J G B Education Services

“Effective december 23, 2013, the by-laws of the corporation were amended to change the duties and composition of the organization's officers, quorum requirements of the directors and the scope and duties of various board committees.”

“The jewish guild for the blind d/b/a jewish guild healthcare is the sole member of jgb education services (ed).”

“The sole member elects the board members of ed on an annual basis.”

“The form 990 is prepared by the finance department and reviewed by the organization's outside auditors. The form is then reviewed in detail by a committee of the board. After its approval, a copy of the form is distributed to the full board for review prior to its filing with the internal revenue service.”

“The organization's conflict of interest policy applies to all officers, directors and employees of the organization. A disclosure questionnaire concerning financial interests and any other potential conflicts of interest and related issues is completed by each director, officer, and employee on an annual basis. Notwithstanding submission of the applicable questionnaire, each director, officer or employee has a continuing duty to disclose any potential conflicts of interest promptly upon coming into possession of any information concerning a potential conflict of interest or any changes in the information requested in the questionnaire. Any potential conflict of interest shall be disclosed to the audit committee of the board, or, when the matter is then under consideration by the board or the executive committee, to the board or executive committee, respectively. Neither the audit or executive committee, nor the board shall generally approve any transaction giving rise to a potential conflict of interest. However, in exceptional circumstances, the audit committee, the executive committee or the board may determine that based on a consideration of price, quality, expertise and other relevant factors, there is no transaction that is available or feasible as an alternative to the proposed transaction and such transaction is fair and reasonable and in the organization's best interest. Under such circumstances, the audit committee, the executive committee, or board may approve such transaction (subject, in the case of the audit committee, to the approval of the executive committee or the board). Such consideration and action shall be contemporaneously recorded and shall be reflected in the appropriate meeting minutes. A director, officer, or employee with a potential conflict of interest shall not be counted in determining the quorum for, seek to influence, participate in, or be present during any deliberations or vote of the audit committee, executive committee or the board regarding the transaction or potential transaction giving rise to the potential conflict of interest. Neither the audit committee, executive committee nor the board shall approve any transaction giving rise to a potential conflict of interest by less than a majority vote of committee (or board) members present at the meeting. The disclosure of a potential conflict of interest and the resolution of such potential conflict of interest shall be recorded in the minutes of the meeting of the audit committee, or the executive committee or board at which the matter was presented or discussed.”

“The compensation committee, which is comprised of guild and affiliate board members, reviews salary data from comparable organizations that has been reviewed by our auditors and attorneys for accuracy, completeness and compliance with applicable regulations and statutory requirements. Based upon their review of this data, and other relevant information including specific job performance, the committee determines appropriate compensation for the ceo, and other senior executives at a meeting at which the auditors and attorneys are present. Minutes of the committee's meetings are maintained. This process was conducted in 2013.”

“The form 990 is available on the guild's website. A copy of the form 990, governing documents, conflict of interest policy and financial statements are available upon request.”

“A portion of the officers compensation paid by the jewish guild for the blind d/b/a jewish guild healthcare (ein# 13-1623854) has been allocated to jgb education services and other subsidiaries. Jgb education services employees did not receive any direct compensation from jgb education services but did receive compensation from the jewish guild for the blind d/b/a jewish guild healthcare (ein# 13-1623854).”

“The audit committee is responsible for the oversight and selection of independent accountants. There has been no change from the prior year.”