Tracy Learning Center-Discovery Charter School

“The board may appoint an executive committee and one or more other committees each consisting of two (2) or more directors to serve at the pleasure of the board, and delegate to such committee any of the authority of the board, except with respect to: a. The filling of vacancies on the board or on any committee which has the authority of the board; b. The fixing of compensation of the directors for serving on the board or on any committee; c. The amendment or repeal of bylaws or the adoption of new bylaws; d. The amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable; e. The appointment of other committees having the authority of the board; f. The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected; or g. The approval of any self-dealing transaction as such transactions are defined in section 5233(a) of the california nonprofit public benefit corporation law, except as permitted under section 23 of this article. Any such committee must be created, and the members thereof appointed, by resolution adopted by a majority of the number of directors then in office, and any such committee may be designated as an executive committee or by such other name as the board shall specify. The board may appoint, in the same manner, alternate members to a committee who may replace any absent member at any meeting of the committee. The board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the board, such committee, or these bylaws shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this article iv applicable to meetings and actions of the board. Minutes shall be kept of each meeting of each committee.”

“The 990 return is initially reviewed by the board prior to filing the return.”

“In connection with any actual or possible conflict of interest, aninterested person must disclose the existence of the financial interest andbe given the opportunity to disclose all material facts to the directorsand members of committees considering the proposed transaction orarrangement. After disclosure of the financial interest and all materialfacts, and after any discussion with the interested person, he/she shallleave the board of directors meeting while the determination of a conflictof interest is discussed and voted upon. The remaining board members shalldecide if a conflict of interest exists.”

“The process includes all of these elements: (1) review and approval by theboard of directors, or executive director (2) use of data as to comparablecompensation; and (3) contemporaneous documentation and recordkeeping.same as above.”

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