The Reece School

“Effective june 2020, the organization amended its bylaws to convert to a membership organization with the ellen reece lagacy corp. Serving as the organization's sole member.”

“The organization's sole member is the ellen reece legacy corp.”

“The organization's sole member has the authority to elect directors of the governing board.”

“The following actions require the approval of the organization's sole member: election of board members; election and removal of officers; and amending the by-laws.”

“The school has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the form 990 has been prepared, reviewed by management and is ready to be filed with the internal revenue service, it is electronically sent to the board for approval. Once the board has approved the return it is filed with the internal revenue service.”

“At the annual meeting of the board, the conflict of interest policy is reviewed with the officers and trustees. Annually, each officer and trustee is required to sign a statement indicating whether conflicts may exist, including an agreement to disclose any conflicts that may arise in the interm. In addition to the annual statements required by this policy, a trustee, officer, key employee, or designated professional staff member, must disclose to the audit committee the existence of a personal interest that may give rise to a conflict of interest, and must be given the opportunity to disclose all material facts to the audit committee. A key employee (or any professional staff member designated by the board) may disclose this interest to the executive director who may address the issue directly or refer it to the audit committee, but if the executive director deals directly with the report of a conflicting interest, he will report his determination to the audit committee prior to the next meeting of the board. At a regular or special meeting of the audit committee, the interested trustee or officer (or, upon referral of the executive director, the key employee or other designated professional) shall disclose the financial or other personal interest giving rise to the conflict and all material facts. The following conditions will apply: a) the interested individual shall not attempt to influence the committee deliberation or voting related to the transaction or arrangement. B) after the presentation, the interested individual shall leave the meeting during the discussion of, and the vote on, any such transaction or arrangement. C) after review, the audit committee shall determine by a majority vote of the disinterested members, whether a conflict of interest exists and whether the transaction or arrangement involving a possible conflict of interest is in the corporation's best interest and whether it is fair and reasonable. It shall then make its decision as to whether to approve the proposed transaction or arrangement. Because the corporation relies upon trustees who are actively engaged in the community, it is not unusual for its trustees to be on the volunteer governing boards of not for profit organizations with which the corporation may undertake transactions. In such cases, the trustee must disclose the relationship, may present any relevant information, but must leave the room for discussion and voting upon that particular transaction.”

“The school's labor and hr matters are reviewed by reece legal counsel. A review of the executive director's and cfo's compensation and medical benefits is conducted by the board of trustees' compensation committee. The compensation committee also reviews a compensation survey for health beenfits and regional numbers issued by nysed is considered to guide compensaton. The board calculates the executive salaries based on the rsu (rate setting unit) methodology and the executive compensation survey, and put their determination in a five-year contract. The board also reviews the counsel's report and votes on the recommendation. Approval of the final determination of compensation for the officers is documented in the board minutes. The last compensation review process was undertaken in 2018.”

“The school makes its form 990 available for public inspection as required under section 6104 of the internal revenue code. The return is posted on guidestar.org and other similar types of websites. In addition, the financial statements, conflict of interest policy, articles of incorporation and by-laws are also available upon written request.”

“The school has a finance committee that assumes responsibility for the audit of its financial statements and the selection of an independent accountant. This selection process has not changed from prior years.”