Wisashickon Foundation

“On january 31, 2022, the bylaws were amended to update the term of office for trustees. Previously, there was no limit on the number of terms a trustee could serve. With the amendment, after two (2) consecutive terms, a trustee must remain off the board for a period of at least one (1) year before being reappointed or reelected to serve any additional term(s).”

“The members of the board shall be selected by wissahickon charter school, a related 501(c)(3) public charity.”

“Without the approval of the wissahickon charter school, a related 501(c)(3) public charity, the board may not: (a) change the mission or purpose of the foundation set forth in article ii above; (b) borrow more than $50,000 under terms which provide for a repayment period in excess of three months; (c) sell or otherwise alienate any real property within its ownership and control; (d) enter into any agreements to lease real property from a third party; (e) amend the foundation's articles of incorporation or the bylaws; (f) undertake any single (individual) capital expenditures in excess of $10,000 and any aggregate capital expenditures involving related projects which, in the aggregate, exceed $50,000; (g) authorize fundamental changes to the foundation, including the adoption of a plan of dissolution of the foundation; the adoption of a plan of merger, consolidation, division, conversion or affiliation with another entity; and change to the current foundation's corporate organizational structure; (h) authorize and designate officers of the foundation to execute a deed of assignment for the benefit of creditors; file a voluntary petition in bankruptcy; file an answer consenting to the appointment of a receiver; or file an answer to an involuntary petition in bankruptcy; (i) organize or acquire any subsidiary or affiliate”

“The organization has no committees with authority to act on behalf of the governing body.”

“The board is provided a copy of the 990 for their review. Once reviewed by the board, the 990 is submitted to the internal revenue service.”

“The organization is required by law to have all trustees, principal officer and members file a conflict of interest on an annual basis. The conflict of interest policy applies to the trustees, principal officer and members. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of his or her financial interest and all material facts to the trustees and members of committees with board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the board of trustees or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining trustees or committee members shall decide if a conflict of interest exists. The president of the foundation or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board of trustees or committee shall determine whether the foundation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board of trustees or committee shall determine by a majority vote of the disinterested trustees whether the transaction or arrangement is in the foundation's best interest and for its own benefit and whether the transaction is fair and reasonable to the foundation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. The conflict of interest policy includes a duty to disclose potential conflicts as they arise. Each trustee, principal officer and member of a committee with board delegated powers shall annually sign a statement which affirms that such person: a. Has received a copy of the conflict of interest policy b. Has read and understands the policy c. Has agreed to comply with the policy d. Understands that the foundation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.”

“The organization does not compensate any individual who meets the internal revenue service definition of top management official, other officer, or key employee.”

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

“The school's financial statements are prepared under governmental auditing standards, which do not require disclosure of management's evaluation of uncertain tax positions. Management has performed this evaluation and is not aware of any activities that would jeopardize the school's tax-exempt status.”