Woodward Hines Education Foundation

“On 3/24/15 education services foundation (esf) amended its bylaws to change the number of directors from 7 to 9. On 11/17/15 the board approved another change which allowed for non-board members to serve on committees. This change stated in part that all committees, other than the executive committee, must be made up of two or more individuals - two of which must be directors. It also stated that approval of any action by a committee must be approved by a majority of the directors on the committee.”

“The executive director distributes a copy of the tax return to the board at their regular meeting. All board members review the return and check for any changes or additions that need to be made. Once it has been decided that no further changes are necessary, the return is finalized and filed.”

“The organization requires all directors, principal officers and members of committees with governing board-delegated powers ("interested parties") to complete an annual conflict of interest statement disclosing any relationships that might pose a conflict of interest. The audit committee of the board reviews any potential conflicts of interest. If the committee determines there is an actual conflict of interest, they take appropriate actions to determine whether the transaction or arrangement is in the organization's best interest and is fair and reasonable. If the audit committee determines that an interested person has failed to disclose an actual or potential conflict of interest, the audit committee has the authority to take appropriate disciplinary and corrective action.”

“The organization's human resource committee assumes the responsibility for determining fair and competitve compensation for the organization's officers and employees. The board of directors approves the compensation of the organization's officers and employees.”

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

“The organization maintains an audit committee which assumes the responsibility for oversight of the financial statement audit by independent certified public accountants. This process has not changed from the prior year.”