Saint Michael Episcopal School

“The Executive Committee consists of the following ex officio voting members: the President, the Secretary, the Treasurer and one additional director appointed by the President. The Executive Committee may exercise, when the board of directors is not in session, all of the authority and powers of the board of directors in the business and affairs of the Corporation; provided, however, (i) the foregoing shall not be construed as authorizing action by the Executive Committee with respect to any action which by statute, the Certificate of Formation or the Bylaws, is required to be taken by vote of a specified proportion of the number of directors then in office, or any other action required or specified by statute, the Certificate of Formation or the Bylaws to be taken by the board of directors, as, and (ii) the Executive Committee shall endeavor to confine its exercise of the authority delegated to it to time sensitive issues that require immediate action in situations in which convening the entire board of directors is not feasible.”

“Per the bylaws of the organization, the sole member of the organization is Saint Michael and All Angels Episcopal Church, a Texas nonprofit corporation. The sole member of the organization shall have no right to call a meeting of members, either an annual meeting or special meeting, to consider and vote upon any kind of matter relating to the School, including but not limited to, its organization or operation, except as specifically set forth in the bylaws. The member shall have the right to approve any amendment to the bylaws prepared by the board of directors and, under extraordinary circumstances (as stated in the notice of annual meeting or special meeting), propose and approve any amendments to the bylaws.”

“The Governance Committee of the sole member (Church) shall nominate persons for election as voting Directors. Members of the board of directors shall be elected from the board nominees by a vote of the majority of all current voting directors of the corporation.”

“Per the bylaws of the organization, the bylaws may be altered, amended or repealed, or new bylaws may be adopted, only upon (i) in extraordinary circumstances in accordance with the bylaws solely by the member or (ii) the approval of at least a majority of the number of directors in office and the approval of the member.”

“Form 990 is prepared by an independent CPA firm and is reviewed in detail by the organization's President and Head of School. The Form 990 is then distributed to the board of directors for their review prior to being filed with the IRS.”

“The organization requires all officers and board members to annually complete and sign a conflict of interest questionnaire. The President is responsible for reviewing the signed statements and ensuring that interested persons are in compliance with the conflict of interest policy. Should any potential conflicts of interest be disclosed, the board member or officer would be asked to refrain from participation in any deliberation or decision with regard to matters affected by the relationship.”

“Line 15a: The Head of School's 2019/2020 compensation was determined after a review of similar Head of School's compensation. This review included compensation information from the Southwest Association of Episcopal School's, head of school compensation data and compensation from similar schools in the same geographical area. The compensation was approved by the board of directors, independent from the Head of School, and without her presence prior to instituting the new compensation. The determination process and decision are documented in the board minutes. Line 15b: The organization does not compensate any other officers or key employees. Therefore, this line was answered no in accordance with the instructions.”

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

“Dr. Chris Girata is employed by Saint Michael and All Angels Episcopal Church, a related organization. Saint Michael's Episcopal School provided Saint Michael and All Angels Episcopal Church with information regarding its compensation reporting obligations regarding Dr. Girata, but did not receive Dr. Girata's compensation information for inclusion on this form. Per the Instructions, the organization is not required to report compensation from a related organization to a person listed on Part VII, Section A, if the organization is unable to secure the information on compensation paid by the related organization after making a reasonable effort to obtain it, and it is unable to make a reasonable estimate of such compensation.”

“Other Professional Fees: Program service expenses 180,115. Management and general expenses 77,106. Fundraising expenses 0. Total expenses 257,221.”

“In accordance with the principles of FASB ASU 2016-14 (ASC 958), the organization has implemented required changes to its audited financial statements for the period ended 6/30/2019. To date, Form 990 and its associated schedules have not been updated to reflect changes made by this standard. Thus, we have reported the revised net asset categories from the audited financial statements as follows on Form 990, Part X, Lines 27-29: Line 27 - Net assets without donor restrictions $ 343,555 Line 29 - Net assets with donor restrictions $ 73,819 Total net assets $ 417,374”

“The organization's board assumes responsibility for oversight of the audit of its financial statements and selection of its independent accountant. This process has not changed since the previous year.”