Edgewood Campus School Inc

“The management, control and operation of the affairs and properties of this institution are vested in the class a members of the institution (hereinafter referred to as "members") and class b members of the institution (hereinafter referred to as "sponsors council"). The members of this institution shall initially be the prioress, councilors, and the treasurer of the sinsinawa dominican congregation. Thereafter the members may appoint, in their sole discretion, different members, the sponsors council will consist of no fewer than four (4), and no more than eight (8) lay or vowed religious persons. Class a members have the following rights: to determine and change the mission and purposes of the institution for which it was formed to exist; to ensure catholic identity and dominican formation for the institution; to approve any acquisition, purchase, sale, mortgage, lease, transfer, or encumbrance of the real assets of the institution that exceeds in value an amount set from time to time by the members as stated in the guidelines for sponsorship of sinsinawa dominican educational institutions or such other similar guidelines that supersede these guidelines; to approve debt in excess of a predetermined amount set by the members; to amend or modify the articles of incorporation and bylaws of the institution; and to approve the merger, consolidation, liquidation or dissolution of the institution. Class b members have the following rights: to require an assessment of catholic and dominican identity of the institution in order to determine the effectiveness of the mission and report to members; to approve the organization of any affiliate or subsidiary organization of the institution; to ensure the existence of a board of directors/trustees for the institution (hereinafter referred to as the "board") and to assess its effectiveness; to approve the appointment of members of the board for the institution; to remove, with or without cause, a director/trustee of the institution; after consultation with the members, to remove all of the members of the board of the institution as a group and name successor board members; to approve the appointment of the president of the institution in consultation with the executive committee of the board; to remove the president of the institution with or without cause, and with or without any recommendation or action by the board; to recommend to the members the amendment or modification of the articles of incorporation and bylaws of the institution, independently or as proposed by the board of the institution; to review the annual budget and to require an annual audit or financial review from the institution; to approve capital drives as recommended by the board of the institution; to approve the gift acceptance policy of the institution; and to require the board of the institution to consider or reconsider, within ninety (90) days any action or item that the members and/or sponsors council have determined to be significant to the dominican or catholic character of the institution.”

“The sponsors council appoints the directors/trustees.”

“Part vi, question 6 disclosure describes the governance decisions of the organization reserved to or subject to approval by members.”

“The irs form 990 is reviewed by the outsourced accounting firm before it is filed with the irs. The 990 is made available to all board members for review.”

“The conflict of interest policy is included in the board materials for directors to review. Any board member with a conflict of interest cannot vote on the issue that he/she has the conflict of interest on. The president is a nonvoting member of the board.”

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