Adopt-A-Classroom Inc.

“The executive committee has limited authority to act between full board meetings, and must report any such actions to the full board. No broad delegation of authority exists.”

“The 990 is reviewed first by the board treasurer, then by the chair of the board before it is presented to the full board for review, discussion, and approval.”

“All Board members and key management are required to complete a conflict of interest disclosure form on an annual basis. No such conflicts of interest were found to exist in the most recent fiscal year. COO follows up directly with any board members who fail to submit their form to ensure compliance. adopt-a-classroom asks each employee and board member whether he has an actual or possible conflict and to describe any relationships, transactions, or other circumstances that may result in a conflict of interest. If an actual or possible conflict arises, adopt-a-classroom refers such matters to its outside legal counsel for determination, and relies on legal counsel to determine whether a conflict exists, and what restrictions may apply to the related parties.”

“Compensation for the Executive Director is determined by the Search Committee of the Board of Directors at the time of hiring and approved by the full board. Such decisions are made with reference to external salary surveys (primarily the most recent edition of the Minnesota Nonprofit Salary and Benefit Survey, produced by the Minnesota Council of Nonprofits). In addition, the Compensation Committee of the Board of Directors reviews the compensation of all executives of the organization whose total compensation exceeds $100,000 per year at least once every 2 years. The most recent such review was completed by the Compensation Committee in June, 2015; results and recommendations were presented to the full Board of Directors at its meeting on June 26, 2015; and a summary of the Compensation Committee's work, including external references utilized, are contained in the "Report of Actions and Recommendations by the Compensation Committee of the Board of Directors of AdoptAClassroom Inc. for the fiscal year ending 6/30/2015".”

“The Organization's bylaws, financial statements and conflict of interest policy are made available through the Organization's website. The Organization's articles of incorporation and bylaws are available upon request.”

“Due to the relatively small size of the board, the functions of the Audit Committee are currently assumed by the Finance Committee. The Finance Committee reviews the audit and 990, which are then presented to the full Board of Directors for final approval. The engagement of the accounting firm to perform the annual audit is approved by the Board Chair if there is no change in providers from the prior year. If new providers are to be selected, that selection process would be handled by the Finance Committee and approved by the full board.”