Providence St. Mel School

“The Executive Committee will consist of the Chairperson of the Board and the chairpersons of the various standing committees of the Board of Trustees. In addition, the Board of Trustees may appoint any individual to serve on the Executive Committee who has taken a special assignment of responsibility, which may but is not required to include an officer role. The Executive Committee may recommend to the Board of Trustees from time to time individuals to be appointed to the Executive Committee. The Chairperson of the Board will serve as chairperson of the Executive Committee. The Executive Committee, to the maximum extent not prohibited by the Act or these Bylaws, will have and may exercise all power and authority in the management of the business and affairs of the corporation. For the avoidance of doubt, the Executive Committee may not (i) adopt a plan for the distribution of the assets of the corporation, or for its dissolution; (ii) independently fill vacancies on the Board of Trustees or vacancies on any of its committees; (iii) independently elect, appoint or remove any officer or Trustee or any member of any committee, or fix the compensation of any member of a committee; (iv) adopt, amend, or repeal these Bylaws or the Articles of Incorporation; (v) adopt a plan of merger or adopt a plan of consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the corporation; or (vi) amend, alter, repeal or take action inconsistent with any resolution or action of the Board of Trustees when the resolution or action of the Board of Trustees provides by its terms that it shall not be amended, altered or repealed by action of a committee; provided, however, that the Executive Committee may make recommendations to the Board of Trustees regarding these matters. The Executive Committee shall cause minutes of each meeting of the Executive Committee to be prepared and shall make the same available to the Board of Trustees for review upon request. Notwithstanding the foregoing, the Executive Committee may meet in executive session from time to time, and the business of such sessions will be confidential and will not recorded in the regular minutes of the Executive Committee. Without prejudice to any of the powers and rights conferred by applicable law, the Articles of Incorporation and these Bylaws, it is hereby expressly declared that the Executive Committee will have the power and authority to make application for, to perform all acts required in order to qualify for and to receive any and all services, funds and any other type of support which are or may become available to individuals and/or organizations for any Federal, State or local governmental unit or agency or any other organization or organizations which normally receive a substantial part of their support from public sources; further, to perform any and all acts designed to solicit or encourage the contribution of funds and any other type of support from any and all private sources, whether individuals or entities. The Executive Committee will have the exclusive right to authorize one or more individuals (in addition to the President) to execute and deliver any agreement or other document on behalf of the corporation, and such authority will be limited to the scope and timing specified by the Executive Committee in the instrument granting such individual(s) such authority.”

“Karen Pritzker and Molly Pritzker - Family relationship”

“The board of directors updated the organization's bylaws to include changes from the number of trustees from a minimum of 3 to a minimum of 23 and no more than 28. Other changes included changes to the organization's committees: The Executive Committee no longer automatically includes officers of the corporation. The Executive Committee is prohibited from certain actions, such as amending by-laws, dissolving the corporation etc. and Several standing Committees were established - finance, development, and nominating.”

“The business manager and finance committee chair review a draft of the form 990 prepared by the outside cpa firm, with assistance from management. A final copy of the return is provided to all board members for review prior to filing.”

“Biannually, directors and officers are asked to sign a conflict of interest form and disclose areas of potential conflict. These forms are reviewed by the board chair and president. Potential conflicts arising during the year are also reviewed by the board chair and president, when required. If further action needs to be taken, the issue is brought before the executive committee and if necessary, the full board.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public to the extent provided by law.”

“For the top management position, comparable salaries from the chicago public schools and local private schools were obtained and used by the board's ad hoc compensation committee to benchmark salaries offered to top management. When major changes are made, this information is brought to the finance committee of the board. This process is documented in board minutes and was last reviewed during fy25. The salary for the top management official has not changed since fy20. However, performance bonuses due to special circumstances were determined by the finance committee in closed session in may 2025.”

“For other key positions with the school, salaries were approved as part of the annual budget process. As the need arises, survey data is obtained to benchmark other position salaries. When major changes are made, this information is brought to the finance committee of the board. This process is documented in board minutes, and was last reviewed during fy25. The salary for the other top management officials increased for some individuals in fy25 and performance bonuses due to special circumstances were determined by the finance committee in closed session in may 2025.”

“Change in payable on behalf of related entity - -120477; Total - -120477;”