Career Technical Education Foundation Sonoma County

“Tax return is reviewed by the finance committee and approved by the board before filing”

“The Board member with the conflict, or potential conflict, must be absent from that part of the meeting when the matter is being discussed, except when her or his information is needed. After providing information requested by the Board, the Board member should leave the meeting during discussion and vote of the matter and that absence should be recorded in the minutes.There are cases of self-dealing transactions where CAREER TECHNICAL EDUCATION FOUNDATION SONOMA COUNTY is treated fairly and may actually benefit from dealing with its Board members, i.e., a Board member may contract with it to provide needed goods or services at a fair price. "Fair price" in this context means that the terms are reasonable to CTEFSC, the contract is for CTEFSC's benefit (not the Board member's benefit), and the company could not have obtained a more advantageous arrangement with reasonable effort. One of the functions of the disinterested review of the Board of Directors is to determine that CTEFSC receives a fair price.Any transaction in which the Corporation is a party and in which one or more of the directors has a material financial interest must comply with the provisions of S 5233 of the California Corporations Code, including the finding by the Board of the following:The Corporation entered into the transaction for its own benefit;The transaction was fair and reasonable as to the Corporation at the time the Corporation entered into the transaction;Prior to consummating the transaction or any part thereof( the Board authorized or approved the transaction in good faith by a vote of a majority of the directors then in office without counting the vote of the interested director or directors, and with knowledge of material facts concerning the transaction and the director's interest in the transaction; and,Prior to authorizing or approving the transaction, the Board considered and in good faith determined after reasonable investigation under the circumstances, that the Corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances.”

“-ED/CEO review is conducted annually and includes performance and compensation-Current board Chair and incoming Chair lead on this effort-As a reference, the organization utilizes the annual report by the Bay Area Nonprofit Salary and Compensation study to establish salaries and compensation (for CEO and other staff) based on comparisons with like organizations of similar size and within the Northbay.-The Board of Directors annually review the performance review and approve the CEO annual salary and compensation.”

“Upon request”

“Upon request”