Brownell Talbot Foundation

“The bylaws were amended to add that the sole member of the brownell-talbot foundation shall be brownell-talbot school and included the rights and powers of the member as described in part vi, line 7b. The amended bylaws also provided the change from a calendar year end to a fiscal year end on june 30 of each year.”

“The sole member of the organization shall be brownell-talbot school.”

“Three trustees of the brownell-talbot foundation board shall be current members of the brownell-talbot school board, the sole member: 1) the current treasurer of the school board (serving "ex-officio", by virtue of their position on the school board; 2) another member of the executive committee of the school board, as appointed by the sole member, and; 3) a non-executive committee member of the school board, as appointed by the sole member. Brownell-talbot school will also elect three (3) other trustees who are not currently members of the school board, to the foundation board.”

“The following activities are subject to and require the approval and consent of the member: 1) determination of the number of trustees of the corporation; 2) removal of any trustees appointed by the member; 3) approval of any long-term operation budget; 4) expenditures and incurrence of debt by the corporation or of any subsidiary or affiliate of the corporation more than $25,000 in excess of approved budgeted amounts; 5) entering into any transaction or transactions providing for the transfer, sale or disposition of capital assets in any corporation fiscal year a) in excess of $500,000 in any single transaction or a total of $1,000,000, or b) in contravention of adopted investment policies; 6) incorporation or establishment of other new affiliates or subsidiaries, and approval of the articles of incorporation and bylaws of any such affiliate or subsidiary; 7) adoption of, or any alteration, amendment or repeal to: a) the articles of incorporation and bylaws of the corporation, and b) any articles of incorporation of an affiliate or subsidiary; 8) merger or consolidation of the corporation or any affiliate or subsidiary into or with any other corporation, or association, or approve any plan of exchange or corporate reorganization of the corporation or any affiliate or subsidiary; 9) acquisition, sale, lease, encumbrance, transfer or other alienation of all or substantially all of the assets of the corporation or any affiliate or subsidiary; 10) admission of any new members of the corporation; 11) any actions which may be inconsistent with the mission and strategic plan of the school, as determined by the school board.”

“There are no committees that have authority to act on behalf of the board.”

“The signing officer and the executive director of business and finance for brownell-talbot school both review and approve the form 990 and then the board of directors are provided an electronic version of the public disclosure copy of the form 990 for approval prior to filing the return with the irs.”

“Each trustee, key employee, and member of a committee shall annually sign the policy statement which affirms such person: 1) has received a copy of the conflict of interest policy, 2) has read and understands the policy, 3) has agreed to comply with the policy, and, 4) understands the organization is charitable and in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exemption. After disclosure of any financial interests and all material facts and after any discussion with the interested person, the individual shall leave the governing committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining committee members shall decide if a conflict of interest exists.”

“Brownell-talbot school, a related organization, has a written employment contract with the head of school and the compensation structure gets approved by the board of trustees.”

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

“Cash surrender value of life insurance 84,462.”

“Brownell-talbot school, a related organization, maintains a finance committee who is in charge of overseeing the financial aspects of the school, including oversight of the audit and selection of an independent accountant. This process has not changed from the prior year.”