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.”

“The bylaws were amended to include a new section to article i, section 1.10, entitled fccds trustees, to reflect the affiliation agreement between ssa and fox chapel country day school. This provision in the bylaws outlines the procedures for the election and replacement of fccds trustees to the ssa board of trustees. Articles vi (liability) and vii (indemnification of officers and trustees) were updated to broaden the protections granted to trustees acting within the scope of their roles and duties to the organization and eliminate a right to mandatory indemnification by the organization for certain acts of the trustees. Article viii (conflicts of interest) was updated to remove the organization's conflict of interest statement from the academy's bylaws and obligate the organization to adopt a standalone conflict of interest policy. Article ix (amendments) was changed to include a provision protecting article i, section 1.10 from amendment or repeal unless such amendment or repeal is approved by a majority of the fccds trustees then serving on board or there are no longer any fccds trustees serving on the board.”

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

“An individual elected president of the alumni council shall commence to serve a three year term as trustee on the july 1 next following the assumption of office as president of the alumni council. Pursuant to the affiliation agreement dated august 11, 2016 between fox chapel country day school inc. (hereinafter referred to as "fccds") and the academy, the individual who was the president of the fccds board of trustees as of august 11, 2016 (in consultation with the head of school of fccds) shall elect (i) two trustees to serve terms beginning july 1, 2016, (ii) two trustees to serve terms beginning july 1, 2017, (iii) two trustees to serve terms beginning july 1, 2019 (which trustees may be the same trustees elected pursuant to section 1.10(a)(i)), and (iv) two trustees to serve terms beginning july 1, 2020 (which trustees may be the same trustees elected pursuant to section 1.10(a)(ii))”

“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 the positions of president and chief financial officer of the academy. In addition, the academy engages the services of local legal counsel to assist in the review and preparation of employment contracts and/or agreements. The academy's president analyzes data from the national association of independent schools, the pennsylvania association of independent schools, and other local surveys to determine appropriate salary ranges for other key employees.”

“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 f. Halpern; karl f. Krieger; j. Stephen lee; anne v. Lewis; w. Thomas mcgough, jr.; edwin f. Scheetz, jr.; susanne c. Wean”

“On january 1, 2017, shady side academy executed an affiliation agreement (agreement) with the fox chapel country day school (fccds). The operations and net assets of fccds were transferrred to shady side academy and fccds became a supporting organization of shady side academy.”

“Assets transferred by fccds in connection with the affiliation 1,392,249.”

“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.”