Westminster School Inc.

“In conjunction with schedule o explanation, part xii, line 2c, the organization will make the form 990 available to all members of the governing body after the audit committee's initial review.”

“Members of the board of trustees are appointed to serve westminster school and its constituencies. The individuals who accept this position are expected to carry out their duties in a manner which inspires and assures the confidence of the school and the broader community. The trustees shall exercise the utmost good faith in all transactions touching upon their duties to the school and its property. In their dealings with and on behalf of the school, they are held to a strict rule of honest and fair dealings between themselves and the school. They shall not use their positions as trustees, or knowledge gained therefrom, so that a conflict might arise between the school's interest and that of any individual trustee. A conflict of interest arises when a trustee: (1) (a) is authorized to or (b) participates in the decision to authorize others to enter a business transaction on behalf of the school, which business transactions may directly or indirectly materially benefit that trustee or any related or affiliated person or entity; or (2) is involved in any activity which could adversely affect his or her judgement with respect to the business of the school. It is understood that many trustees are also members of westminster presbyterian church and/or parents/grandparents of students at westminster school and these are not considered to be material conflicts. Each potential conflict of interest shall be reported in writing to the board of trustees before any action affecting the particular matter is taken and the board shall determine how to proceed. Each member of the board of trustees shall annually receive a copy of the conflict of interest statement and shall return a signed copy to the executive committee of the board.”

“An evaluation is performed by the executive committee of the board of trustees. The current president of the board then reviews the evaluation using statistical data from surveys submitted by various member schools of the independent schools association of the southwest (isas) for comparative purposes. At the conclusion of this process, the board president approves and signs the salary agreement.”

“The organization will provide the governing documents, conflict of interest policy, and financial statements upon request.”

“The board of trustees may appoint an executive committee consisting of the president, various vice-presidents, the secretary, the treasurer, and the chairman of committees so designated by the board of trustees. The executive committee shall have and exercise all the powers of the board of trustees when the board is not in session, except that the acquisition or the disposition of any real property by the corporation shall have the prior approval of the board of trustees. Vacancies in the executive committee shall be filled by the board of trustees. Special meetings of the executive committee may be held at any time upon call of the president, or during his absence, upon the written request of any two members of the committee. Members of the executive committee shall be notified of all regular and special meetings, but such notice need not be in writing. Any member of the executive committee may waive notice of any meeting of the executive committee.”

“A number of trustees, or their spouses, are employed at companies that offer insurance, real estate, or financial services, or are professionals who offer services, and may therefore have on-going or occasional business or professional service relationships with other trustees. These business or professional service relationships are unrelated to service on the organization's board of trustees. The existence or possibility of such relationships does not create any issues or conflicts impacting the operations of the organization.”

“On april 16, 2020, westminster school was granted a small business administration loan (the "loan") by bancfirst in the aggregate amount of $1,047,700, pursuant to the paycheck protection program (the "ppp") under division a, title i of the cares act, which was enacted march 27, 2020. The loan, which was in the form of a note dated april 16, 2020 issued to the borrower, matures on april 16, 2022 and bears interest at a rate of 1.0% per annum, payable monthly commencing 10 months after the end of the covered period or until the forgiveness amount is remitted to bancfirst for the loan. The note may be prepaid by the borrower at any time prior to maturity with no prepayment penalties. Funds from the loan may only be used for eligible payroll costs, mortgage interest payments on any business mortgage obligation on real or personal property incurred before february 15, 2020, business rent or lease payments, and business utilities. The school intends to use the entire loan amount for qualifying expenses. Under the terms of the ppp, certain amounts of the loan may be forgiven if they are used for qualifying expenses as described in the cares act. Under current provisions, the amount of loan forgiveness may be reduced if the borrower terminates employees or reduces salaries during the eight-week or 24-week covered period. Westminster school has chosen to classify the loan as a current liability since the school anticipates loan forgiveness in the upcoming year.”

“The board of trustees has delegated the review of the form 990 to the audit committee. The audit committee reviews a draft of the form 990 prior to filing the form. Subsequent to the audit committee review, the form 990 is made available to all members of the governing body. Once the approval of the audit committee is received, and the governing body accepts the audit committee report of the form 990, the form is filed.”