The Potomac School

“Robert Moser and Sameer Bhargava - business relationship.”

“Approval of Amendments to Potomac School Bylaws April 6, 2017: Article II.A Language of Bylaw After Amendment: Composition of the Board and Election of Trustees. The Board of Trustees (the Board) of the School shall consist of the Head of School, as a non-voting trustee, and from seventeen to twenty-six elected and voting trustees. If the number of elected and voting trustees falls below seventeen, the Board will rectify the situation within thirty days as described in Section II.A.1 below (except that the timing for conducting elections and effectiveness of such elections shall occur on an expedited basis). In the case of a Third Term Trustee, an Extended Service Chair or an Extended Service Officer, the Board may exceed the limit of twenty-six elected and voting trustees. Article II.A.2 Language of Bylaw After Amendment: Term. Board trustees elected in the ordinary cycle, to fill positions beginning July 1 of a given year, shall serve a term of three years. The first term of any person elected to the Board to fill a vacancy commencing on a date other than July 1 shall end on June 30 of the third calendar year after the year in which the person is elected. The Board may re-elect a trustee to one additional, consecutive three-year term. If determined by the Board to be in the best interests of the School, the Board may re-elect a trustee to serve a third consecutive three-year term (a Third Term Trustee). The Board may elect a former trustee to serve one or more new terms (up to a maximum of three new terms in compliance with the preceding provisions) that begin at least one year after the former trustee's last term ended. No person may serve as a trustee for more than three consecutive terms. The Board may extend the term as trustee of an Officer of the Board as provided in Sections II.B.1 and II.B.2 below with respect to an Extended Service Chair or an Extended Service Officer. Article II.B.1 Language of Bylaw After Amendment: Chair. The Board shall elect a Chair for a three-year term after the Committee on Trustees recommends one or two candidates. At the end of the three-year term, the Board may extend the Chair's term by one additional year on the grounds that extraordinary circumstances and the best interests of the School justify such extension. In any case where the Chair's term is extended for a fourth year, the Board shall elect a Chair-Elect to serve as Chair at the conclusion of the fourth year. The Board shall not extend the Chair's term beyond the fourth year. When, due to early termination of a Chair during the academic year, because of resignation, removal, or death, the new Chair's three-year term shall end on June 30 of the second calendar year after election to that position. In the event that the Chair's service as a trustee would otherwise end prior to the end of his or her term as Chair, his or her term as trustee shall be automatically extended as necessary to allow completion of service as Chair (an Extended Service Chair). The Chair shall preside at meetings of the Board, shall in consultation with the Head set the agendas for meetings of the Board, and shall be responsible for providing leadership and direction in all aspects of the Board's work. Article II.B.2 Language of Bylaw After Amendment: Appointment of Other Officers. By July 1 of each year, the Chair for the fiscal year beginning on July 1 shall appoint the Vice-Chair, Treasurer, and Secretary after consultation with the Committee on Trustees and approval by the Board. The Board shall not extend a trustee's term to allow service as Vice-Chair, Treasurer, or Secretary unless determined by the Board to be in the best interests of the School (an Extended Service Officer). If the Board Chair does not appoint an officer by July 1, the existing officer shall have all the powers and duties of that officer until a new officer is appointed, provided that officer's term as trustee has not expired (unless that officer becomes an Extended Service Officer”

“The 990 is reviewed and approved by the audit committee. After that it goes to the full board for review and approval.”

“For key employees: where a potential conflict of interest exists, it shall be the responsibility of the person involved or any other person with knowledge to notify the head of school of the circumstances resulting in the potential conflict so that it can be communicated to the board of trustees who can, in counsel with the head of school, then provide such guidance and take such action as they shall deem appropriate. This statement shall be signed annually by all key employees. For board of trustees: where a potential conflict of interest exists, it shall be the responsibility of the person involved or any other person with knowledge to notify the chair and vice chair of the board of trustees as well as the chair of the committee on trustees of the circumstances resulting in the potential conflict so that the board of trustees can provide such guidance and take such action as it shall deem appropriate. This statement shall be signed annually by all trustees.”

“The compensation committee reviews and discusses the total compensation packages of the head of school and school administrators. Salary information only for similar positions from comparable schools are used to establish a reasonable compensation. The committee has the authority to approve the compensation package of the head of school and school administrators on an annual basis.”

“A public inspection file is maintained onsite that includes the 990, governing documents, conflict of interest policy, and financial statements.”

“Unrealized loss on swaps 1,580,148.”