Tcs Education - Texas Inc

“Pursuant to the power vested in the Corporation by the Law and Article IV of the Articles of Incorporation, the sole member of the Corporation is The Chicago School - California, Inc., a California nonprofit public benefit corporation ("TCSCA or "Member").”

“The Member has the authority to appoint persons to membership on the Board of Directors and shall consent to any removal of a member of the Board.”

“The following powers and responsibilities are reserved unto the corporate member, The Chicago School - California, Inc.: a. The authority of the Member to appoint persons to membership on the Board of Directors and shall consent to any removal of a director of the Board. b. The authority of the Member to appoint officers of the Corporation. c. The authority of the Member to consent to a change in the Mission or Purpose of the Corporation. d. The authority of the Member to consent to a change in the legal entity or tax structure of the Corporation. e. The authority of the Member to approve amendments or revisions to the Articles of Incorporation or Bylaws. f. The authority of the Member to enter into any mortgage, deed of trust, pledge or other hypothecation of all or any part of the Corporation's property, real or personal, for the purpose of securing the payment or performance of any contract or obligation. g. The authority of the Member to approve any Board decision to sell all or substantially all of the Corporation's assets. h. The authority of the Member to enter into any merger or consolidation of the Corporation.”

“The IRS Form 990 is prepared by an independent accounting firm (RSM US LLP) along with the advice of management and attorneys of the organization. The Form 990 is made available to the Governing Board prior to filing.”

“An Interested Person must annually disclose the existence of the facts and circumstances of any conflict of interest to either 1) the Board members and members of Board committees or 2) Human Resources with respect to any action or proposed action that gives rise to the conflict of interest. Pending review and resolution by the Board or the Governance Committee or Human Resources, the Interested Person shall be excluded from any deliberations or action concerning conflicts of the matter that gives rise to the conflict of interest. Each Board member, corporate officer, Board committee members and key employee shall annually sign a statement that affirms that such person a) has received a copy of the conflict of interest policy, b) has read and understands the policy, c) has agreed to comply with the policy, d) understands that the Corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.”

“Each Board's Executive Committee reviews and approves the compensation of certain executives of the Corporation to determine that it is just and reasonable. The Executive Committee, in coordination with TCS Education System, shall conduct or cause to be conducted an analysis of the compensation to be paid to the executive as compared to other executives in similar positions with similar organizations. The Executive Committee engages an outside independent compensation consultant to benchmark salaries and benefits. Executive salaries are reviewed and approved by each Board's Executive Committee with the assistance of a benefits consulting firm (Korn Ferry) that provides recommendations based on comparative data with other organizations. The Board documents the basis for all compensation determination in the records of the Board.”

“The financial information as well as governance documents, which include the conflict of interest policy, are not made available to the public.”