Prefundorg DBA Potrero Kids

“The Preschool committee is a subset of Board members that is tasked with overseeing the administrative functions of the preschool. Policy changes are still decided at the Board level, as are large expenditures.”

“1. Changed from requiring 2/3 vote of directors to amend bylaws to requiring majority of directors in office or unanimous written consent.2. Changed bylaw regarding compensation of board directors to allow the possibility of board directors being compensated; Changed from defining conflict of interest within the bylaws to requiring Board to adopt conflict of interest policy.3. New bylaws establish an audit committee as required by law and allows for a discretionary audit committee otherwise. An audit committee was not mentioned in the previous bylaws. New provisions specifically:Audit Committee.Audit Committee Required by Law. For any tax year in which this corporation has gross revenues of $2 million or more (excluding grant or contract income from any governmental entity for which the governmental entity requires an accounting), this corporation shall have an Audit Committee whose members shall be appointed by the Board of Directors, and who may include both directors and non-directors, subject to the following limitations: (a) members of the Finance Committee, if any, shall constitute less than one-half of the membership of the Audit Committee; (b) the chair of the Audit Committee may not be a member of the Finance Committee, if any; (c)the Audit Committee may not include any staff member, including the President or chief executive officer, or the Treasurer or chief financial officer; (d) the Audit Committee may not include any person who has a material financial interest in any entity doing business with this corporation; and (e) Audit Committee members who are not directors may not receive compensation greater than the compensation paid to directors for their Board service.The Audit Committee shall: (1) recommend to the full Board of Directors for approval the retention and, when appropriate, the termination of an independent certified public accountant to serve as auditor, (2) subject to approval of the full Board, negotiate the compensation of the auditor on behalf of the Board, (3) confer with the auditor to satisfy the Audit Committee members that the financial affairs of this corporation are in order, (4) review and determine whether to accept the audit, and (5) approve performance of any non-audit services provided to this corporation by the auditors firm.Discretionary Audit Committee. For any tax year in which an Audit Committee is not mandatory under Section 5.05A above, the Board may establish an Audit Committee pursuant to its general authority to create Board Committees under Section 5.02 above or Advisory Committees under Section 5.03 above.”

“Information compiled by Business/Finance Manager, reviewed by Head of School, then reviewed by the Finance Committee of the Board, then reviewed and signed by a select number of Board members, including the Treasurer of the Board of Directors.”

“Members are required to confirm no conflict of interest exists on a yearly basis.”

“A subcommittee of the Board is responsible for reviewing the Head of School's goals and determining how many have been completed. They collect information from other schools to determine a fair market rate of salary. All decisions are documented in a yearly compensation letter, as well as performance review report.”

“Available upon request.”

“The audit committee was newly formed in the 22-23 FY.”