New Horizon Irvine Educational Foundation

“In the event that the board determines that the management of the corporation would be benefitted by the establishment of one (1) or more standing or special committees, the board, may from time to time establish one (1) or more such committees to serve at the pleasure of the board. If required by subdivision (e) of section 12586 of the california government code, the board shall appoint an audit committee in accordance with that subdivision and for the purposes set forth therein. The establishment of a standing or special committee shall be effected by a resolution of the board approved by the vote of the majority of the trustees then in office, which specifically sets forth the powers and duties delegated to such committee. Each such committee shall consist of two (2) or more trustees and shall be presided over by a trustee selected by the board. Appointments to such committees shall also be by a majority vote of the trustees then in office. The term "standing committee or "special committee" shall mean any committee appointed by the board which is authorized by specific delegation, without further board action, to make and implement decisions on behalf of the board, or to implement, with some degree of discretion, decisions of the board pursuant to guidelines established by the board. Notice of, and procedures for, meetings of standing or special committees shall be as prescribed by the chair of each such standing or special committee, and meetings of standing or special committees may be called by the board or the chair of the standing or special committee. A committee exercising the authority of the board shall not include as members persons who are not trustees. However, non-trustees may attend and participate in the meetings of such committees. As provided in section 3.19 of these bylaws, the board may create advisory commissions that do not exercise the authority of the board and these advisory commissions may include persons who are not trustees. No committee of the board, including any executive committee, shall have any of the authority of the board with respect to: (a)the filling of vacancies on the board or on any committee which has the authority of the board; (b)the amendment or repeal of the articles or bylaws or the adoption of new articles or bylaws; (c)the fixing of compensation of the trustees for serving on the board or on any committee which has the authority of the board; (d)the amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable; (e)the appointment of other committees of the board or the members thereof if such committee will have the authority of the board; (f)the expenditure of corporate funds to support a nominee for trustee after there are more people nominated for trustee than can be elected; (g)the approval of any self-dealing transaction, except that when it is not reasonably practicable to obtain approval of the board prior to entering into such a transaction, a committee authorized by the board may approve the transaction in a manner consistent with the standards set forth in section 5233(d) of the law subject to ratification by a majority of the trustees then in office (without counting the vote of any "interested director" as defined in section 5233 of the law) at the next meeting of the board; or (h)the approval of any other action for which the law or these bylaws requires approval of the board, a majority of the board or the sole corporate member.”

“The amended and restated bylaws stated - section 2 - composition of directors the directors on the corporation's board of directors shall be strictly composed of the following: a) one director shall be the current board chair of the new horizon school, irvine (nhsi) board of trustees; b) one director shall be the immediate past board chair of the nhsi board of trustees who is not currently a member of the nhsi board of trustees. Should the immediate past board chair of the nhsi board of trustees decline to serve on the board of directors or is not qualified to so serve, then the board of directors shall appoint one director that previously served on the nhsi board of trustees but is not a current member of the nhsi board of trustees. C) thereafter, the remaining three to thirteen additional directors shall be nominated by the foregoing two directors in 2a) and 2b), and subsequently appointed to the board of directors upon receiving majority approval by the corporation's existing board of directors. D) it is recommended, but not required, that the corporation's board of directors constitute at least fifty percent of current or former trustees of the nhsi board of trustees.”

“The return is prepared by the foundation's outside public accounting firm based on information provided by the organization and any changes to the filing are incorporated into the return after management's review. All members of the board of directors are provided a copy of the form 990 before filing.”

“A conflict of interest arises in any situation in which a director's other involvements (financial interests, family relationships, political, or charitable activities, etc.) could adversely affect his or her judgment with respect to the business of the foundation or otherwise diminish the interest of the organization. When such a conflict arises the director with the conflict is expected to disclose in writing the existence of the conflict and recuse him or herself from any board discussions or votes that are directly related to the conflict.”

“The foundation does not have any compensated employees.”

“Documents are available upon request.”

“The board of directors assumes responsibility for the oversight of the audit as well as the selection of an independent auditor.”

“All direct fundraising costs are paid by the school.”