Pinellas Education Foundation

“As part of our commitment to strong and effective governance, the bylaws underwent a comprehensive review and revision, including legal review by an attorney. Significant updates were made to improve the overall format and structure, along with a general cleanup of language for clarity and consistency. In addition to these formatting and language improvements, the following key changes were made: -added a new section about the corporation and stating our purpose, and designated 501c3 -reduced the number of directors from 40 to 35 -states pta representative may be invited to serve as non-voting member -quorum remains majority but clarified to those who are eligible to vote -provides provisions should there be a need to remove a director -clarifies how to fill vacancies -allows for electronic or telephonic meetings -updated to state that the corporation has no members -clarifies that the executive committee can act on matters that are urgent and cannot reasonably wait until a full board meeting. Any actions taken by the executive committee have to be reported to the full board and ratified. It limits their authority to not change any of the governing documents or fill any board vacancies. -executive committee meeting notice requirements changed from 5 to 3 days -removed the detailed description of governance committee functions. Governance committee remains a standing committee. -provides details on the creation, function, and powers for other committees. Governance and finance committees are defined as standing committees. Committee charters required to define purpose and authority. -further clarifies officers' duties, removal (with or without cause) and vacancies within the board -defines director of officer of this corporation, each an "indemnitee and dictates purchase of appropriate insurance to cover all directors and officers for this indemnification obligation -removes providing copy of audit to pinellas county school board -adds that contracts over $50,000 must be approved by the board”

“The form 990 will be reviewed internally initially. The finance committee will review and recommend to the board whether the form 990 should be approved and filed.”

“Board members receive a copy of the foundation's conflict of interest policy annually. Each member is required to sign the policy and disclose any conflicts. New staff are required to sign an acknowledgement that they will abide by the foundation's policies and procedures as outlined in the employee handbook.”

“To ensure the ceo's compensation package is fair and reasonable, an outside consultant reviews salary surveys and comparable data. Compensation is reviewed and based on performance annually. The ceo uses a comparable analysis methodology and resources from an external hr consultant to set compensation of other officers. The ceo has final approval for all officers' compensation. The latest compensaton survey was completed on september 3, 2025.”

“The organization's governing documents, conflict of interest policy, and financial statements are made available to the public upon request. The organization's form 990 - public disclosure copy and audited financials are also available on the organization's website at https://pinellaseducation.org/who-we-are/#financial-reports-section”

“Return of matching funds -287,109. Write off of uncollectible pledges -1,637,000.”

“The audit committee oversees the audit of the foundation's books and records and reviews the foundation's internal financial controls and procedures. Activities include: - oversee the process to hire an audit firm. - review and approve the engagement letter. - meet with the auditors to discuss their audit plan and to review the previous and future year's audit fees. - review the results of the audit. The finance and investment committee ensures the long-term financial health of the foundation. Activities include: - review operating budgets. - review monthly financial statements. - review financial policies, including the investment policy. - review income tax returns. - monitor compliance with agreements containing financial covenants. - oversee the process to hire an investment firm. - meet with the investment firm to discuss their investment strategy and to make recommendations to the board on changes.”