Cooke School and Institute

“The draft of the form 990 was emailed to each member of the board of trustees after it was prepared. Any issues were discussed with the finance department and the final draft was then reviewed and approved by the full board of trustees.”

“Cooke school and institute adheres to high standards of ethical conduct in its governance and operations. Each member of the board of trustees of cooke school and institute has fiduciary obligations to cooke school and institute that requires acting with due care and acting without personal or financial interest. Cooke school and institute seeks to ensure that members of the board of trustees, staff and consultants do not use their relationship with cooke school and institute for personal gain. Accordingly, members of the board of trustees, staff, and consultants have a continuing obligation to disclose any personal interest, relationship, or holding that could potentially result in a conflict of interest. Each board member completes a questionnaire concerning conflicts of interest annually, and on changes of circumstances, which is reviewed by the general counsel and the governance committee. In addition, the conflict of interest policy requires an interested board member to promptly disclose to the chair all material facts relating to any actual, potential or perceived conflict of interest. The nominating and governance committee will evaluate the disclosures to determine whether they involve actual conflicts. The interested board member must recuse himself or herself from discussion and voting relating to the matter. However, as a member of the board or committee, the interested board member may be counted in determining the establishment of the quorum at such a meeting. Cooke school and institute may enter into a transaction or arrangement in which a board member has a conflict of interest only if at a duly held meeting of the board or committee of the board, a majority of those board members or committee members (if a quorum is present at such time) who have no interest in the transaction or arrangement approve the transaction or arrangement after determining, in good faith and after reasonable inquiry, that (1) the transaction is fair and reasonable to cooke school and institute and in its best interest, (2) the transaction or arrangement furthers cooke school and institute's charitable purposes, and (3) the transaction does not result in private inurement, an excess benefit transaction or impermissible private benefit under laws applicable to organizations exempt from federal income tax under section 501(c)3 of the internal revenue code. The minutes of the board of cooke school and institute or any committee meeting during which a potential or actual conflict of interest is discussed will reflect the name of the interested board member(s), the nature of the conflict and the deliberations of the disinterested trustees. If the board has reasonable cause to believe that a board member has failed to comply with this policy, the board may make such further investigation as may be warranted in the circumstances and if the board determines that the board member has in fact failed to comply with this policy, it will take appropriate action in accordance with law and cooke school and institute's certificate of incorporation and by-laws, which may include removal from office. Annually board members must affirm that they have read, understand and have and will continue to adhere to this conflict policy.”

“IN DETERMINING 2023-24 SALARY INCREASES FOR EXECUTIVE LEADERS (FRANCIS TABONE, DALE SANTOS, DEBBIE COOPER, AND MICHAEL EATON), THE COMPENSATION COMMITTEE REVIEWED (I) THE SALARY HISTORY OF THE EXECUTIVE LEADERS, (II) EXECUTIVE COMPENSATION COMPARABLES FROM OTHER SCHOOLS, (III) THE SALARY INCREASES GIVEN TO FACULTY AND STAFF, AND (IV) BOARD MEMBERS OBSERVATIONS OF EXECUTIVE TEAM PERFORMANCE. THE REVIEW WAS CONDUCTED IN June 2023.”

“These documents are available on request. Requests can be made through the organization's website.”