Hopkins Education Foundation

“The board of directors may from time to time, by resolution, establish committees having the authority of the board of directors in the management of the business of the corporation to the extent provided in the resolution. Any committee so established shall consist of one or more natural persons who need not be directors, and shall be subject at all times to the direction and control of the board of directors. At any meeting of any such committee the presence of a majority of the members of the committee shall be necessary to constitute a quorum for the transaction of business. Committees of the board of directors shall take action by the affirmative vote of a majority of committee members present at a duly held meeting, except where the affirmative vote of a larger proportion or number is required by the board of directors. Any action required or permitted to be taken at a committee meeting may be taken by a written action signed collectively or individually in counter parts, by all members of such committee. Each committee shall keep a written record of its activities.”

“The form 990 is reviewed by the executive committee including the board treasurer and president, in addition to the executive director.”

“The conflict of interest policy is reviewed annually with the board of directors. The executive committee and executive director are responsible for monitoring any conflicts throughout the year. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. 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 minutes of the governing board and all committees with board delegated powers shall contain the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.”

“The compensation review process for the executive director is conducted annually by the executive committee, who makes a proposal to the full board for discussion and final approval. The minutes to both the executive committee and the board timely note the deliberation and final decision. Comparability data is not used as part of the executive committee's review; though the committee feels the merit based information used as part of their review process is comparable to what the industry is providing. This process was most recently completed in 2019.”

“The organization's governing documents, conflict of interest policy, and financial statements are available upon request.”