Kent Denver Country Day School

“During such time as the board of trustees shall not be in session, the management and control of kent denver shall be vested in an executive committee consisting of not less than seven nor more than ten voting trustees of the board, one of whom shall be the president. The executive committee shall have all the powers and authority possessed by the board of trustees except those reserved to said board by law. The executive committee may not (a) authorize distributions; (b) elect, appoint, or remove any trustee; (c) amend the articles of incorporation; (d)adopt, amend, or repeal the bylwas; (e) approve a plan of merger; or (f) approve a sale, lease, exchange, or other disposition of all, or substantially all, of the corporation's property. The members of the executive committee shall be elected annually immediately following the election of officers at each annual meeting, and shall hold office at the pleasure of the board until next annual meeting.”

“The form 990 is reviewed internally by the organization's management and then reviewed by the board of trustees before it is filed.”

“In the event any trustee has a conflict of interest that might properly limit such trustee's fair and impartial participation in board deliberations or decisions, such trustee shall inform the board as to the circumstances of such conflict. If those circumstances require the nonparticipation of the affected trustee, the board may nonetheless request from the trustee any appropriate non-confidential information, which might inform its decisions. "conflict of interest", as referred to herein, shall include but shall not be limited to, any transaction by or with the corporation in which a trustee (or any affiliate of the trustee) has a direct or indirect personal interest, or any transaction in which a trustee is unable to exercise impartial judgment or otherwise act in the best interest of the corporation. No trustee shall cast a vote, nor take part in the final deliberation in any matter in which he or she, members of his or her immediate family, or any organization to which trustee has allegiance, has a personal interest that may be seen as competing with the interest of kent denver. Any trustee who believes he or she may have such a conflict of interest shall notify the board prior to deliberation on the matter in question, and the disinterested voting trustee shall make the final determination as to whether any trustee has a conflict of interest in any matter. The minutes of the board meeting shall reflect disclosure of any conflict of interest and the recusal of the interested trustee.”

“The organization has a compensation committee that reviews the salary of the head of school and the associate head of school. Benchmark data is gathered from the national association of independent schools website for compensation information for similar positions at like institutions.”

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