The Early Learning Institute

“The executive committee shall have the power to transact all regular business of the corporation during the period between the meetings of the board, subject to any prior limitations imposed by the member or board and with the understanding that all matters of major importance will be referred to the board for approval, subject to the reserved powers of the member. Minutes of the executive committee meetings and reports of its actions shall be submitted to the board and its actions shall be subject to ratification at the next regular board meeting.”

“Business relationships: urmi ashar, marshall l. Balk, m.d., romayne l. Botti, susan l. Boyle, mccall cravens, thomas a. Doran, brian j. Ferguson, brett fulesday, anthony gabbianelli, robert i. Glimcher, danica griffith, steffanie j jasper, john jubas, jonathan m. Kamin, j.a. Katarincic jr., elizabeth l. Macdougall, brian m. Mcinerney, maria m. Paluselli, wendy a. Pardee, phd, henry b. Stafford, donna j. Sturgess.”

“The children's institute of pittsburgh is the sole corporate member of teli as of november 1, 2020.”

“At the annual meeting, the member, the children's institute of pittsburgh, shall select the directors and appoint the officers of teli.”

“Reserved powers of the member: -adopt amend, modify or restate the articles of incorporation or bylways of the corporation -approve any merger, consolidation, or the sale of all or substantially all of the operating assets of the corporation -approve the transfer or relinquishment of membership rights over or change in control of the corporation or any subsidiaries thereof (control being defined as the ownership of 51% or more of the voting interests of such entity including, for a nonprofit corporation, serving as the sole corporate member of or a member holding a majority (51% or more) membership interest in, any entity) -approve any dissolution, winding up or abandonment of operations, liquidation, filing of action in bankruptcy, receivership or similar action affecting the corporation -approve any formation or dissolution of new subsidiaries or controlled affiliates, or the entry into or termination of partnerships and other joint ventures by the corporation -appoint and remove members of the board -appoint and remove officers of the board -appoint and remove the corporation's corporate leadership (which shall include the executive director) and evaluate the performance of the corporate leadership; with input from and in consultation with the board -adopt or change the vision, philosophy or objectives of the corporation, it being acknowledged and understood that the member will preserve the spirit of the mission and purposes for which the corporation was initially formed as set forth in the corporation's articles of incorporation -approve the strategic plans of the corporation with input from the board -approve the annual operating and capital budgets of the corporation with input from the board -manage the investment policies of the corporation -approve any loan to any person or entity other than for payables and receivables in the ordinary course of business -approve the incurrence of indebtedness or agreement to incur indebtedness and a prepayment of debt in any amount where such loan does not require prepayment, other than as set forth in an approved budget”

“The early learning institute recognizes that as part of the board of directors' governance role, they should review the irs form 990. The aforementioned review has been delegated by the board to the audit committee. The early learning institute (teli) along with teli's certified public accounting firm are responsible for the timely preparation of form 990. The audit committee of the board of directors reviewed the completed form 990 in advance of an audit committee meeting to enable a detailed conscientious review by committee members. The appropriate representatives of the certified public accounting firm and teli's chief financial officer addressed questions and concerns of the audit committee. After input from the audit committee was appropriately addressed, a complete copy of the return was provided to each member of the board of directors prior to filing with the internal revenue service.”

“The early learning institute (teli) has a conflict of interest policy that is included in the code of conduct. This policy provides information to all directors, officers, employees, physicians and volunteers regarding requirements for disclosure and the subsequent corporate action required regarding such transactions. Teli, through its board of directors, believes it is essential that all such individuals fully and completely understand the responsibilities the individual has regarding potential conflicts of interest. Teli also believes that it is very important that all such individuals understand the procedures utilized by teli in dealing with potential conflicts of interest. This policy is intended to supplement but not replace applicable pennsylvania state law governing conflicts of interest applicable to nonprofit and charitable corporations. To the extent that this policy conflicts with the provisions of applicable pennsylvania law governing conflicts of interests, the applicable provisions of pennsylvania law shall govern and control. Each member of the governing body, employee and volunteer has an obligation to earn the trust and confidence of the organization's clients, the community and colleagues. Adherence to the principles set forth in this policy and the related documents referenced herein shall assist each in doing so. Members of the governing body, employees, and volunteers shall avoid all conflicts of interest and the appearance of any conflict of interest. A conflict of interest occurs in any situation in which one is potentially not able to remain impartial or maintain objectivity in choosing between the interests of the organization and one's personal interests or the interests of third parties.”

“The form 1023, application for recognition of exemption, irs determination letter and form 990 are made available to the public upon request. The early learning institute prepares an annual report that contains its summary financials for public distribution. The audited financial statements of the organization will be provided upon request. The organization's governing documents, including the bylaws, articles of incorporation and conflict of interest policies, are not publicly available but are available upon request.”

“The organization's financial statements are audited by an independent accounting firm. In addition, the organization has a committee that assumes responsibility for oversight of the audit of its financial statements and its selection of the independent accountant. This process has not changed from the prior year.”