Secretary. A director may be removed by a majority vote of the directors but only if that director

(i) acts in a manner that is detrimental to the Corporation or is contrary to its purpose or (ii) fails

to attend three consecutive Board meetings without a reasonable excuse.

Section F. Vacancies.

The Board of Directors shall promptly fill any vacancy by the affirmative vote of a

majority. A director elected to fill a vacancy that occurs before the end of a director’s term shall

be elected for the unexpired portion of that term.

Section G. Compensation.

Directors shall not receive compensation for their services as directors. However, nothing

herein shall preclude any director from serving the Corporation in any other capacity and

receiving reasonable compensation therefor.

ARTICLE V. MEETINGS OF BOARD OF DIRECTORS

Section A. Regular Meetings.

The Board of Directors shall meet at least four (4) times a year to transact the business of

the Corporation. One such meeting may be the annual meeting of the Board for electing new

directors. The meetings may be held at such times and places as may be designated by the Board

and may use any technology that allows those in attendance to hear and talk to each other.

Section B. Special Meetings.

Special meetings of the Board of Directors may be called by the Chairperson of the

Board or the President/CEO of the Corporation and shall be called by the Chairperson or the

Secretary whenever three (3) members of the Board so request.

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Section C. Notice of Meetings.

Notice of all meetings of the Board of Directors shall be given to each director at least

three (3) days before the meeting. The attendance of a director at a meeting shall constitute a

waiver of notice of such meeting unless the director attends the meeting for the express purpose

of objecting to the transaction of any business because the meeting was not lawfully called or

convened.

Section D. Quorum; Remote Participation in Meetings

Fifty percent of the members of the Board of Directors shall constitute a quorum, but any

lesser number attending shall have the power to adjourn to a stated time and place. Any director

shall be considered in attendance who participates using any technology that allows the directors

to hear and talk to each other.

Section E. Manner of Acting.

The action of a majority of directors present at a duly convened meeting shall be the

action of the Board of Directors unless a statute, these By-Laws or the Articles of Incorporation

requires a greater number. Any action of the Board to be approved at a meeting may be taken

without a meeting if a written consent, setting forth the action to be taken, shall be signed by all

the directors.

ARTICLE VI. OFFICERS

Section A. Officers; Election of Officers; Vacancies

The officers of the Corporation shall be the President/Chief Executive Officer, the

Chairperson of the Board, Vice Chairperson, Secretary and Treasurer and such other officers as

the Board may deem necessary. Except for the President/CEO who shall have an indefinite term,

the term of each officer shall be one year commencing on the first day of the fiscal year. Each

year, the Board shall elect officers from among its members at a meeting prior to the start of the

new fiscal year. Whenever any office becomes vacant, the Board may elect a replacement for

the duration of the term.

Section B. President/Chief Executive Officer

The President/Chief Executive Officer shall be the principal officer of the Corporation

and be responsible for managing the operations of the Corporation and maintaining its properties

and other assets. The President/CEO shall be responsible to the Board of Directors, which shall

have full authority to hire and terminate him or her. Such person shall have authority to sign

5

documents on behalf of the Corporation and negotiate agreements for the Corporation, consistent

with the authority delegated by the Board.

Section C. Chairperson of the Board

The Chairperson of the Board shall preside at all meetings of the Board of Directors, have

general supervision of the Corporation, and sign documents and contracts approved by the

Board. A Chairperson shall be limited to two successive one-year terms.

Section D. Vice-Chairperson of the Board.

The Vice-Chairperson of the Board shall perform all duties incumbent upon the

Chairperson of the Board if that person is unable to act due to absence, disability or inability to

perform. The President/CEO or Board may assign other duties to the Vice-Chairperson

including chairing a committee or task force.

Section E Secretary.

The Secretary shall: (a) be responsible for the keeping of the minutes of the Board and

the Governance Committee; (b) see that all notices are duly given in accordance with the

provisions of these By-Laws or as required by law; and (c) in general, discharge all duties

incident to the office of Secretary and such other duties as may be assigned to him or her by the

President/CEO or the Board.

Section F. Treasurer.

The Treasurer shall: (a) monitor the financial records of the Corporation; (b) keep or

cause to be kept regular records of accounts; (c) render to the Board from time to time an account

of the financial condition of the Corporation; and (d) in general, discharge all duties incident to

the office of Treasurer and such other duties as may be assigned to him or her by the

President/CEO or the Board. The Treasurer shall chair the Finance Committee.

Section G. Executive Director

Each unit of the Corporation shall have an Executive Director. An Executive Director

shall supervise and be principally responsible for the day-to-day administration and operation of

one unit of the Corporation’s operations. The Executive Director shall report directly to the

President/CEO and work closely with the President/CEO to ensure that all corporate functions

under the Executive Director are adequately carried out. The Executive Director may sign

documents and agreements on behalf of the Corporation as the Board shall direct.

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Section H. Delegation of Authority.

In case of the absence of any officer of the Corporation or for any other reason that the

Board of Directors may deem sufficient, the Board may delegate the authority, powers and duties

of such officer to any other officer or any director, for the time being, provided that a majority of

the entire Board of Directors concurs therein.

Section I. Removal.

Any officer may be removed by the Board of Directors by a majority vote whenever, in

its judgment, the best interests of the Corporation would be served thereby.

Section J. Standing Board Committees

The following committees shall be standing committees of the Board of Directors:

1. Governance Committee (also known as the Executive Committee)

The Governance Committee shall include all Officers of the Corporation plus

the chairpersons of the other standing committees. The Committee shall have

the authority to conduct the business of the Board between Board meetings,

subject to the approval and ratification of the Board of Directors. The

Committee shall be responsible for Board recruitment, Board membership and

Board education. The Committee shall normally meet at least once between

Board meetings. Special meetings of the Committee can be called by any

member of the Committee.

2. Personnel Committee

The Personnel Committee is responsible for overseeing staff development,

succession planning, continuing education, evaluation/supervision, leadership

development, quality of counseling, and personnel policy. When needed, the

Committee will form a search committee for a new President/CEO or to assist

the President/CEO in filling a key position.

3. Finance Committee

The Treasurer shall chair the Finance Committee, which shall be responsible for

advising on financial decisions of the Corporation and for assisting the

President/CEO and the staff in developing a budget each year and preparing for

the annual audit.

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4. Resource Development Committee

The Resource Development Committee shall be responsible for all fundraising

activities, working closely with the Development Director in areas such as

annual giving, planned giving, grant writing, public relations and fund-raising

special events.

ARTICLE VII. ADVISORY COUNCILS; TASK FORCES

Section A. Encouraging Involvement and Participation

We believe in the wholeness of persons and in the close relationship of mind, body, spirit

and community. Many factors affect people and their mental and emotional health. We seek to

work with individuals and organizations in the communities we serve to determine the needs of

people in those communities and to find better ways to meet those needs. Toward that end, we

endeavor to involve more people and organizations as we plan and build for the future through

the use of Advisory Councils and Task Forces.

Section B. Advisory Councils

The Board of Directors may establish one or more Advisory Councils, composed of any

number of persons or organizations, to meet periodically and provide advice, guidance and

wisdom to the Board and the Corporation’s staff on matters related to the needs of a geographic

or demographic community, ways of operating more effectively, approaches to improve fund-

raising, or new developments in a specific field or technology.

Section C. Task Forces

The Board of Directors may also establish one or more Task Forces from time to time to

assist in planning and/or implementing a specific project or task. Unlike Advisory Councils,

which are intended to be on-going, Task Forces are intended to bring together a group of

individuals and organizations to work together to accomplish a specific task or goal. So, unless

the Board decides to keep the Task Force in place, the Task Force would disband when it has

completed its assigned project or achieved its objective.

ARTICLE VII. INDEMNIFICATION OF OFFICERS, DIRECTORS AND

EMPLOYEES

Section A. Indemnification by the Corporation.

The Corporation shall, to the extent legally permissible, indemnify each person who may

serve or who has served at any time as an officer, director, or employee of the Corporation against

8

all expenses and liabilities, including, without limitation, attorney fees, judgments, fines, excise

taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in

connection with any threatened, pending or completed action, suit or proceeding in which he or

she may become involved by reason of his or her service in such capacity; provided that no

indemnification shall be provided for any such person with respect to any matter as to which he or

she shall have been finally adjudicated in any proceeding not to have acted in good faith in the

reasonable belief that such action was in the best interests of the corporation; and further provided

that any compromise or settlement payment shall be approved by a majority vote of a quorum of

directors who are not at that time parties to the proceeding. The indemnification provided

hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled

to indemnification hereunder. The right of indemnification under this Article shall be in addition

to and not exclusive of all other rights to which any person may be entitled.

Section B. Determination of Conduct.

Any indemnification under Section A shall be made by the Corporation only as

authorized in the specific case, upon a determination that the indemnification of the director,

officer or employee is proper in the circumstance because he or she has met the applicable

standard of conduct set forth in this Article. Such determination shall be made (1) by the Board

of Directors by a majority vote of a quorum consisting of directors who were not parties to such

action; or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested

directors so directs, by independent legal counsel in a written opinion.

Section C. Payment of Expenses in Advance.

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid

by the Corporation in advance of the final disposition of such action, suit or proceeding as

authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on

behalf of the director, officer or employee to repay such amount, unless it shall ultimately be

determined that he or she is entitled to be indemnified by the Corporation as authorized in this

Article.

Section D. Insurance.

The Corporation may purchase and maintain insurance on behalf of any person who is or

was a director, officer or employee of the Corporation or who is or was serving at the request of

the Corporation as a director, officer or employee or agent of another corporation, partnership,

joint venture, trust or other enterprise, against any liability asserted against such person and

incurred by such person in any such capacity, or arising out of his or her status as such, whether

9

or not the Corporation would have the power to indemnify such person under the provision of

this Article.

Section E. Severability.

The invalidity or unenforceability of any provision of this Article shall not affect the

validity or enforceability of the remaining provisions of this Article.

Section F. Effect of Amendment,

No amendment or repeal of the provisions of this Article which adversely affects the right

of an indemnified person under this Article shall apply to such person with respect to those acts

or omissions which occurred at any time prior to such amendment or repeal, unless such

amendment or repeal was voted by or was made with the written consent of such indemnified

person. This Article constitutes a contract between the corporation and the indemnified officers,

directors, and employees. No amendment or repeal of the provisions of this Article which

adversely affects the right of an indemnified officer, director, or employee under this Article

shall apply to such officer, director, or employee with respect to those acts or omissions which

occurred at any time prior to such amendment or repeal.

ARTICLE VIII. MISCELLANEOUS

Section A. Fiscal Year.

The fiscal year of the Corporation shall begin on the first day of July each year.

Section B. Annual Audit.

The Corporation shall submit to an annual audit by a certified public accountant.

Section C. Amendments.

The Articles of Incorporation and these By-Laws may be altered, amended or repealed

and new Articles or By-Laws adopted by a vote of three-quarters of the directors present at any

regular or special meeting called for that purpose. Notice of the proposed amendment (including

the text of the change) shall be given in writing to all directors at least twenty (20) days before

the meeting at which the vote is to be taken and shall identify the persons proposing the

amendment.

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BOARD POLICES

1. The Strategic Planning Task Force and all task forces related to programs

shall report to the Governance Committee.

2. Each year, the Chairperson of the Personnel (together with the Board

Chairperson) shall conduct an annual review of the President/CEO’s

performance and make a salary recommendation to the Board. Annually, the

Personnel Committee Chairperson shall review the President/CEO’s

evaluation of and salary recommendations for all the other staff.

3. Each year, the Finance Committee shall establish an Audit Task Force that

will select the auditor for that year, review the audit and arrange for

presentation of the audit results to the Board of Directors.

4. The Partners in Ministry Subcommittee (responsible for obtaining

continuing financial support from congregations) and the Special Events

Task Forces (such a Silent Samaritan) shall report to the Resource

Development Committee.

BOARD MEMBER RESPONSIBILITIES General Expectations: 1. Maintain knowledge of SamaraCare’s mission, bylaws, purposes, goals, policies,

programs, services, strengths, and needs a. Read and understand financial reports b. Participate in financial strategic planning c. Ensure records are kept accurately and preserved

2. Give time a. Prioritize attendance at meetings and events, including fundraisers b. Serve in leadership positions and Board committees willingly when asked

3. Give financially a. Assist fund development efforts through personal action and influence with

others (corporations, foundations, individuals) b. Give a meaningful annual gift (100% Board participation)

4. Participate in Board development, along with the Nominating Committee a. Suggest nominees for the Board b. Support fellow Board members

5. Sign and abide by a Conflict of Interest and Code of Ethics Statement Meetings: 1. Prepare for and participate in Board and Committee meetings

a. Read materials pre-meeting and identify edits/revisions b. Ask timely and substantive questions c. Support the majority decision d. Be prepared to report on your individual assignment/committee e. Suggest agenda items for future meetings

2. Maintain confidentiality Relationship with staff: 1. Counsel the CEO/President and Executive Director(s) as appropriate and offer

support 2. Avoid asking special favors of the staff, without prior consultation with the

CEO/President, Executive Director(s), Board Chair, or Committee Chairperson

Effective 11/2019

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Board Committees and Task Forces

Launch 2020

January 23, 2020 Committees/Task Forces: 1. Partners in Ministry Advisory Council 2. Board Development Task Force 3. Event Planning and Execution 4. Fundraising Innovation 5. Donor Relations 6. Advocacy and Awareness 7. Associate Board Development and Mentoring 8. Facility Placement Task Force Goal for March 26, 2020 Board Meeting:

1. Create a 2020 plan for your group with end-goals for December 2020 a. Review Committee/Task Force description b. Brainstorm strategies and tactics to accomplish ultimate goal(s) c. Select key tactics to initiate/implement for 2020 d. Develop a timeline for 2020

2. Provide written 1-page report to Board for presentation at March 26, 2020 meeting

a. Committee/Task Force description b. Strategies and Tactics 2020 c. Key Tactics to Initiate/Implement 2020 d. Timeline for Tactics e. Additional/Supplemental Considerations f. Addendum: Meeting Minutes

3. Suggested Steps:

a. Select a Chair for your Committee/Task Force b. Chair—initiate group email to gather in-person or by phone (or, email may suffice)

i. Be sure to include Staff Liaison c. Select Secretary to take minutes (could be the same person as the Chair) d. Select member to develop 1-page report for March Board meeting (could be Chair, Secretary or

other)

2

Committees/Task Forces: According to ByLaws

1. Strategic Planning Task Force a. Board

Staff Liaison: CEO/President Initiated by the Governance Committee Fall 2019 Plan 2020-2023 completed and Board-approved November 2019

2. Personnel Committee a. Patty Carl b. Amanda Hartley c. Annette R Zulawski

Staff Liaison: CEO/President Staff recruitment; Evaluate of staff salary, including CEO

3. Finance Committee a. Mary Lynn Hoffer

Staff Liaison: Director of Finance and Administration

4. Audit Task Force a. Mary Lynn Hoffer b. Liz Tanner

Staff Liaison: CEO/President, Director of Finance and Administration Periodically, as warranted--likely next review in 2021 for 2022 change

5. Partners in Ministry Advisory Council

a. Debra Alexander b. John Gallagher c. Jane Huels

Staff Liaison: CEO/President, ED North, Director of Development, Development Team Goal: Strengthen existing and create new relationships among faith communities To Date: There is a list of congregations that already exists for the W region. A list is being developed for N region. These lists need to be ranked as:

A. Congregations that are well known to SamaraCare and vice versa B. Congregations that need to become reacquainted with

SamaraCare (ie, presentation to staff and/or congregants) C. Congregations are unknown to SamaraCare and vice versa (ie,

cold calls as introductions) This can include reaching out to other Board members or other personal connections to generate/refresh relationships with congregations

3

Committees/Task Forces: Other/As Needed

1. Board Development Task Force

a. Amanda Hartley b. John Gallagher c. Annette R Zulawski

Staff Liaison: CEO/President This Task Force reports to the Governance Committee Goal: Maintain a healthy Board of effective members with varied talents and skill sets that meet the current needs of the organization. • Prioritize diversity, balance of geographical location, and church

affiliation • Recruit new Board members with appropriate talents/skill sets • Participate in on-boarding orientation for new Board members • Board mentoring is a new concept for SamaraCare. Define “Board

mentoring” and how this can be executed

2. Event Planning and Execution a. Patty Carl b. Amanda Hartley c. Jane Huels d. Beth Sack e. Liz Tanner

Staff Liaison: Director of Development Goal: Plan and execute fundraising events • Silent Samaritan Committee • Committee Chair 2020: Natasha Marriner • April 16, 2020 event—meetings initiated Oct 2020 • Sponsor and Guest recruitment, Publicity, Event and table set-up, etc

3. Fundraising Innovation a. Amanda Hartley b. Gary Holland

Staff Liaison: CEO/President; Director of Development Goal: Develop novel means of fundraising, such as for-profit center(s) or regional events (ie, 5K race) • Review current practices-- How events should be conducted—

regionally or not—needs to be evaluated • Conceptualize novel fundraising approaches • Engage and work with Event Planning and Execution Committee to

implement new ideas • The concept of a for profit center should be explored. Ideally, this for

profit center will offer a product or service related to mental wellness. Examples might include Yoga, Pilates, Art/Music therapy, Animal-assisted therapy. Consideration should be made to whom might work at such a facility. Example being Lemon Press at NAMI-Dupage, staffed by persons with mental health challenges

4. Donor Relations

a. John Gallagher b. North Board Member

Staff Liaison: CEO/President, ED North, Director of Development, Development Team Goal: Recruit new donors and nurture healthy relations with donors • Meet with key existing and new donors to encourage ongoing

financial support and provide recognition of giving • Advocate for planned giving/bequests/legacy giving

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5. Advocacy and Awareness a. Debra Alexander b. John Gallagher c. Beth Sack d. Liz Tanner

Staff Liaison: CEO/President; Staff Counselor/Therapist Goal: Awareness of SamaraCare services; Advocacy for mental health wellness • Determine steps to actively address stigma of mental illness and

create action steps for stigma reduction • Consider ways to increase awareness of SamaraCare services • Develop Champions for the Brand • Consider Alliances with other businesses/NFPs (ie, Bridge

Committees, Loaves & Fishes, Linden Oaks, Senior Living Centers, etc) for referral and/or co-promotion

6. Associate Board Development and Mentoring

a. John Gallagher b. NEED MEMBER

Staff Liaison: CEO/President; Director of Development, Development Team, Staff Counselor/Therapist-in-Training Goal: Engage younger generations; Build Champions of the Brand • An Associate Board is a leadership group of emerging professionals,

typically ages 25-35, who leverage their time, networks, and resources to help build the capacity of a nonprofit (https://trust.guidestar.org)

• Develop and mentor an Associate Board of young adults tasked with generating awareness of SamaraCare and advocating to other young adults about mental health awareness, including stigma reduction

• Associate Board should be charged with hosting a fundraising event • Associate Board Chair will attend SamaraCare Board Meetings and

report back to Associate Board and will be a Board Member

7. Facility Placement Task Force

a. Debra Alexander b. Gary Holland c. Jane Huels

Staff Liaison: ED North leading; CEO/President Goal: Evaluate current facilities and determine next steps to optimize facility placement • This task currently applies to the North locations, specifically

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Acknowledgement Receipt/Disclosure Statement SamaraCare Conflict of Interest Policy

I acknowledge that I have received a copy, have read and understand, and agree to abide by SamaraCare’s Conflict of Interest Policy during my service as a SamaraCare Board Member. If at any time following the submission of this form I become aware of any actual or potential conflicts of interest, or if the information provided below becomes inaccurate or incomplete, I will promptly notify the SamaraCare Board of Directors in writing. I further understand that a violation of the policy may result in disciplinary action by the Board of Directors up to and including removal from the Board of Directors.

________ I am not aware of any conflict of interest. ________ I do or may have a conflict of interest in the following area(s): ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Name: ____________________________________________________ Date: ____________________ Signature: ____________________________________________________________________________

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CONFLICT OF INTEREST POLICY A copy of this policy shall be provided to all directors, officers, and employees of the Samaritan Interfaith Counseling Center, Inc. dba SamaraCare

I. GENERAL CONSIDERATIONS

The purpose of the Conflict of Interest Policy of the Samaritan Interfaith Counseling Center (“SamaraCare”) is to bring to the attention of our directors, officers, and employees (who shall be referred to in this policy collectively as “Members”) the policies and procedures regarding actual or potential conflicts of interest which apply to SamaraCare. By assuming his or her office or duties, each Member assumes a duty of allegiance to SamaraCare and acknowledges that the best interests of SamaraCare must prevail over any individual interests. The choice of individuals or organizations with whom SamaraCare has business relationships must be determined solely on the basis of the best interests of SamaraCare. A conflict of interest may exist when the interests or concerns of any Member, his or her family, or any party, group, or organization in which the Member is actively involved, may be seen as competing with the interests of SamaraCare or as potentially affecting the independent judgment of the Member. It is immaterial whether SamaraCare is adversely affected by the conflict. It is not possible to enumerate all situations which constitute a conflict. The facts of each situation will determine whether the interest in question is such as to bring it within an area of potential conflict. Such facts include the amount of money involved, the extent to which the Member could influence the SamaraCare’s decisions, and whether the interest is of such a nature that it might affect the objectivity or the business judgment of the Member. In determining whether a conflict is involved, there is no substitute for sound judgment in each case based upon the particular facts involved.

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II. WHAT CONSTITUTES A CONFLICT OF INTEREST

A. Types of Transaction In Which Conflicts May Arise

1. Personal Gain From Position. A Member has a conflict of interest when he or she, or any member of one’s immediate family, may in any way realize personal gain from a position in, or affiliation with, SamaraCare. Such conflicts may arise if a Member has an interest in any organization which has, or is seeking to have, business dealings with SamaraCare; if the Member seeks to buy, sell or lease any kind of property, facilities, or equipment from or to SamaraCare; or if the Member has a position with any organization which is seeking to do business with SamaraCare.

2. Use of Confidential Information. A Member has a conflict of interest when

he or she uses for personal advantage or for the advantage of any other group, organization, or business any confidential information or material acquired in the discharge of the Member’s responsibilities with SamaraCare. Such information may include, but is not limited to, rosters, mailing lists, telephone directories, business plans, certain information regarding donors, and confidential Board proceedings.

3. Solicitation of Employment. A Member has a conflict of interest if he or she

serves on the Board of Directors while seeking to become a candidate for an employed position with SamaraCare.

B. Prohibition Against Loans and Gifts

1. SamaraCare shall make no loans to any Member. Any Member who participates in the making of any such a loan shall be liable to SamaraCare for the amount of such a loan until it is repaid.

2. No Member may accept from a third party any substantial gift or any other

similar benefit whether the gift or benefit is received because of the Member’s duties for or relationship to SamaraCare. Gifts of cash or cash equivalents for a third party of any amount are not permitted. The giving or receipt of common courtesies, occasional meals, or reasonable entertainment appropriate to a business relationship and associated with business discussions, are regarded as being consistent with sound business practice, and as involving no conflict of interest.

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III. PROCEDURE FOR REVIEW OF CONFLICTS OF INTEREST Members shall follow the following procedure when they are involved in an actual or potential conflict of interest: A. Members shall disclose in writing any potential conflicts of interest to the

SamaraCare’s President/Chief Executive Officer or Board Chair for review prior to engaging in any transaction involving a potential conflict of interest until he or she receives approval for the transaction from the Governance Committee.

B. When advised of a potential conflict of interest, the Governance Committee

shall ascertain whether, in fact, a conflict of interest exists. If such a conflict exists, the Governance Committee shall determine whether the conflict can be avoided or eliminated, or whether the transaction is fair to SamaraCare, despite the existence of the conflict. The fairness of a transaction shall be determined on the basis of whether the proposed transaction is at least favorable to SamaraCare as a transaction with disinterested individuals or organizations in arms-length transactions. The Governance Committee may also determine to refer the potential conflict to the Board for resolution or legal counsel for advice.

C. When any conflict of interest is relevant to a matter requiring action of the

SamaraCare Board, the interested Member shall call it to the attention of the Board, and he or she shall not vote on the matter. Moreover, the person having the potential conflict shall leave the room in which the meeting is held and shall not participate in the final deliberations or decision regarding the matter. If there is any doubt as to whether a conflict might exist, the matter shall be resolved by vote of the Board, excluding the individual.

D. The Nominating Committee of the Board of Directors of the Center may

request the Governance Committee to review any potential conflict of interest before it nominates any Member for election to the Board.

E. In the event that a potential conflict of interest is not disclosed, the matter shall

be referred to the Governance Committee to make a recommendation to the Board regarding appropriate action against the Member involved in the conflict.

Dated: November 17,2001 December 23, 2013

To all to whom these Presents Shall Come, Greeting:

I, Jesse White, Secretary of State of the State of Illinois, do hereby

certify that I am the keeper of the records of the Department of

Business Services. I certify that

In Testimony Whereof, I hereto set

my hand and cause to be affixed the Great Seal of

the State of Illinois, this

day of A.D. .

SECRETARY OF STATE

File Number

Authenticate at:Authentication #:

DECEMBER 2019

1934302170 verifiable until 12/09/2020

http://www.cyberdriveillinois.com

4985-081-6

SAMARITAN INTERFAITH COUNSELING CENTER, INC., A DOMESTIC CORPORATION,INCORPORATED UNDER THE LAWS OF THIS STATE ON JUNE 18, 1971, APPEARS TOHAVE COMPLIED WITH ALL THE PROVISIONS OF THE GENERAL NOT FOR PROFITCORPORATION ACT OF THIS STATE, AND AS OF THIS DATE, IS IN GOOD STANDING ASA DOMESTIC CORPORATION IN THE STATE OF ILLINOIS.

9TH

The 13th Annual Silent Samaritans Breakfast

SPONSORSHIP INFORMATIONThursday, April 16, 2020 | Naperville Marriott Hotel

Sponsorship form, logo, and ad artwork due no later than March 27, 2020. Email to: wpeterson@samaracarecounseling.org

Accepted logo formats are: Illustrator EPS, Photoshop TIFF or JPEG. Silent Samaritans reserves the right to edit or modify the paragraph content

Samaracarecounseling.org

Silent SamaritansWomen Helping Women

Sponsorship Benefits Diamond $5,000

Platinum $2,500

Gold $1,000

Silver $500

Table Seating 10 6 4 2

Program Ad Full Cover Full Page Half Page Third Page

Listing in Program Book/Signage

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Please join us in sponsoring our 13th Annual Silent Samaritans Breakfast.

Become a Sponsor to help support our Mental Health Access Programthat provides fee-subsidized mental health counseling services to women, and their children, who have limited financial resources.

Together, we can make a difference every single day in women’s mental health!

Thank you! We appreciate your consideration and support to help this outstanding and worthwhile cause.

Unable To Sponsor Or Attend? Please consider placing a 1/3 page ad for $250 in the program book in support of our important work in the community.

Full Page Ad Size - 4 .875 ” Wide x 7.875” High

Half Page Ad Size - 4 .875 ” Wide x 3.8” High

Third Page Ad Size - 4 .875 ” Wide x 2.42” High

Contact Information

Company/Household/Individual Name

Contact Phone

Email

Address

City State Zip

Sponsorship Selection

Diamond ($5,000) Platinum ($2,500) Gold ($1,000) Silver ($500) Program Book Ad Only ($250)

Table For 10 ($475) Individual Ticket ($50) x Quantity = $

Payment Method

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Amount:

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Billing Address Zip Code Signature

Please return form, logo and ad artwork to SamaraCare by March 27, 2020

Email to: wpeterson@samaracarecounseling.org orMail to: William B. Peterson, Director of Outreach & Advancement 1819 Bay Scott Circle, Ste 109 Naperville, IL 60540

Questions? Contact Bill Peterson at email address above or by phone at 630-357-2456 x22

Accepted logo formats are: X1A PDF preferred, Illustrator EPS, Photoshop TIFF or JPEG. Silent Samaritans reserves the right to edit or modify the paragraph content used in the program book.

The 13th Annual Silent Samaritans Breakfast

SPONSORSHIP RESPONSE FORMThursday, April 16, 2020 | Naperville Marriott Hotel

Silent SamaritansWomen Helping Women

Sponsorship form, logo, and ad artwork due no later than March 27, 2020.

Samaracarecounseling.org

SAMARACARE BOARD MEETING DATES – FY 20 DATE TIME MEETING TYPE LOCATION 7/25/19 7:00 pm Regular Board Meeting Naperville Center 8/29/19 6:00 pm GETTING TO KNOW

YOU Winnetka Center

9/26/19 7:00 pm Regular Board Meeting Teleconference 10/12/19 8:30 am-1:00 pm STRATEGIC PLANNING

RETREAT Southminster Pres. Church, Arl. Hts.

10/24/19 7:00 pm Governance Committee Meeting

TBD

11/21/19 7:00 pm Regular Board Meeting Teleconference 1/23/20 7:00 pm Regular Board Meeting Teleconference 2/27/20 7:00 pm Governance

Committee Meeting TBD

3/26/20 7:00 pm Regular Board Meeting Teleconference 4/23/20 7:00 pm Governance

Committee Meeting TBD

5/__/20 7:00 pm Finance Committee Meeting

TBD

5/28/20 7:00 pm Regular Board Meeting Teleconference

Teleconference Dial-In Information: To be provided at later date.

Getting to Know You Event Who: All Board Members and Key Staff When: 8/29/19; 6:00pm- ? Location: SamaraCare-Winnetka What: Meet & Greet, Tour, Dinner Strategic Planning Retreat Who: All board members and key staff When: 10/12/19 from 8:30 am to 1:00 pm Location: Southminster Presb Church, Arlington Hts. What: Develop new multi-year Strategic Plan

1819 Bay Scott Circle, Naperville, IL 60540 (630) 357-2456 Revised February 10, 2020

BOARD ROSTER – FY 20 (7/1/19 – 6/30/20)

OFFICERS Amanda Hartley (Larry) Board Chair 8S140 Indiana Ave. Naperville, IL 60540 Cell: 630-640-0950 ahart0425@aol.com 2nd term expires 2/2022 Patricia (Patty) Carl (Jason Liu) Board Vice Chair 844 Woodlawn Ave. Naperville, IL 60540 Cell: 630-770-6291 pacarl2002@gmail.com Retired, SVP, FTD Companies 1st Term expires: 6/2022 Mary Lynn Hoffer (Dean) Board Treasurer 23019 Joyce Ln. Naperville, IL 60564 Home phone: 630-416-1029 Cell phone: 630-347-0171 Work phone 630-548-5241 (direct) mhoffer@dhjj.com Principal, DHJJ 1st term expires 6/2021 Debra Alexander (Richard) Board Secretary 30926 Leesley Ct. Libertyville, IL 60448-1088 Cell: 847-975-0859 Home: 847-367-5893 dalexander@d56.org Retired, School Principal 2nd Term Expires: 6/2020

MEMBERS AT LARGE John Gallagher (Jeannette) 23W 271 Creek Ct. Naperville, IL 60540 Cell: 630-362-5105 Work: 630-305-7909 jjmg4423@comcast.net President, Exterior Designs, Inc. 1st term expires 9/2020

Edward (Ed) Graham (Linette) 1094 Pomona Ct. Napervill, IL 60540 Work: 630-357-2333 Cell: 630-63-2354 Personal: epgraham23@yahoo.com Business: epgraham@graham-law.com Atty, Law Offices of Edward P. Graham, Ltd. 1st term expires: 12/2022 Cynthia Hessemer (On Medical Leave) Gary Holland (Kathy) 726 McKinley Ave. Libertyville, IL 60048 Work: 847-680-9930 Cell: 847-367-6254 grh@hollandsafety.com President, Holland Safety Equip. 2nd term expires: 6/2022 Jane Trueheart Huels (Stephen) 804 Prospect Ave. Winnetka, IL 60093 Home: 847-784-1063 Cell: 847-226-8664 janehuels@msn.com Retired 2nd term expires: 6/2022 Melvin Kim (Kimberly) 2276 Pontiac Circle Naperville, IL 60565-3296 Cell: 630-776-4973 Work: 773-707-0299 meljkim@comcast.net Program Officer, J.R. Albert Fdn. 2nd term expires 6/2020 Richard (Dick) Mentzinger 948 S. Green Bay Rd. Lake Forest, IL 60045-3936 Home: 847-234-2139 Cell: 224-436-3459 richardmentzinger@gmail.com Retired, Marketing/Sales, GE 2nd term expires: 6/2022

Kerry Quirin (Mark) 1240 Andrus Ave. Downers Grove, IL 60516 Work: kerry@seniorlivingexperts.com Work: (630) 800-7865 1st term expires: 1/2023 Beth Sack 307 Waterbury Circle Oswego, IL 60543 Cell: 708-254-5841 Work: 630-646-8057 bsack70@aol.com Mgr, Addiction Services, Linden Oaks Behavioral Health 2nd term expires 5/2022 Annette Roder-Zulawski (Dave) 1237 Holly Ct. Downers Grove, IL 60525 Home: 630-241-2154 Cell: 847-331-0827 annette.zulawski@gmail.com Executive/Leadership Coach 1st term expires: 5/2021 William (Bill) Smith (Kedra) 13729 Savanna Dr Plainfield, IL 60544-7465 Cell: 312-310-1644 whsmith2@gmail.com CEO, Knockerball USA 1st term expires: 11/2022 Elizabeth (Liz) Tanner (Duane Landolt) 904 Cali Ct. Libertyville, IL 60048-8621 Home: 847-680-8621 Cell: 224-234-7646 Retired, Abbott Laboratories tanneea@comcast.net 1st term expires: 10/2022 PRESIDENT & CEO Scott Mitchell (Barbara) 2533 Kelly Dr. Woodridge, IL 60517 Cell: (630) 263-2533 Work: (630) 357-2456 x-29 smitchell@samaracarecounseling.org

Welcome to the SamaraCare Board of Directors! We appreciate your willingness to serve as well as the commitment to our important mission. SamaraCare is different from other area mental health non-profits because it offers the option of spiritually-integrated care for those interested in that approach. As you know, we remain dedicated to making mental health services affordable and accessible by providing fee subsidy assistance to clients with financial limitations through our Mental Health Access Program. We believe your skills and experience will be an asset to the organization and look forward to having you on the team. We strive to have a Board that embraces the culture of the new generation of nonprofit standards and are confident you will find this a rich and rewarding experience. As a director, you and your fellow board members are responsible for the strategic, legal and fiduciary categories of SamaraCare, while maintaining a commitment to the mission. This includes establishing our strategic direction, ensuring compliance with all applicable legal requirements, and keeping SamaraCare financially healthy. This manual will help you understand your rights and responsibilities as a director, so you can carry out these duties effectively. Please refer to it when you have questions about Board service. As a Board member of a non-profit organization, there are three inherent responsibilities that you are expected to take on--namely, that you give freely of your time, your talents, and your treasure. Please anticipate spending time to represent SamaraCare in the community at events, activities, and fundraisers. In addition, you will be needed on board committees and to attend board meetings. You will also be asked to share your professional knowledge and expertise. Finally, you will be asked to make a personal financial commitment to the organization and assist in our major fundraising campaigns. By meeting these responsibilities, you will help ensure that we succeed in our mission. Before you begin reviewing this manual, please remember you are not alone. This work will be done in community, drawing from the collective expertise of your fellow directors and senior administrative leadership. Together, we will also rely on professionals retained by the organization including our legal counsel, independent auditor, insurance broker and billing agency, accrediting agency as well as others. Again, thank you for your willingness to serve as a member of SamaraCare’s Board of Directors. Many exciting challenges lie ahead, and we are grateful for your participation. Thank you for joining us.

Sincerely,

Rev. Dr. Scott Mitchell, M.Th., Psy.D.

President & CEO