The Primary School Bay Area

“Chan zuckerberg initiative, llc designates four directors to the board (czi designated directors).”

“Governance decisions are subject to approval by the designator, including: (i) changing, selling, or licensing the name of the corporation; (ii) approving or permitting the use or other exploitation of the name of the corporation by any party; (iii) changing the principal office of the corporation or the principal location at which the corporation conducts its activities; (iv) accepting contributions of cash or other assets from any party other than from a related party with respect to the corporation, czi designator, any affiliate or affiliated entity of czi designator, or any donor advised fund over which czi designator or any affiliate of czi designator has advisory privileges, or entering into any funding, pledge, grant, or similar agreement or commitment with any party under which the corporation may receive contributions of cash or other assets other than with a related party or czi designator funding source; (v) approving or effecting any (a) sale or disposition, directly or indirectly, whether through a single transaction or a series of related transactions, of all or a material portion of the corporation's assets; (b) merger, combination, consolidation, reorganization, recapitalization or similar transaction of or involving the corporation; or (c) conversion of the corporation from a corporation into any other form of organization; (vi) causing the corporation to be treated as other than exempt from income taxation under section 501(a) of the code (or any analogous provision of state or local law); (vii) filing or commencing any case or proceeding under any law relating to bankruptcy, insolvency, or relief of debtors, or seeking or taking any other action in furtherance of an appointment of a receiver, trustee, custodian, or any similar person for the corporation, or an assignment for the benefit of creditors; (viii) approving, permitting, or effecting any transaction to liquidate, wind up, or dissolve the corporation; (ix) initiating a petition or application for, or otherwise taking action to pursue status as, a charter school; or (x) approving the corporation's annual budget, approving any material expenditure not reflected in the then current and approved annual budget, or entering into any material contract not reflected in the then current and approved annual budget.”

“The information for the irs form 990 is prepared by the director of finance and accounting (dofa). Moss adams, external tax firm, receives the information and reviews and assembles the 990 tax report. The dofa reviews the draft irs form 990 prepared by moss adams. Dofa then distributes the draft to the board treasurer, ceo and other senior staff for review. Once final edits are updated, the final draft is distributed to board members for review and approval for filing.”

“The organization's conflict of interest policy covers 1) current directors, officers, key employees, and committee members, 2) spouses or domestic partners of anyone listed in 1), and 3) former officers, directors or key employees who served in such capacity within the last five years. Covered persons are required under the policy to disclose all known or potential conflicts to the board, committee or board's designee upon appointment and at any time a potential conflict arises, and all covered persons must sign a statement annually affirming understanding and compliance with the policy. When a potential conflict arises, the board, committee or board's designee determines if a conflict exists by concluding whether the covered person has an actual financial interest in and will benefit from a proposed transaction or arrangement. If it is determined that a covered person has a financial interest, the chairperson of the board or a majority of the disinterested directors shall appoint, if necessary to protect the interests of the organization, a disinterested person or committee to investigate alternatives to the proposed transaction and determine whether the organization could obtain a more advantageous transaction with a non-covered person. The board or committee shall then determine by a majority vote of the disinterested members whether to enter into the proposed transaction or arrangement. If the chairperson of the board or a majority of the disinterested directors determine that it is not necessary to investigate alternatives to the proposed transaction or arrangement to protect the interests of the organization, the board or committee shall determine the extent to which the covered person shall recuse himself or herself from further involvement in the proposed transaction or arrangement.”

“The board of directors or a committee thereof shall review any compensation packages (including benefits) of the executive director, president, treasurer and chief financial officer, regardless of job title, and shall approve such compensation only after determining that the compensation is just and reasonable. This review and approval shall occur when such officer is hired, when the term of employment of such officer is renewed or extended, and when the compensation of such officer is modified, unless the modification applies to substantially all of the employees of this organization.”

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