Sage Hill School

“The board of trustees may appoint one or more committees, each consisting of at least two trustees and delegate to such committees any authority of the board; provided, however, that no committee shall have the authority to take any of the following actions: a. The filling of vacancies on the board of trustees or in any committee, which has the authority of the board; b. The setting of the number of trustees within a range specified within these bylaws or the election or removal of trustees; c. The amendment or repeal of bylaws or the adoption of new bylaws; d. The amendment or repeal of any resolution of the board of trustees, which by its express terms is not so amendable or repeatable; e. The appointment of committees or the members of such committees; f. The expenditure of corporate funds to support a nominee for trustee after there are more persons nominated for trustee than can be elected; g. The approval of any self-dealing transaction, except as provided in california corporations code section 5233{d){3); h. The approval of any action for which the california nonprofit benefit corporation law also requires approval of the members or approval of a majority of all members even though the corporation has no members; i. The fixing of compensation of the trustees for serving on the board or on any committee.”

“Rick lowe's financial advisory firm has business relationships with several board members.”

“A draft of the 990, without schedule b, is reviewed with the members of the audit committee and all trustees prior to filing. Additionally, the chair and vice chair of the board are given a complete copy of the form 990 to review, including schedule b, prior to filing.”

“The conflict of interest policy applies to any director, trustee, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest. On an annual basis, all board members, officers and key employees sign the conflict of interest policy agreeing that they have received and understand the policy. They also sign the supplement to the conflict of interest policy that addresses and discloses issues of related party transactions. This is normally documented at the first board meeting of the year. After disclosure of the conflict and disclosure of 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. Where a potential conflict of interest exists, it shall be the responsibility of the person involved or any other person with knowledge to notify the board of trustees of the potential conflict, so that the board of trustees can provide such guidance and take such action as it shall deem appropriate. An interested person may make a presentation at the governing 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. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether the organization 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. 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 the organization'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. Violations of the conflicts of interest policy - if the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action including but not limited to abstain from vote, remedy of the conflict and board resignation. The individual would not be present in these meetings.”

“The annual process for determining compensation of the organizations top management officials as wells as other officers and key employees includes review and approval by the compensation committee, use of comparability data and contemporaneous documentation of the deliberation and decision. The school has a compensation committee composed of trustees and emeriti. The compensation committee meets as needed to discuss and approve the compensation package of the head of school. Other school officers and key employees compensation is reviewed by the compensation committee but the head of school approves their compensation packages. Comparability data from the national association of independent school's database is circulated to the committee prior to the review meeting and is discussed at the meeting. Comparative data groups include similar type schools ( i.e., independent, non-profit, coed, day only) and schools with similar numbers of students and operating expenses. Minutes of the meeting are kept in the business office. The process described here was last completed in 2024.”

“Documents are available upon request.”

“Loss on uncollectible pledges -249,362.”

“The school has an audit committee that assumes responsibility for oversight of the audit and tax returns. This process has not changed from prior year.”