CONSTITUTION As Amended and Restated June, 2018

CONSTITUTION As Amended and Restated June, 2018 Preamble L Arche USA is a non-profit member corporation and country entity ( Country ) of the International Federation of L Arche Communities ( Federation ). Each member community of L Arche USA is a member community of the Federation. L Arche USA and its member communities agree to follow and abide by the International Federation of L Arche Communities Charter, Identity and Mission, Constitution, guidelines, policies and procedures, and agreements, as well as the Constitution, agreements and policies of L Arche USA. L Arche is a global community-based organization where people with and without intellectual and or developmental disabilities share life in communities. Each L Arche community is characterized by mutual relationships, spirituality, services offered for people with intellectual and or developmental disabilities, and public education and public policy. L Arche s vision is to welcome difference and celebrate the gifts of all people. L Arche USA exists to support its member communities, ensure standards, and unite member communities in a common vision and mission. Furthermore, L Arche USA offers formation programs and services for individual members. L Arche USA influences the public s awareness and perception of people living with intellectual and or developmental disabilities, including public policy. Article I Principles L Arche USA embodies the following governance principles, which apply to all member communities and individual members in L Arche in a spirit of mutuality: a. Servant Leadership: Roles and structures of the Federation are at the service of the mission as lived out in our communities. People are called to leadership for limited terms after discernment processes. Those in authority gain wisdom through respectful listening and taking counsel. b. Partnership: Trust and collaboration operate freely within L Arche. The structures are to foster that dynamic and embrace the partnerships among the spiritual, legal, financial, and communal elements. c. Subsidiarity: Matters affecting L Arche are dealt with at the most appropriate level, Constitution (Final April 30, 2018) 1

closest to the people affected. Only when they cannot be solved there are they referred to another level. d. Accountability: When given a responsibility in L Arche and the authority to go with it, accountability is to report back to those who gave the authority. Accountability is about being responsible and being linked to the wider body. It is also about taking responsibility for the consequences of one s actions. e. Participation: Effective communication is essential in L Arche. Processes are defined, published, and open. Wherever practical, they involve the people who implement and are affected by the decision. They include people with and without intellectual and or developmental disability. f. Inculturation: L Arche communities live in different cultures. L Arche embraces this diversity, while engaging in an ongoing process of reciprocal and critical interaction, adaptation and challenge between the community and the culture. g. Solidarity: All in L Arche share a common humanity and a fundamental equality. We have a shared responsibility for each other and are committed to the common good. h. Stewardship: Out of grateful hearts, L Arche seeks to care responsibly for its people, resources, time, and environment. Article II Membership The membership of L Arche USA consists of confirmed member communities and provisional member communities. A community becomes a confirmed or provisional member of L Arche USA as provided in the Bylaws of L Arche USA. Rights and responsibilities for membership are set out in L Arche USA s Community Membership Agreement and L Arche USA Policy Manual ( Policies ) as well as in the Federation Regulations. All member communities are subject to an ongoing evaluation of their membership as provided in the Community Membership Agreement and Policies. 2.1 Confirmed Member Communities Confirmed member communities are those L Arche communities that have met the requirements of the L Arche USA Community Membership Agreement, Policies, and L Arche International s Guide for Founding a L Arche Community, are recognized to be confirmed members by the L Arche USA Board of Directors ("National Board"), in consultation with other bodies, and have signed a Community Membership Agreement. Final decisions on membership are made by the International Leadership Team and affirmed by the Federation s International Stewardship Board. Unless placed on probation pursuant to the Community Membership Agreement, confirmed member communities have a right to vote at the L Arche USA National Assembly, the Extended Leadership Team and at the Federation Assembly. 2.2 Provisional Member Communities Provisional member communities are those L Arche communities that have met the requirements of the L Arche USA Community Membership Agreement, Policies, and L Arche International s Guide for Founding a L Arche Community, are recognized to be provisional Constitution (Final April 30, 2018) 2

members by the National Board, in consultation with other bodies, and have signed a Community Membership Agreement. A provisional member is described in the L Arche International Guide for Founding a L Arche Community as a probationary community. Final decisions on membership are made by the International Leadership Team and affirmed by the Federation s International Stewardship Board. Provisional members participate fully in the discussions and structures of L Arche USA but may not vote at the L Arche USA National Assembly, the Extended Leadership Team or at the Federation Assembly. 2.3 Membership Policies and Agreements Membership policies and agreements between the Federation, countries, and communities set out the rights and responsibilities of membership. The L Arche USA National Assembly shall establish policy, procedures and agreements regarding membership of a community. The National Board and National Team are responsible for implementing these policies, procedures and agreements. 2.4 Loss of Membership Membership in L Arche USA and in the Federation ceases by: Removal of community membership under the conditions defined in the L Arche USA Community Membership Agreement and Policies Dissolution of a community Article III National Assembly 3.1 Composition of National Assembly. The L Arche USA National Assembly is comprised of confirmed and provisional member communities subject to section 2.2 above. Other nonvoting, ex officio participants include the National Leader and members of the National Board. The National Leader and National Board, in consultation with the Extended Leadership Team, determine whom else to invite to attend the National Assembly as non-voting participants. This decision will be made in the context of available funding, diversity, geography, role and length of service in L'Arche, and function at the National Assembly. 3.2 Purpose and Role of the National Assembly. The role of the National Assembly is to determine the vision of L Arche USA, reflecting the experience and concerns of Member Communities. Participants will reflect the diversity of our membership. The National Assembly provides overall direction for L Arche USA, reflecting the experience and concerns of the individual members of the communities. The National Assembly reviews, amends, and adopts the foundational and fundamental documents of L Arche USA including without limitation L Arche USA Constitution, articles of incorporation, bylaws, the Policies, and the L Arche USA Community Membership Agreement. The National Assembly approves the national mandate and elects the National Leader, National Board President and the members of the National Board as provided in the Bylaws. It nominates at-large members of the L Arche USA Foundation Board. The National Assembly receives reports on the financial management of L Arche USA and approves the Policies and the L Arche USA Community Membership Agreement and all other policies that affect the obligations of confirmed and provisional members. Constitution (Final April 30, 2018) 3

Article IV National Structure L Arche USA s board, councils, commissions, and leaders are administrative bodies and positions whose authority is derived from L Arche USA s member communities. In addition to the National Assembly (See Article III) and National Board (See Articles V), L Arche USA has the following leadership: 4.1 National Leader(s) The national leader is the chief executive of L Arche USA, supported by and accountable to the member communities through the National Assembly for leading the national mandate; to the National Board for the legal and fiscal integrity of L Arche USA and in between National Assemblies for leading the national mandate; and to the international leaders for the integrity of the Identity and Mission of L Arche within the country, including adherence to the Federation Membership Agreement. The national leader leads and represents L Arche, and carries the authority of the International Federation in the United States. The National Leader may be assisted by a Vice National Leader. The National Leader is selected through a discernment process according to a national policy and led by a discernment team and in accordance with the Bylaws. The National Board creates the discernment team, which consists of one of the international leaders or their appointee, and otherwise consists of a National Board member, a National Team member, a long-term assistant, and/or any other person the international leaders and Board deem appropriate. The discernment team reports to the National Board. The recommendation of the discernment team is voted upon by the L Arche USA National Assembly in accordance with the Bylaws. The term of the National Leader shall be as established in the Bylaws. 4.2 Extended Leadership Team The Extended Leadership Team assists the National Leader(s) to develop and maintain a common vision, process new developments and questions, and ensure unity, coherence and solidarity across L Arche in the United States. The Extended Leadership Team recommends mandatory policies for member communities of L Arche USA to the National Board. Amendments to, deletion of and new policies will equally be recommended by the Extended Leadership Team and approved by the National Board. The Extended Leadership Team is composed of Community Leaders of confirmed and provisional member communities and the National Leadership Team, as defined by L Arche USA s Policy Manual, and shall meet at least every two years. The National Leader(s) shall chair such meetings and may invite additional guests as appropriate. 4.3 Regions L Arche USA is divided into regions, which foster relationships among communities and a sense of belonging to the Federation. The creation of new regions, the name of a region, the modification of boundaries and/or the division of existing regions are determined by L Arche USA s Internal Rules and Regulations. 4.4 Council of Community Leaders The Council is comprised of the community leaders of the confirmed and provisional Constitution (Final April 30, 2018) 4

member communities within a region. The Council brings the Community Leaders of one region together to provide peer support and accountability. It addresses local and national issues and evaluates applications for project status by emerging communities. The person carrying the Federation authority in that region, as defined by L Arche USA s Internal Rules and Regulations, chairs the Council. The Council Chair may invite guests, as appropriate. Councils meet at least once a year in person, with additional meetings, as necessary, by telephone, by internet or video conference, or by other technology provided that all participants are able to communicate with each other. Article V National Board of Directors The National Board has responsibility for the management of the activities and affairs of L Arche USA including a leadership role in policy formulation, fundraising, communications, board development, government relations, oversight and other support of communities of L Arche USA. It monitors the sustainability and health of emerging and existing communities. 5.1 Composition The National Board shall be elected and constituted as provided in the Bylaws. 5.2 Delegated Authorities The Federation has delegated to the National Board specified powers pursuant to a Federation Membership Agreement and Intellectual Property Agreement. The Federation authorizes the National Board to represent and promote the interests of L Arche in the United States. The National Board follows the principle of financial transparency, which includes an obligation to provide to the Federation and communities, upon request, L Arche USA s annual financial accounts. The National Board follows the principle of financial solidarity between communities in the United States and other communities in the Federation of L Arche. The National Board ensures that each community contributes to the costs of the national and Federation structures. The National Board ensures that each community commit itself to the spirit of the Charter and Identity and Mission, and the principles of the International and National Constitutions. The National Board must adopt and ensure compliance with the Community Membership Agreement and Policies, and provide to the Federation such information as the Federation may reasonably require of compliance with such policies and agreements. The National Board will take reasonable steps to protect the intellectual property and brand of L'Arche within the United States. 5.3 Consultative Role The National Board provides advice, counsel and direction as requested by the international Constitution (Final April 30, 2018) 5

leaders or the International Stewardship Board of L Arche. The National Board president serves as an individual member of the Federation Assembly and is invited to attend the Extended Federation Leadership Meeting. Article VI Dispute Resolution L Arche USA member communities, leaders, and board members agree to abide by the L Arche USA Dispute Resolution Policy. Article VII Constitutional Amendments The L Arche USA National Assembly may amend this constitution by a two-thirds vote of the confirmed members present at a National Assembly. Article VIII Dissolution The L Arche USA National Assembly may decide to dissolve L Arche USA by a two-thirds vote. If that occurs, the National Assembly shall make arrangements for the liquidation of the assets of L Arche USA in accordance with the Bylaws. Adopted by the L Arche USA National Assembly, on the 22nd day of April, 2006; amended on the 31st day of May, 2014, and amended and restated on June, 2018. L Arche USA Board Secretary June, 2018 Constitution (Final April 30, 2018) 6