Kieve-Wavus Education Inc

“Henry Kennedy and Sam Kennedy have a family relationship.”

“The Organization adopted the following significant amendments and changes to its bylaws in November 2021. 1. The amended bylaws explicitly state that the Corporation shall have no members, and that the Board of Directors may exercise the rights and powers of members. 2. The amended bylaws explicitly state that every Director in exercising his or her powers and discharging his or her duties shall: (a) act honestly and in good faith with a view to the best interests of the Corporation; and (b) exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances. 3. The amended bylaws change the number of Directors constituting the Board to be not less than three (3) or more than thirty-three. The exact number of Directors shall be fixed from time to time by a resolution adopted by the affirmative vote of a majority of the Directors then in office. Directors shall be elected at the annual meeting of the Directors or as soon thereafter as conveniently possible. 4. The amended bylaws allow that each Director shall be elected for a term of three (3) years and until his or her successor has been duly elected or until his or her earlier death, resignation, or removal. A director is eligible for election for up to four consecutive three-year terms. A Director who has met the term limits herein may be renominated for service on the Board of Directors following a one-year absence from the Board of Directors. For any Director, lifetime service to the organization as a director is limited to eighteen years. The Board may extend by vote the term limit for any Director. 5. The amended bylaws state that the annual meeting of the Organization shall be for the purpose of electing Directors. 6. The amended bylaws mandate that a majority of the Directors must be present to constitute a quorum for the purpose of transacting Organization business. 7. The amended bylaws apply limits on the information actions that Directors may take on behalf of the Organization. Specifically, the amended bylaws mandate that any action that might be taken at a meeting of the Board of Directors or of any committee thereof may also be taken without a meeting if (a) all Directors or committee members are notified in writing of the proposed action, (b) at least three-quarters of the total number of Directors or committee members send written consents to the action to be taken, at any time before or after the intended effective date of such action, and (c) the Secretary, committee chair, or his or her designee receives no written objection to such action from a Director or committee member within 48 hours of the notification to the Directors or committee members. 8. The amended bylaws rephrase the responsibilities and powers of the President of the Organization to be as follows: the President shall preside over all meetings of the Board of Directors. The President shall perform such other duties, and exercise such powers, as from time to time prescribed by these bylaws or by the Board of Directors. 9. The amended bylaws rephrase the responsibilities and powers of the Treasurer of the Organization to be as follows: the Treasurer shall have the custody of all funds, property, and securities of the Corporation, subject to such regulations as may be imposed by the Board of Directors. When necessary or proper, the Treasurer shall endorse on behalf of the Corporation for collection, checks, notes, and other obligations, and shall deposit the same to the credit of the Corporation at such bank or banks or depository as the Board of Directors may designate. The Treasurer shall, in general, perform all duties incident to the office of Treasurer, including a general supervision and control of the accounts of the Corporation, subject to the control of the Board of Directors. 10. The amended bylaws added a new Article VI specifically for the Executive of the Organization, stating the following: The Board of Directors shall hire an Execut”

“The Form 990 is prepared with the assistance of an independent CPA firm. The CPA firm coordinates with key officers and finance personnel of the Organization to prepare review a draft of the Form 990 prior to its filing with the IRS. Once a completed draft of the Form 990 is prepared, the drafted return is sent to the finance and audit committee and other members of the Board of Trustees for their review and consideration; any members of the finance committee, the audit committee, or the board of trustees who are able to vote on or review the Form 990 must be deemed to be external independent trustees, and such persons must also be knowledgeable of the finances of the Organization. As these individuals consider the drafted Form 990, they are given the opportunity to ask questions and to address any concerns with the tax filing or otherwise. Lastly, the finance and audit committees meet with the Organization's engaged independent accountants to discuss the Form 990. Subsequent to this meeting, these committees will then recommend acceptance and filing of the Form 990 to the Organization and Board at large, on or before the IRS filing due date. The full Board of Trustees will issue a formal, recorded vote to accept the Form 990 prior to its filing with the IRS. The majority of the Board of Trustees are provided the Public Disclosure Copy of the Form 990 prior to filing; only key personnel and select trustees and officers review the Complete Copy of the Form 990. The only information contained in the Complete Copy that is not provided in the Public Disclosure Copy are the names and addresses of donors disclosed on Schedule B. All other information disclosed on the Form 990 is made available for the Board's review and comment prior to filing.”

“The Organization requires board members to review and sign a conflict of interest form at the annual meeting each year. Board members are required to report and potential conflicts arising during the ensuing year as they occur.”

“From time-to-time the Organization will engage in a comprehensive review of the compensation package offered to its Chief Executive Officer. The purpose of this review is to ensure that the CEO's wages and benefits are appropriate and in alignment with the quality and level of services performed and with industry standards. This review has historically included the analysis of comparability data, including comparison and consideration of executive compensation paid by similar institutions. This review has also included insight from legal counsel and other knowledgeable and independent persons. The Compensation Committee shall oversee, plan, and determine the compensation of the Executive Director and shall oversee compensation of the Corporation's senior leadership. After establishing a comprehensive and secure model for executive compensation, the Organization may use that model as a framework when considering the compensation and benefits to be offered to its other employed officers and key personnel. However, such a detailed compensation study is not typically done for other officer positions. Rather, officers other than the Chief Executive are compensated based on the framework established specifically for the Executive. For this reason, form 990, Part VI-B, Line 15b has been marked "no". Though the compensation and benefits paid to officers and key personnel other than the Chief Executive does not undergo the same level of intensive scrutiny or comparability study as does the Executive's compensation package, the Organization believes that the framework established while determining the Executive's compensation provides a reasonable model to base other employees' payroll on, and that the compensation paid to other officers and key personnel is appropriate relative to the quality and level of services performed.”

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

“During its 2022 tax year, the Organization engaged a new independent public accounting firm, Baker Newman Noyes, to perform an audit of the Organization's financial statements and to assist in the subsequent preparation and filing of the Organization's annual Form 990. The audit was subject to the review and oversight of the Organization's Executive Director, finance and audit committees, and key financial and business personnel within the Organization. Additionally, the Organization's audited financial statements and Form 990 are subject to review by the Organization's independent Board of Trustees prior to their issuance.”