Shady Side Academy

“The executive committee, 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 organization made the following significant changes to their bylaws during the year: -the president of the alumni council is now limited to one three-year term as a non-voting member. -language was updated in the fox chapel country day school trustees paragraph and the amendments paragraph due to the affiliation with fox chapel country day school. -trustee committee descriptions were revised. The benedum committee was moved internally and the communication connections committee was disbanded.”

“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 the trustees 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 trustees.”

“The academy's chairman of the board selects certain trustees 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; michael p. Casey; floyd a. Cephas, sr.; robert e. Cochran; mary ellen costa; annie hanna engel; diane m. Fisher; william p. Getty; lawrence n. Gumberg; stephen f. Halpern; michael j. Hannon; karen dunn kelley; karl f. Krieger; j. Stephen lee; anne v. Lewis; w. Thomas mcgough, jr.; edwin f. Scheetz, jr.; susanne c. Wean; james h. Wolf.”

“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. This process has not changed from prior year.”