The Winston Preparatory School

“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 meeting, 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 - 50 broad street, new york, ny 10011. Beth sugerman - 50 broad street, new york, ny 10011. Daniel degnan - 50 broad street, new york, ny 10011. Bill dehaven - 50 broad street, new york, ny 10011. Gregory koehlert - 50 broad street, new york, ny 10011. Jenni freedman - 50 broad street, new york, ny 10011. Richard cohen - 50 broad street, new york, ny 10011. Robert smith - 50 broad street, new york, ny 10011. Andrea geisser - 50 broad street, new york, ny 10011. Joe rault iii - 50 broad street, new york, ny 10011. Henson orser - 50 broad street, new york, ny 10011. Laurie zollinger - 50 broad street, new york, ny 10011. Jennifer gabler - 50 broad street, new york, ny 10011. Suzanne engel - 50 broad street, new york, ny 10011. Meryl gluck - 50 broad street, new york, ny 10011. Elizabeth dehaven - 50 broad street, new york, ny 10011.”

“Interst rate swap hedge -343,104.”

“The organization has not changed its oversight process from the prior year.”