Georgetown Day School Inc.

“Article iv. Membership. Section 1. This corporation shall be a membership corporation and shall have only one class of members: the parents or guardians of students registered in the school. Section 2. The parent or guardian of each student registered in the school shall be entitled to membership when a student is first registered, except that only one membership may be issued to any one family. If the parents of a child are separated or divorced, the membership shall be held by that parent who enrolls the child in the school except when the parents decide otherwise and so notify the school. When all the students registered in the name of a parent or guardian are withdrawn from the school, the parent or guardian shall cease to have membership in the corporation. Section 3. The holder of each membership shall be entitled to one vote. No member may vote more than once on any specific voting issue. Section 4. Communication with the membership shall take place by mail, either electronic or postal.”

“Article v. Meetings of the membership. Section 1. The regular annual meeting of members shall be held once every academic year, at such day, time and place as shall be determined by the board of trustees. Section 2. The regular annual meeting shall be for the purpose of electing trustees, presenting the budget, considering the state of the school and transacting such other business as may come before it. Section 3. Special meetings of members may be called by the chair, by a majority of the board of trustees, or by written petition of seventy-five (75) members. The special meeting shall be held within three weeks after the petition is presented. Section 4. Written notice of all membership meetings, whether regular or special, stating the time, place and purposes thereof, including a full agenda, shall be mailed or delivered by the board to each member of this corporation no fewer than ten (10) business days before the date of the meeting, except as a different period of notice for any meeting is specified elsewhere in these by-laws. Any matter or issue may be placed on the agenda of any regular or special meeting by a written petition of fifteen (15) members delivered to the chair of the board (c/o the head of school's office) at least five (5) business days before the meeting. Unless placed on such agenda, no matter or issue may be voted upon at the meeting. Section 5. The presence of one hundred twenty-five (125) members entitled to vote at any meeting shall constitute a quorum. Mail proxies shall be permitted on any substantive matter or issue to be voted on at a meeting. These proxies will be counted for the purpose of determining whether a quorum exists at the meeting. Any member who has mailed in a proxy may attend the meeting, revoke tbe proxy and vote personally at the meeting. A majority of those voting in person or by proxy shall determine the outcome of any substantive matter or issue voted on at a meeting, except that the election of trustees shall be determined pursuant to section 8 of this article, and except as otherwise provided by law, or by these by-laws. Section 6. Where and in the manner authorized by the board of trustees, any action required to be taken at a meeting of the voting members or any action which may be taken at a meeting of the voting members may be conducted by ballot by means of u.s. Mail, fax, electronic mail or any other method of voting provided for by the district of columbia nonprofit corporation act "the act". Such voting shall be subject to the same quorum and notice requirements as a meeting held in person based on the number of ballots returned. The board of trustees must require all ballots to be received by a date certain, in lieu of seeking a vote at a regular or special meeting of the corporation. Whenever a quorum is not achieved at a regular or special meeting, precluding a vote on an agenda item, the board of trustees thereafter may adjourn the meeting of the members to a new time or conduct a vote solely by mail or electronic ballot. A majority of those voting shall determine the outcome of the issue voted on. This paragraph is inapplicable to elections for the board of trustees covered in section 8 of this article. Section 7. Except insofar as the board of trustees shall specify otherwise, regular and special meetings of the members shall be conducted to the extent practicable in accordance with the then current edition of robert's rules of order. Section 8. The nominees for the trustee positions receiving the largest number of votes shall be elected trustees for those vacancies that exist. Such votes may be cast at the annual meeting at which a quorum is present, or at a special meeting, or mail ballot, or electronic ballot, or other form permissible pursuant to article v, section 5 or 6. Elections shall be by secret ballot. Section 9. As used herein, the term "mail" shall be deemed to include electronic mail. Section 10. Where and in the manner authorized by the board of”

“Members must approve changes in by-laws and debt incurrance over 20% of budget.”

“The audit committee meets with the accountants to discuss the 990 filing. The audit committee reviews the form 990. A copy of the completed form is provided to the board for review prior to filing.”

“Each year all board members and school administration are required to complete the conflict of interest statement. These files are maintained by the executive assistant to the head of the school. Faculty and staff are contractually required to report conflicts of interest to the head of the school.”

“The board and its committees benchmark the head of school's compensation with other schools using survey data. The initial compensation of administrative staff is also determined using compensation survey data. Initial compensation of faculty is determined using the school's faculty salary chart which takes into consideration teaching and relevant experience. The faculty salary chart is compared to survey data on an annual basis. The organization also documents the decisions of the committee.”

“The organization's bylaws are available on the school website as well as by request. Audited financial statements and conflict of interest policy are provided upon request for the same period of disclosure as set forth in section 6104(d).”

“Interest rate swap loss -1,614,236. Interest rate cap loss -68,439.”

“The process for overseeing the audit of the financial statements and selection of an independent accountant that audited the financial statements has been consistent with prior years.”