Taipei American School Foundation

“The following changes were made in the school's certificate of incorporation (coi) or bylaws that better reflects existing delaware law during the reporting period. 1. The inclusion language about the american institute in taiwan (ait) director position 2. Incorporating a litigation cost clause in the event tasf is sued and the party that sues fails to win 3. Provides the executive officers the same indemnification protection that is afforded the board of directors 4. Adding the board ratification of administrators' contract renewals and 5. Enabling general members to vote any director out of the tas board for cause.”

“The school shall have two classes of membership, general members and special members. Each parent of a student at any time then currently enrolled in the school shall automatically become a general member. Each person elected or appointed to school board of directors (including both elected directors and appointed directors) shall automatically be a special member, until such status is terminated. Status as a special member shall not affect an individual status as a general member, if any. At any meeting of the general members or special members, each member present, in person or by proxy, will be entitled to one (1) vote.”

“At all times the board of directors shall be comprised of a minimum of nine (9) and a maximum of fourteen (14) individuals as follows: (a) a minimum of seven (7) and a maximum of nine (9) individuals elected by the general members (b) a minimum of two (2) and a maximum of five (5) individuals appointed by the special members. One (1) of such appointed director seats shall be reserved for an employee of the american institute in taiwan (ait). The ait representative director shall be an appointed director with all of the same rights, duties, and obligations as the other directors. The elected directors shall be elected from time to time by a majority vote of the general members of the school, following the nomination procedures provided in section 5 of the article. Each full term of an elected director shall be thirty-six (36) months. The appointed directors shall be appointed from time to time by a two-thirds (2/3) vote of the special members. Each full term of an appointed director shall be forty-eight (48) months.”

“Alongside the governing body, the general members shall have rights (governance decisions) in their capacity as members (i) the right to vote on adoption, amendment, or repeal of bylaws by the members as provided in article viii, section 3; and (ii) other voting rights required by the delaware general corporation law.”

“The form 990 was reviewed by an independent public accounting firm as well as the chief financial officer and controller of the organization. A redacted version of the form 990, which did not include the donors' names as some donors requested to remain anonymous, was then provided to all board members for review prior to filing.”

“The board of directors is the authorized body empowered to review and approve conflict of interest transactions. Covered persons interested in a transaction with tas shall promptly advise and disclose all material facts to the authorized body, which shall determine (a) whether a conflict exists and, if so (b) whether it is proper legally and ethically to enter into the transaction. Each covered person shall annually sign a statement that (a) the person has received a copy of this policy, has read and understood it, and has agreed to comply with it; and (b) if required, discloses the person's financial interests and family relationships that could give rise to conflicts of interest. Tas shall annually review disclosure forms submitted and monitor compliance with this policy.”

“The board of directors, none of whom had a conflict of interest, evaluated the head of school's compensation during the tax year. The salary adjustment, if any, was reviewed by the compensation committee which consists of the board chair, vice chair, secretary, the governance committee chair and the m&r (management & resources) committee chair. It was then approved by the full board of directors before becoming part of the budget. The evaluation considered benchmarking data from comparable schools in the earcos region and the head of school's compensation as disclosed in forms 990 of similarly sized private schools. The committee's discussions and deliberations were contemporaneously documented. The last compensation review for the head of school occurred in may 2024. Form 990, part vi, section b, line 15b: the administrators' compensation is determined by the head of school upon initial hire using benchmark compensation of similar size overseas schools. Periodic salary adjustments are approved by the head of school and are provided to human resources and controller offices for inclusion in the annual budget cycle for board of directors' approval.”

“Tas policy manual including governing documents and conflict of interest policy is available at secured school portals. The audited financial statements are not open to the public unless the request is approved by tas authorized persons.”

“Currency exchange loss -5,488,844.”

“State of legal domicile (item m), the school is located in 800 zhongshan n. Rd., sec. 6, taipei, taiwan roc 11152 (tw). Total number of employees (part i, line 5), 639 employees included 256 u.s. Employees and 383 non-u.s. Employees as of december 31, 2023. The states with which a copy of this form 990 is required to be filed (part vi, line 17), the school is not required to file form 990 in any state. State the name, physical address, and telephone number of the person who possesses the books and records of the organization (part vi, line 20), cathy hsu, controller, taipei american school foundation, 800 zhongshan n. Rd., sec. 6, taipei, taiwan roc 11152, +886-2-7750-9900 ext. 332. Due to software limitations, the taiwan telephone number does not appear on part vi, line 20.”