Shady Side Academy

“The executive committee shall have the power and authority to: (i) coordinate the work of the policy and standing committees in achieving the goals and objectives prescribed by the board and make recommendations to the board with respect thereto; (ii) function as the long range planning committee of the board; (iii) assist the chair and president in framing policy and program issues for recommendation to and action by the board; (iv) act as a council of advice and consultation to the president on administrative matters; (v) determine the terms of employment of the president, including, but not limited to, his salary; provided, that the executive committee may not agree to a term of employment for the president beyond one year without the approval of the board; (vi) implement such programs and take such actions as may be specifically directed by the board; and, (vii) when necessary or desirable between meetings of the board, have and perform all the powers and duties of the board; provided, however, that the executive committee shall not have any of the powers specifically reserved to the board by law or these by-laws or the power to alter the fundamental policies of the board. The establishment of an executive committee and the delegation thereto of power and authority shall not relieve any trustee of his fiduciary relationship and responsibility to the academy, and each trustee shall discharge his duties in good faith and with that diligence, care and skill which an ordinarily prudent person would exercise under similar circumstances.”

“Jonathan m. Kamin and j. Keefe ellis have a business relationship.”

“The business and affairs of the corporation are managed by a board of trustees, who also constitute the members of the corporation.”

“Two trustees are elected or appointed each year by the shady side academy alumni association. In the event that the alumni association fails to select two trustees in any year, the board fills any resulting vacancy by electing an alumnus of the academy.”

“The form 990 is reviewed by management and by the audit committee. A copy of form 990 is distributed to board members prior to filing with the internal revenue service.”

“An explanation of the conflict of interest policy is presented to all board of trustee members at the start of each school year. Annual disclosure forms are distributed and information is then sent to the business office where it is reviewed and maintained on file throughout the year. Conflicts of interest disclosure forms are forwarded to the board of directors.”

“The academy's chairman of the board selects certain board members to comprise a compensation committee. This group analyzes data from the national association of independent schools and other local surveys to determine appropriate salary ranges. For top management, the academy engages the services of local legal counsel to assist in the review and preparation of employment contracts and/or agreements.”

“Shady side academy makes its governing documents, conflict of interest policy statement and financial statements available for public inspection upon request through the academy's business office.”

“G. Nicholas beckwith, iii, paul g. Benedum, jr., michael p. Casey, m.d., floyd a. Cephas, sr., mary ellen costa, john p. Davis, jr., john h. Demmler, william p. Getty, lawrence n. Gumberg, stephen halpern, karl f. Krieger, j. Stephen lee, anne v. Lewis, w. Thomas mcgough, jr., edwin f. Scheetz, jr., susanne c. Wean.”

“As a sub-committee of the finance committee, the audit committee is charged with the selection of an outside independent audit firm. This is reviewed annually and, based on contract terms with the current firm at the time, the committee determines when to negotiate continued rates and/or to request bids from other firms. Prior to the release of the final financial statements the audit committee meets with the audit team from the independent audit firm as well as management charged with audit responsibilities to review and discuss the draft financial statements and the audit process.”