New Teacher Center

“New teacher center amended and restated its bylaws since its last form 990 was filed. Many of the changes are not significant but consist of simplified or clarified language, or the removal of unnecessary provisions that merely restated legal requirements broadly applicable to all 501(c)(3) organizations in california. The following is a summary of the significant changes to ntc's bylaws: (1) eliminated the status of "founder" for ellen moir such that ms. Moir is no longer a lifetime board member. (2) stipulated that the individual serving as ceo is automatically a member of the board so long as they hold that position, without the need for election. (3) empowered the board to establish advisory councils consisting of persons who are not officers or directors of ntc, with such responsibilities as determined by the board. Such advisory councils act only in an advisory capacity and have no authority to act on behalf of ntc. Under the old bylaws, the board could appoint "honorary directors," who generally had the same rights as other board members except for voting. (4) to better reflect ntc practice with respect to its officers: i. Eliminated the position of president and replaced it with ceo ii. Eliminated the vice president position iii. Created a coo officer position iv. Distinguished the responsibilities of the coo and the treasurer, where the coo (as ntc's chief financial officer) leads daytoday financial management and the treasurer leads the board's financial oversight v. Eliminated assistant treasurers and assistant secretaries vi. Stipulated that the ceo and coo have the right to attend board meetings regardless of whether they are board members. (5) removed specific language regarding compensation review, stipulating that the procedures will be outlined in a separate policy in accordance with applicable law. Ntc has a freestanding policy that addresses compensation review in detail. (6) removed much of the specific detail regarding board committees, including term of office of committee members, vacancies, quorum, and limitations on the power of committees. These matters are now addressed in the relevant committee charters. Also removed a section on the audit committee, as all relevant information is in the audit committee charter. (7) added a provision clarifying that directors only have one vote on each matter, and cannot vote by proxy.”

“The Form 990 is reviewed by the Board either in a meeting or via electronic distribution before it is sent to the IRS.”

“The policy covers directors, officers, and employees. It covers financial relationships with a duty to disclose to ntc a conflict of interest. With regard to an employee, the ceo determines the appropriate response in line with the policy. With regard to directors or officers, or employee matters referred to the board by the ceo, the board addresses the conflict. Independent board members determine if a more advantageous transaction or arrangement exists with no conflict. After exercising due diligence, the majority of disinterested board members as a whole or as part of a committee by a majority vote whether the transaction is in ntc's best interests and is fair and reasonable.”

“New Teacher Center adopted a compensation review policy to facilitate compliance with California and Federal law relating to compensation of senior management of nonprofit organizations and in accordance with best practices. CEO and CFO - Under the policy, the Board may approve the compensation of the CEO or CFO only if the compensation is just and reasonable. In making this determination, the Board considers comparability data that demonstrates the fair market value of the CEO's and CFO's compensation. These data may include the following: compensation paid by similarly situated nonprofit and for-profit organizations for comparable positions; availability of similar services in NTC's geographic area; current compensation surveys compiled by independent firms; and written offers from similar organizations competing for the CEO's or CFO's services. The Board may take any other such review actions as it believes appropriate under then-applicable law and best practices principles. The Board documents how it reached its decisions, including the data on which it relied. Documentation such as meeting minutes should note: (i) terms of the compensation and the date it was approved; (ii) Board members who were present during the meeting and those members who voted; (iii) comparability data obtained and relied upon and how the data were obtained; (iv) any actions taken with respect to consideration of the compensation by anyone who is otherwise a Board member but who had a conflict of interest with respect to the decision; and, (v) if the compensation is higher or lower than the range of the comparability data, the basis for the decision. In addition to the requirements of the compensation review policy applicable to all covered individuals, the Board reviews the compensation of the CEO and CFO (or individuals with equivalent powers, duties, and responsibilities) upon (i) hiring; (ii) whenever the term of employment, if any, is renewed or extended; or (iii) whenever the compensation is modified, unless the modification extends to substantially all of NTC's employees, as required by California law. The Board performed a review of the CEO and CFO's salary in September 2016.”

“All requests for governing documents, conflict of interest policies, and financial statements are made available upon request, generally within 48 hours at no expense to the requesting party. Distribution of the requested documents will be in PDF format delivered via email, unless a paper copy is requested which will be distributed via U.S. mail.”

“Founded by teachers in 1998, ntc builds capacity within districts and district partners to drive student learning, educator effectiveness, and teacher and leadership development. We do this by providing prek-12 teachers and school leaders with the skills and supports needed to create optimal learning environments that accelerate students' academic and social emotional success. Recognizing the strong influence of teachers and school leaders on student success, new teacher center aims to accelerate student learning by building capacity within districts to support and retain strong, effective teachers and school leaders throughout their careersstarting the first moment they enter the classroom. Our work centers around four key pillars: 1. Student learning 2. Educator effectiveness 3. Leadership development 4. Optimal learning environments to achieve this, new teacher center provides teachers and school leaders quality, consistent, instructional-based support, so districts can create and sustain a lasting, impactful, quality educational environment that will end educational inequity in our lifetime. Ntc is improving the learning of over 2.6 million students, 35,000 teachers, and 7,500 mentors across the country. For more information, visit: http://www.newteachercenter.org/.”

“Contract Services: Program service expenses 3,774,389. Management and general expenses 216,804. Fundraising expenses 12,410. Total expenses 4,003,603.”

“The process has not changed from prior year.”