The Whitby School Incorporated

“The board of directors amended the by-laws in september 2024. The changes to the by-laws include an update to the maximum number of elected board trustees and update to the responsibilities of the organization's finance committee.”

“The form 990 is reviewed jointly by the director of finance, operations and human resources, financial consultant, and tax counsel for accuracy and completeness. Then a copy of the form 990 is given to the finance committee and discussed at a meeting. Comments from the reviewers are gathered and edits are addressed. A public copy of the form 990 is then provided electronically to all members of the board for review prior to a board meeting where the draft is further discussed. Board members approve the public form 990 for approval.”

“Each person serving as a trustee, key employee or officer of the whitby school is required to review a copy of the conflict of interest policy and to complete the conflict of interest disclosure form when they join the board or a committee and agree to comply with it. The governance committee reviews all potential conflicts of interest and makes recommendations to the board if any conflicts arise for further discussion and action. If at any time the governance committee determines that an actual or possible conflict of interest exists, the governance committee is to take the steps it deems necessary to protect the interests of the school. If an interested person believes that he or she has a conflict of interest, such person must recuse himself or herself from all further discussions with respect to the matter giving rise to the conflict of interest and will not vote on any matters with respect thereto.”

“When a contract for an executive official at whitby is created, the contract is created using input from comparable positions at other schools. The board also utilizes, form 990 filing from other schools and the fairchester survey of hos compensation and adjusts comparison data based on geography and student body size. Further, per the school's bylaws, the head of school support and evaluation committee of the board reviews the performance of the head of the school on a periodic basis, no less often than annually or such shorter time period as may be prescribed in the employment agreement between the head of the school and the school. Terms of employment and compensation are subject to the approval of the board. This information is documented in board minutes. Other key employee employment agreements and compensation is determined by the head of school utilizing comparable market information, other schools 990 information and the fairchester annual survey.”

“The organization makes its form 990, audited financial statements, governing documents and conflict of interest policy available upon written request.”

“The organization has a finance committee that assumes responsibility for the oversight of the audit of its financial statements and the selection of an independent accountant. This process did not change from the prior year.”