Primary School

“Amended & restated bylaws adopted december 5, 2022 reflect changes to: article vi - chan zuckerberg initiative, llc ("czi designator") is a designator for the corporation. Kaiser permanente (kaiser designator) is also a designator for the corporation. Parent representatives will be elected for the primary school - east palo alto and the primary school bay area ("tps-epa director and "tps-ba director"); and article vi - the number of directors was set at seven and the length of term changed from one year to two years.”

“Chan zuckerberg initiative, llc designates four directors to the board (czi designated directors).”

“Governance decisions are subject to approval by the designator, including: (i) changing, selling, or licensing the name of the corporation; (ii) approving or permitting the use or other exploitation of the name of the corporation by any party; (iii) changing the principal office of the corporation or the principal location at which the corporation conducts its activities; (iv) accepting contributions of cash or other assets from any party other than from a related party with respect to the corporation, czi designator, any affiliate or affiliated entity of czi designator, or any donor advised fund over which czi designator or any affiliate of czi designator has advisory privileges, or entering into any funding, pledge, grant, or similar agreement or commitment with any party under which the corporation may receive contributions of cash or other assets other than with a related party or czi designator funding source; (v) approving or effecting any (a) sale or disposition, directly or indirectly, whether through a single transaction or a series of related transactions, of all or a material portion of the corporation's assets; (b) merger, combination, consolidation, reorganization, recapitalization or similar transaction of or involving the corporation; or (c) conversion of the corporation from a corporation into any other form of organization; (vi) causing the corporation to be treated as other than exempt from income taxation under section 501(a) of the code (or any analogous provision of state or local law); (vii) filing or commencing any case or proceeding under any law relating to bankruptcy, insolvency, or relief of debtors, or seeking or taking any other action in furtherance of an appointment of a receiver, trustee, custodian, or any similar person for the corporation, or an assignment for the benefit of creditors; (viii) approving, permitting, or effecting any transaction to liquidate, wind up, or dissolve the corporation; (ix) initiating a petition or application for, or otherwise taking action to pursue status as, a charter school; or (x) approving the corporation's annual budget, approving any material expenditure not reflected in the then current and approved annual budget, or entering into any material contract not reflected in the then current and approved annual budget.”

“The information for the irs form 990 is prepared by the controller and vp of finance and operations. Moss adams, external tax firm, receives the information and reviews and assembles the 990 tax report. The controller and vp of finance and operations reviews the draft irs form 990 prepared by moss adams. Vp of finance and operations then distributes the draft to the board treasurer, ceo and other senior staff for review. Once final edits are updated, the final draft is distributed to board members for review and approval for filing.”

“At first board meeting of the fiscal year, board members are asked to review the conflict of interest policy and return a signed form indicating that they have reviewed then policy and have no current conflicts of interest. If a conflict of interest arises: after a covered person has disclosed the existence of a financial interest or a possible financial interest to the board of directors, committee or board's designee, the board or committee, shall determine if a conflict of interest exists because the covered person has an actual financial interest in the proposed transaction or arrangement and that he or shall benefit from such proposed transaction or arrangement. Procedures for addressing a conflict of interest: 1) if the board of directors or committee determines that a covered person has a financial interest, then: a) if appropriate to protect the interest of the organization, the chairperson of the board of directors or a majority of the disinterested directors shall appoint a disinterested person or committee to investigate alternative to the proposed transaction of arrangement; b) after exercising reasonable due diligence, the disinterested directors or committee shall determine whether the organization could obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict or interest; and c) if a more advantageous transaction of arrangement is not reasonably obtainable, the board of directors or committee shall determine by majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest and for its own benefit and whether the transaction is fair and reasonable to the organization and shall decide as to whether to enter into the transaction or arrangement in conformity with such determination. 2) if the chairperson of the board or a majority of the disinterested directors determine that it is not necessary to investigate alternatives to the proposed transaction or arrangement to protect the interests of the organization, the board or committee of the board shall determine the extent to which such covered person shall recuse himself or herself from further involvement in the proposed transaciton or arrangement.”

“The board chair shall review any compensation packages (including all benefits) of the president, chief executive officer and chief financial officer, regardless of job title, and shall approve such compensation only after determining that the compensation is just and reasonable. This review and approval shall occur when such officer is hired, when term of employment of such officer is renewed or extended, and when the compensation of such officer is modified unless the modification applies to substantially all of the employees of this corporation.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request when legally required.”