Scholarship America Inc

“Bylaws were amended during the tax year. The amendment included a significant change as defined by the form 990 instructions. The immediate past chair board of trustees officer position was changed to an optional position. While it is the intent to have an immediate past chair, the decision to seat an immediate past chair, or not, shall ultimately be decided by the board chair and the governance committee chair with unanimous approval by governance committee members.”

“Scholarship america has an advisory group called the honor roll trustees (hrt's). The hrt group is comprised of former board members who have been off the board for at least one year and were subsequently elected by the board to join this advisory group. The hrt group elects one of its members to serve a two year term on the board. The group also serves an advisory role for the president and staff of scholarship america.”

“The audit committee meets, reviews, and approves a draft of the form 990. The results of their review are then shared for full board approval before it is filed with the irs.”

“Annually, all board members and employees sign the conflict of interest disclosure form. Contracts, relationships and transactions where a potential conflict of interest exists may be authorized if the following standards are adhered to: a) only individuals who do not have a potential conflict of interest with respect to the proposed contract, relationship, or transaction are authorized to approve such contract, relationship, or transaction; b) the covered person who has the potential conflict of interest shall neither vote on, nor use personal influence with respect to, nor participate in (other than to present factual information or respond to questions), the discussions or deliberations relating to such contract, relationship, or transaction and, where approval by the governance committee is required, shall not be counted in determining the presence of a quorum; c) the material facts relating to the contract, relationship, or transaction shall be fully disclosed to the governance committee or the president/ceo, as appropriate, and the governance committee or the president shall obtain and rely upon appropriate data as to the comparability of the contract, relationship, or transaction with appropriate external standards for contracts, transactions, or relationships involving fair market value and arm's length bargaining; and d) the governance committee or the president/ceo, as appropriate, concurrently with the approval of the contract, relationship, or transaction shall document the basis for the determination reached by noting: 1. The terms of the contract, relationship, or transaction and the date of approval; 2. The individuals present during discussion and those who voted; 3. Comparability data obtained and relied upon; 4. Actions taken by any covered person who has a conflict of interest with respect to the contract, relationship, or transaction.”

“The compensation committee is comprised of independent members of the board of trustees who obtain research and information to make a recommendation to the full board for the compensation of the president/ceo, other officers, and highly-compensated employees based on a review of appropriate comparability data that documents compensation levels and benefits for similarly qualified individuals in comparable positions at similar organizations. To approve the compensation for the president/ceo, other officers, and other highly-compensated employees, the board must document how it reached its decisions, including the data on which it relied, in minutes of the meeting during which the compensation was approved. Documentation will include: a) a description of the compensation and benefits and the date it was approved; b) the members of the board who were present during the discussion about compensation and benefits, and the results of the vote; c) a description of the comparability data relied upon and how the data was obtained; and d) any actions taken (such as abstaining from discussion and vote) with respect to consideration of the compensation by anyone who is otherwise a member of the board but who had a conflict of interest with respect to the decision on the compensation and benefits. This process was most recently undertaken in 2021 for the president/ceo, cfo, and highest compensated employees for compensation packages for 2022.”

“The annual report, annual audit report, and form 990 are available to the public on the organization's website. The articles of incorporation and bylaws are available to the public upon request. The conflict of interest policy is not currently available to the public.”

“Contributions received and scholarships awarded include amounts that scholarship america does not have final variance power over. This reporting is consistent with prior year reporting.”

“Contributions received and scholarships awarded include amounts that scholarship america does not have final variance power over. This reporting is consistent with prior year reporting.”

“Neither the oversight process for the audit or the selection process of the independent accountant changed during the tax year.”