The Day School

“The executive committee shall have the power to transact all regular business of the the day school during the period between the meetings of the board of directors, subject to any prior limitations imposed by the member or board of directors and with the understanding that all matters of major importance will be referred to the board of directors for approval, subject to the reserved powers of the member. Minutes of the executive committee meetings and reports of its actions shall be submitted to the board of directors and its actions shall be subject to ratification at the next regular board meeting.”

“Business relationships: urmi ashar, marshall l. Balk, m.d., romayne l. Botti, susan l. Boyle, mccall cravens, thomas a. Doran, brian j. Ferguson, brett fulesday, anthony gabbianelli, robert i. Glimcher, danica griffith, steffanie j jasper, john jubas, jonathan m. Kamin, j.a. Katarincic, jr., elizabeth l. Macdougall, brian m. Mcinerney, wendy a. Pardee, phd, maria m. Paluselli, henry b. Stafford, donna j. Sturgess.”

“The sole member of the day school is the children's institute parent company.”

“The parent company shall appoint and remove directors of the day school, with or without cause.”

“The following are reserved powers of the sole member, the parent company: -adopt, amend, modify or restate the articles of incorporation and bylaws of the day school in whole or in part; -appoint and remove directors of the day school, with or without cause; -appoint and remove the president of the board; -appoint and remove the chairperson and other officers of the board; -approve the strategic plan of the day school; -approve the operating and capital budgets of the day school; -appoint and remove the independent fiscal auditor of the day school; -approve any merger, consolidation, transfer or relinquishment of membership rights, or the sale of all or substantially all of the operating assets of the day school; -approve any dissolution, winding up or abandonment of operations, liquidation, filing of action in bankruptcy, receivership or similar action affecting the day school; -approve any formation or dissolution of subsidiaries, partnerships, andother joint ventures involving the day school; -approve any pledge or encumbrance of assets whether pursuant to a sale, capital lease, mortgage, disposition, hypothecation, or other similar transaction; -approve any change to the structure or operation of the day school which wouldaffect its status as a nonprofit entity that is exempt from taxation under section 501(c)(3) of the internal revenue code; and -approve all other matters and take all other actions reserved to members of nonprofit corporations by the laws of the commonwealth of pennsylvania.”

“The day school recognizes that as part of the board of directors' governance role, they should review the irs form 990. The aforementioned review has been delegated by the board to the parent company's audit committee. The day school (ds) along with ds's certified public accounting firm are responsible for the timely preparation of form 990. The audit committee of the parent company reviewed the completed form 990 in advance of an audit committee meeting to enable a detailed conscientious review by committee members. The appropriate representatives of the certified public accounting firm and ds's chief financial officer addressed questions and concerns of the audit committee. After input from the audit committee was appropriately addressed, a complete copy of the return was provided to each member of the board of directors prior to filing with the service.”

“The day school has a conflict of interest policy that is included in the code of conduct. This policy provides information to all directors, officers, employees, physicians and volunteers regarding requirements for disclosure and the subsequent corporate action required regarding such transactions. Ds, through its board of directors, believes it is essential that all such individuals fully and completely understand the responsibilities the individual has regarding potential conflicts of interest. Ds also believes that it is very important that all such individuals understand the procedures utilized by ds in dealing with potential conflicts of interest. This policy is intended to supplement but not replace applicable pennsylvania state law governing conflicts of interest applicable to nonprofit and charitable corporations. To the extent that this policy conflicts with the provisions of applicable pennsylvania law governing conflicts of interests, the applicable provisions of pennsylvania law shall govern and control. Each member of the governing body, employee and volunteer has an obligation to earn the trust and confidence of the organization's clients, the community and colleagues. Adherence to the principles set forth in this policy and the related documents referenced herein shall assist each in doing so. Members of the governing body, employees, and volunteers shall avoid all conflicts of interest and the appearance of any conflict of interest. A conflict of interest occurs in any situation in which one is potentially not able to remain impartial or maintain objectivity in choosing between the interests of the organization and one's personal interests or the interests of third parties.”

“The form 1023, application for recognition of exemption, irs determination letter and form 990 is made available to the public upon request. The day school prepares an annual report that contains its summary financials for public distribution. The audited financial statements of the organization will be provided upon request. The organization's governing documents, including the bylaws, articles of incorporation and conflict of interest policies, are not publicly available but are available upon request.”

“The organization's financial statements are audited by an independent accounting firm. In addition, the organization has a committee that assumes responsibility for oversight of the audit of its financial statements and its selection of the independent accountant. This process has not changed from the prior year.”