John a Coleman School

“THE SISTERS OF CHARITY MINISTRY NETWORK, INC., AS SOLE CORPORATE MEMBER OF THE JOHN A. COLEMAN SCHOOL, has the following reserved power: (a) To change the mission and purposes of the Corporation for which it was and is formed to exist and to assess the effectiveness of the fulfillment of the Corporations mission; (b) To approve any acquisition, purchase, sale, mortgage, lease, transfer or encumbrance of the real assets of the Corporation that exceeds an amount set from time to time by the Member; (c) To approve any petition, prior to its acceptance by the Board of Trustees for its submission to the Board of Regents, to change the Charter of the Corporation; (d) Election of the Board of Trustees; (e) Removal of any Trustee, with or without cause; (f) To amend, restate or modify the provisions of the Bylaws of the Corporation; (g) To approve the dissolution, merger, consolidation or liquidation of the Corporation or the sale of all or substantially all of its assets.”

“THE BOARD OF TRUSTEE HAVE ASSIGNED THE RESPONSIBILITY TO REVIEW AND APPROVE THE FORM 990 TO THE AUDIT COMMITTEE. THE AUDIT COMMITTEE IS COMPRISED OF three INDEPENDENT TRUSTEES, ONE OF WHOM IS DEEMED TO BE THE FINANCIAL EXPERT AND THE OTHERS KNOWLEDGEABLE IN FINANCIAL AND COMPLIANCE MATTERS. THE AUDIT COMMITTEE RECEIVES AN ELECTRONIC DRAFT COPY OF THE FORM 990 PRIOR TO A SCHEDULED AUDIT COMMITTEE MEETING FOR WHICH THE FORM 990 IS A SCHEDULED AGENDA ITEM. THE AUDIT COMMITTEE MEMBERS' QUESTIONS RELATING TO THE FORM 990 CONTENTS ARE DISCUSSED WITH FINANCIAL MANAGEMENT AND ANY AUDIT COMMITTEE MEMBERS' QUESTIONS MUST BE RESOLVED PRIOR TO AUDIT COMMITTEE APPROVAL FOR THE FORM 990 TO BE FILED. AN ELECTRONIC COPY OF THE APPROVED FINAL FORM 990 IS PROVIDED TO ALL THE MEMBERS OF THE GOVERNING BODY BEFORE IT IS SUBMITTED TO THE IRS.”

“The john a. Coleman school requires that its trustees, officers, and the employees make decisions solely on the basis of a desire to promote the best interests of the school and avoid conflicts of interest when acting on behalf of the school. Similarly, the school trustees, officers, and employees are prohibited from using their respective positions within the organization or information obtained relating to the school to achieve a direct/indirect personal benefit, financial or otherwise. A potential conflict of interest will be deemed to occur when an individual's personal or private interests might lead an independent observer to reasonably question whether the individual's actions or decisions on behalf of the school are influenced by personal considerations, financial or otherwise. An actual conflict of interest will be deemed to occur where it reasonably appears that decisions made on behalf of the organization by a trustee, officer, or employee were influenced by the trustee, officer, or employees' direct or indirect personal or financial interest in an entity that transacts business with or competes against the school for receipt of gifts, entertainment or other favors from any individual or entity that does business with or competes against the school. The school requires that proposed compensation arrangements for all trustees, officers, and key employees, and all proposed initial or renewal contracts and transactions that may implicate the personal or financial interests of any of its trustees, officers, employees, or their immediate families be reviewed and duly authorized by the board of trustees. All compensation arrangements will be in compliance with the school's policies and missions and applicable laws, including but not limited to the tax and other requirements relevant to tax exempt organization. Any time a transaction, contract, or compensation arrangement that may give rise to a conflict of interest is scheduled to come before the board of trustees, each trustee, officer, or employee who may have a conflict of interest must make known the interest that gives rise to the conflict, whether by written statement or otherwise, and disclose all material facts about the conflict. After disclosure of the interest and all material facts and after any discussions, the trustee, officer, or employee must leave the meeting while the remaining trustees discuss the information and make a determination if a conflict of interest exists. The minutes of the meeting will reflect that a disclosure was made and the trustee, officer, or employee was absent during both the discussion and any voting on the transaction, contract, or compensation arrangement. The chairperson of the board or designee will appoint a disinterested person or committee to investigate and report to the board of trustees alternatives to the proposed transaction, contract, or compensation arrangement. Based upon the information provided by the disinterested person or committee, the board of trustees will make a determination of whether the school can obtain a more advantageous transaction or more reasonable arrangement from an entity or person that would not give rise to a conflict of interest. If the board has reasonable cause to believe that a trustee, officer, or employee has failed to disclose a conflict of interest, it will inform the individual of the basis for belief and afford the individual to explain the failure to disclose. The board may take whatever follow up action it deems necessary and, at its options, may void a transaction, contract, or arrangement where a conflict of interest exists that has not been disclosed. Any trustee, officer, or employee who finds or suspects a violation or this policy must immediately report the conduct to the supervisor or the compliance officer. Any employee or agent may report conduct that may be in violation of this policy through the school's confidential reporting system.”

“EXECUTIVE COMPENSATION, INCLUDING SALARY, BONUS, AND BENEFITS, FOR THE PRESIDENT AND OTHER KEY EMPLOYEES WILL BE REVIEWED AND RECOMMENDED BY A SUB-COMMITTEE OF THE BOARD OF TRUSTEES. NO MEMBER OF THE SUB-COMMITTEE WILL PARTICIPATE IN OR ECONOMICALLY BENEFIT FROM THE PROPOSED COMPENSATION ARRANGEMENT, BE A FAMILY MEMBER OF THE EMPLOYEE, OR BE IN AN EMPLOYMENT RELATIONSHIP WITH RESPECT TO THE PARTICULAR EMPLOYEE UNDER WHICH THE MEMBER IS SUBJECT TO DIRECTION OR CONTROL BY THE EMPLOYEE, OR HAVE A MATERIAL FINANCIAL INTEREST THAT WILL BE AFFECTED BY THE PROPOSED COMPENSATION PACKAGE, OR RECEIVE ECONOMIC BENEFITS THAT ARE SUBJECT TO APPROVAL BY THE EMPLOYEE. RECOMMENDATIONS WILL THEN BE FURNISHED TO THE HUMAN RESOURCES DIRECTOR FOR REVIEW AND PROCESSING. PRIOR TO MAKING ITS DECISION, THE SUB-COMMITTEE WILL OBTAIN RELEVANT INFORMATION SUFFICIENT FOR DETERMINING THAT COMPENSATION ARRANGEMENT IN ITS ENTIRETY IS REASONABLE, SUCH AS THE COMPENSATION PACKAGES OF SIMILARLY SITUATED TAX-EXEMPT OR TAXABLE ORGANIZATIONS FOR SIMILAR POSITIONS, THE AVAILABILITY OF SIMILAR SERVICES IN THE GEOGRAPHIC AREA, CURRENT COMPENSATION SURVEYS COMPLIED BY INDEPENDENT FIRMS, OR ACTUAL WRITTEN OFFERS FROM SIMILAR INSTITUTIONS FOR THE SERVICES OF THE EMPLOYEE. THE SUB-COMMITTEE WILL ACCURATELY RECORD MINUTES AND COMMENT ON THE DETERMINATION OF THE KEY EMPLOYEE COMPENSATION PACKAGE BEFORE THE LATER OF THE NEXT SUB-COMMITTEE MEETING OR 60 DAYS AFTER THE FINAL ACTION IS TAKEN. THE DOCUMENTATION WILL INCLUDE THE TERMS OF THE COMPENSATION PACKAGE AND THE DATE IT WAS APPROVED, THE NAMES OF THE SUB-COMM1TTEE MEMBERS WHO WERE PRESENT DURING THE DISCUSSIONS AND THOSE WHO VOTED IN AGREEMENT WITH THE COMPENSATION RATE, THE COMPARABLE DATA OBTAINED AND RELIED UPON BY THE SUB-COMMITTEE, AND HOW THE DATA WAS OBTAINED, ANY ACTIONS TAKEN WITH RESPECT TO CONSIDERATION OF THE TRANSACTION BY ANYONE WHO IS A USUAL MEMBER OF THE SUB-COMMITTEE BUT HAD A CONFLICT OF INTEREST AND REMOVED HIMSELF FROM THE ACTIONS OF THE SUB-COMMITTEE, AND IF APPLICABLE, THE REASONS WHY THE SUBCOMMITTEE DETERMINED A REASONABLE COMPENSATION RATE TO BE HIGHER OR LOWER THAN THE COMPENSATION PACKAGES OF COMPARABLE PUBLIC CHARITIES. NO COMPENSATION OF ANY KIND SHALL BE PAID TO THE SCHOOL'S BOARD OF TRUSTEES. An independent third party consultant compensation review is performed periodically.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“Center, st. Elizabeth seton childrens foundation ltd. And childrens rehabilitation center inc. Form 990, part vi, section a, line 6: john a. Coleman school is a membership corporation whose sole corporate member is the sisters of charity ministry network, inc.”