Communities in Schools Of

“The board of directors shall have an executive committee comprised of the executive director and one (1) or more directors. The executive committee may not consist of individuals who are not members of the board of directors and may not include any individual who is a staff member of the corporation unless any such individuals are designated as non-voting executive committee members by the board of directors. The executive committee shall be responsible for advising the board of directors, the executive director and staff member of this corporation, and discharge the other responsibilities of the board of directors, in the intervals between meetings of the board of directors, except as prohibited by section 7.1 of the bylaws or otherwise provided in the bylaws.”

“The 990 is sent to the finance chair and the board chair, the finance chair presents to the finance committee for approval and after approval it is sent to the board for review.”

“Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. An interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. In the event that the board determines that a proposed transaction or arrangement presents a conflict of interest, the board shall take the following actions: a) an interested person may make a presentation at the board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest; b) the chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement; c) after exercising due diligence, the board or committee shall determine whether cisla can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest; and d) if a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in cisla's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person has received, read and understands the policy and will comply with the policy.”

“The executive director's salary was discussed by the full board, with comparables reviewed by the board at the board meeting. The executive director's only raises have been cost of living adjustment which was the same for all members of the staff. The human resources committee has since reviewed the raises and started documenting. Cola is documented in the annual budget and human resources committee minutes documents deliberation and decision.”

“Governing documents and financial statements are available upon request.”

“There was no change in its oversight or selection process from the prior year.”