The Gregory School

“There is an executive committee consisting of the officers and any honorary members or ex officio members, as determined by the president. Not withstanding the provisions of section 2 of article v or of article x of the bylaws, the executive committee is authorized to expedite the transaction of business and management of the corporation between regular meetings of the board and be authorized to approve expenditures not to exceed $10,000. Subject to any specific limitation imposed by applicable law, the articles, or the bylaws, the executive committee has such further specific powers as may from time to time be conferred upon it by resolution ol the board, and the executive committee may exercise such powers in such manner as it may deem for the best interests of the corporation in all cases in which specific directions have not been given by the board. Unless expressly authorized by a majority of the board, in no event will the executive committee have the authority to act on behalf of the board for the purpose of (a) amending the bylaws or the articles. (b) amending the budget, or (c) making decisions covering the selection or retention of the head of school. All actions taken by the executive committee must be reported to the board and included in the minutes of the board.”

“A draft copy of the 990 is reviewed in detail by the head of school, director of finance, the executive committee, and the finance committee prior to filing.”

“In connection with any actual or possible conflict of interest, an interested person (any trustee, principal officer, or member of a committe iwth governing board delategated powers who has a direct or indirect fianncial interest) must disclose the existance of the conflict of interest and be given the opportunity to disclose all material facts to the trustees and members of committees with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of a financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon, wherein the qualified persons decide if a conflict of interest exists. The policy is reviewed annually or with major changes in board membership. After exercising due dilligence, the governing board or committee shall determine whether the school can obtain with reasonable efforts a more adventageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more adventagous transaction or arrangement is not reasonably possible, the governing board or committe shall determine by a majority vote, by at least two of the qualified persons, whether the transaction or arrangement is in the school's best interest, and whether it is fair and reasonable.”

“A subset of the board reviews the employment contract for the head of school within the final year of the then-current contract, and then both the executive committee and the full board of trustees review and approve substantive changes to the renewal contract, as applicable. Data from other independent schools is compared as part of the contract renewal process. Minutes from applicable executive and board meetings reflect that the contract was reviewed and approved. The head of school and director of finance review the salaries annually of the remaining employees, with the head of school responsible for the final determination thereof. Salaries of similar positions and length of service at the largest public school district in the local area are used as benchmarks for comparison with adjustments based on merit. The salaries are documented in the annual employment contracts. Salaries and related employment benefits are reviewed annually with the board of trustees input about any across the board raises. This process was last completed in 2025.”

“The organization's governing documents, conflict of interest policy, and financial statements are available upon request.”

“The process for oversight and selection of an indepentent accountant has not changed from the prior year.”