The Heights Land Company Inc

“The board of directors may, by resolution of a majority vote of the directors in office, designate three or more of their number to constitute an executive committee, who, to the extent provided in such resolution shall have and may exercise the power of the board of directors in the management of the affairs and property of the corporation and the exercise of its corporate powers; provided, however, that the designation of such committee and delegations of authority thereto shall not operate to relieve the board of directors, or any director individually, of any responsibility imposed on it or him or her by the bylaws or by law. Unless otherwise required by the board of directors, the executive committee shall meet four times per annum, with meeting schedules set by the executive committee. A majority of the executive committee will be necessary for a quorom, and a vote of a majority of the members of the executive committee present at a meeting having a quorom shall be required for any action of the executive committee.”

“The sole memeber is the heights center, inc.”

“The board of directors shall be comprised of those persons serving as active and voting members of the executive committee of the sole member the heights center, inc.”

“No committees are authorized to act on behalf of the board.”

“The return is given to the president/ceo, kathryn kelly, to sign and then is presented to the finance committee.”

“If a board member or an employee has any influence on any material business transactions, he or she must disclose to an officer of the organization as soon as possible the existence of any actual or potential conflict of interest so that safeguards can be established to protect all parties. Each board member signs a conflict-of-interest form. The president/ceo oversees the process. The coo reviews possible conflicts of interest with vendors and hiring managers review possible conflicts of interest with prospective employees. Possible conflicts are presented to the board and to the audit firm.”

“The governing documents, conflict of interest policy, and financial statement are available upon request.”

“Dale mausteller's w-2 is paid by an affiliated organization, the heights charter school. The land company and its related organizations reimburse the school for dale's salary for the portion of his time spent at the corresponding organizations. The portion of his salary allocated to the school is not presented on the part vii list of officers. Therefore, the part vii compensation reported for dale does not include his total w-2 compensation.”