St John'S School

“The Corporation made changes to its Articles of Incorporation (now called its Restated Certificate of Formation under Texas law) and Bylaws during the tax year ended June 30, 2016. None of these changes related to the exempt purpose for which the Corporation was formed (i.e., to promote education through the ownership and operation of a school located in Houston, Texas). Rather, these changes were enacted primarily to maintain conformity with current best practices for tax-exempt nonprofit corporations with respect to both Texas and Federal law. For example, as permitted under Texas law, and in order to enhance the efficient administration of the Corporation, the documents were revised to specifically authorize the Corporations Trustees to take action in lieu of a formal meeting by the written vote of two-thirds of the Trustees. Also, in order to enhance consistency and interpretative ease, certain actions that previously required the affirmative vote of 61.5% of the Trustees now require the vote of two-thirds of the Trustees. In addition, to account for the population growth in the counties surrounding the county in which the school is located (i.e., Harris County), the documents were revised to clarify that students may be accepted to the school irrespective of the county in which they reside. Finally, the documents were revised to clarify that in the event that the Corporation were to dissolve, the Trustees of the Corporation would have the discretion to determine which organizations exempt from federal income tax under section 501(c)(3) of the Code or described by section 170(c)(1) or (2) of the Code would receive the Corporations assets.”

“The Form 990 is reviewed by the Audit Committee of the Board of Trustees. A copy of the Form is provided to the entire Board prior to filing.”

“Board members are required to complete a questionnaire annually which discloses any potential conflicts of interest. The question of whether a Financial Interest gives rise to a Conflict of Interest shall, at the Chairman of the Board of Trustees' discretion, be referred to either the full Board or the Audit Committee. After disclosure of the Financial Interest and all material facts relating thereto, and after any discussion thereof, including the Interested Persons presentation to the Board or Audit Committee (as the case may be), the Interested Person shall leave the Board meeting or Audit Committee meeting while the Financial Interest is discussed and voted upon. The remaining disinterested Board Trustees or Audit Committee members shall decide if a Conflict of Interest exists. An Interested Person shall not be present in any meeting during any discussion of, and vote on, the Financial Interest, transaction or arrangement that results in the potential or actual Conflict of Interest.”

“Compensation of the Headmaster (CEO) is determined by the Headmaster Committee of the Board of Trustees. The Headmaster Committee consists of only independent trustees. To assist in its determinations, the Committee is provided with information from an independent consultant regarding comparability data and the Intermediate Sanctions provisions of the Internal Revenue Code. The deliberations and determinations of the Committee are recorded in the minutes of the Committee's meetings, which are approved by the Committee.”

“Compensation of other officers of the organization is determined by the CEO based upon comparability data and contemporaneous substantiation. The organization is a member of several groups that benchmark various metrics for independent schools including compensation comparative data.”

“The organization does not currently make these items available to the public.”

“Change in value of derivative agreement = $103775”