The Winston Preparatory School

“Clarifies that the organization is authorized to have one school at four locations and it is now classified as a "charitable corporation" under the npcl. Adds the ability of the corporate to "merge" with another entity, including another "education corporation" (previously banned). Adds videoconferencing, conflicts of interest policy and trustee questionaire. Clarifies that the "principal" officers (president, vice president, secretary and treasurer) are elected at the annual metting, an employee may not serve as president, and officers include the executive director ("exec. Dir.") and chief financial officer ("cfo"). Clarifies that the treasurer may delegate functions to the cfo, exec. Dir. Attends all meetings, and the exec. Dir. And cfo each serve until removal, retirement, or resignation, subject to contract provisions. Adds that the chief operating officer ("coo"), is appointed by the exec. Dir., serves at his discretion, and may be removed with or without cause. Adds checks may be signed and endorsed by the cfo, and the exec. Dir., cfo and coo may sign all contracts, subject to enumerated conditions. Clarifies that the executive committee has five persons, there are only three standing committees - budget, goverance and audit, and each has three members, unanimous voting is required.”

“A copy of the form 990 was provided to the audit committee of the governing body before it was filed for review and approval.”

“A contract or transaction need not be void or voidable solely because the contract or transaction is: (a) between the corporation and one or more of its trustees or officers, (b) between the corporation and an unrelated corporation, firm, association or entity ("third party"), and one or more of the corporation's trustees or officers is also a trustee or officer of such third party or has a substantial financial interest in such third party, contract or transaction, or (c) presented for authorizing vote at a board or committee meeting where the trustees or officers described in (a) or (b) ("interest persons") are present for all or part of such meeting. Such contract or transaction shall be duly authorized upon affirmative vote at such meeting, provided: (a) there is good faith disclosure of the material terms of the contract or transaction and the financial or other interest and affiliation of the interested persons in the contract, transaction or third party, (b) the vote authorizing such contract or transaction is sufficient without the vote of such interested persons, (c) such interested persons affirmatively recuse themselves from voting upon such contract or transaction, and (d) the trustees or committee members who approve the contract or transaction determine it to be fair, reasonable and in the best interest of winston. Interested persons may be counted in determining the presence of a quorum at a meeting of the board or committee which authorizes such contract or transaction.”

“The governing body appoints a compensation committee to review and approve compensation for the organization's executive director and top management official. The organization's executive director and top management official review and approve compensation for the organization's other officers and key employees.”

“Form 990 is available for public inspection on the website "www.guidestar.com or upon request.”

“Form 990 is available for public inspection on the website "www.guidestar.com or upon request.”

“Scott bezsylko - 126 west 17th st, new york, ny 10011. Beth sugerman - 126 west 17th st, new york, ny 10011. Daniel degnan - 126 west 17th st, new york, ny 10011. Bill dehaven - 126 west 17th st, new york, ny 10011. Gregory koehlert - 126 west 17th st, new york, ny 10011. Jenni freedman - 126 west 17th st, new york, ny 10011. Heide loefken - 126 west 17th st, new york, ny 10011. Robert smith - 126 west 17th st, new york, ny 10011. Andrea geisser - 126 west 17th st, new york, ny 10011. Joe rault iii - 126 west 17th st, new york, ny 10011. Lawrence jacobs - 126 west 17th st, new york, ny 10011. Richard cohen - 126 west 17th st, new york, ny 10011. Henson orser - 126 west 17th st, new york, ny 10011. Beverly emmons - 126 west 17th st, new york, ny 10011. Laurie zollinger - 126 west 17th st, new york, ny 10011. Jennifer gabler - 126 west 17th st, new york, ny 10011. Christopher dark - 126 west 17th st, new york, ny 10011. Peter simon - 126 west 17th st, new york, ny 10011. Meryl gluck - 126 west 17th st, new york, ny 10011. Elizabeth dehaven - 126 west 17th st, new york, ny 10011. Suzanne engel - 126 west 17th st, new york, ny 10011. Mame schrager - 126 west 17th st, new york, ny 10011.”

“Interst rate swap hedge -88,541.”