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“Per the bylaws of the organization, the bylaws may be altered, amended or repealed, or new bylaws may be adopted, only upon (i) in extraordinary circumstances in accordance with the bylaws solely by the member or (ii) the approval of at least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 top management. 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 Secretary is responsible for reviewing the signed statements and ensuring that interested persons are in compliance with the conflict of interest policy. The President reviews the Secretary's questionnaire. 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 Governance Committee reviewed and recommended to the full board the Head of School's compensation. The final decision was made by the full board without the attendance of the Head of School at any meetings. As part of the process, the organization gathered published comparable compensation including Form 990's and NAIS Data and Analysis for School Leadership salary survey. 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.”