Gonzaga Preparatory School Foundation

“The bylaws of the foundation provide for one class of members. The board of membersserve as a special stewardship body within the foundation. The board of membersdelegate and assign the administrative responsibilites of operating the foundationto the board of directors. The board of members must affirm any decision by theboard of directors related to:a. Enact, alter, amend or repeal the articles of incorporation or bylaws of thefoundation.b. Invade the principal of the assets of the foundation, unless such invasion isdone so for the normal operating requirements of the school.1. In cases where the board of directors determines that some part of the principalof the assets is needed for the normal operating requirements of the school, theymay use the principal with the advice and consent of the chairperson of the boardmembers. If such consent is not forthcoming, a meeting of the full board of membersis required to authorize invasion of the principal.c. Initiate steps to revise or vary the restrictions or conditions of a gift whichhas been accepted and received by the foundation.d. Other than in the normal process of investing, authorize the sale, transfer,exchange, mortgage, pledge, lease, conveyance or other disposition of corporateassets of a monetary value in excess of amount annually determined by the board ofmembers.1. This restriction shall not apply to the standard operating budgeted expendituresfrom ordinary operating income incurred in the yearly operation of the foundationprovided this restriction shall apply to borrowing, on either a secured or unsecuredbasis, for amounts in excess of the annually determined amount.e. Change the purpose and general objective of the foundation. The members alsoreserve to themselves the right to remove, with or without cause, the entire, butnot less than entire, board of directors by a two-thirds(2/3)vote of all themembers, which vote will be taken at a meeting expressly called for that purpose.”

“The board of members may elect members of the governing body by a 2/3 majority vote.”

“The decisions of the governing body are subject to approval by the board of members.”

“Form 990 is reviewed by the president and vice president of finance of thefoundation. The final version of form 990 is sent electronically to each member ofthe foundation board of directors before it is filed with the irs.”

“The following takes place to monitor and enforce the conflict of interest policy:1. A listing of all conflicts of interest disclosed by board members has beenprepared and is available at board meetings.2. The foundation's president and board chair will consider the possibility for aconflict of interest situation to arise as they plan each board agenda.3. Board members are requested to complete a new conflict of interest statementeach year at the september board meeting if there has been any change to their priordisclosure. Any conflicts of interest are addressed by the foundation president andboard chair.4. If there is a conflict of interest the board members will refrain from voting.”

“The president's compensation is reviewed annually by the president's support andevaluation committee of the gonzaga preparatory school's board of directors. Thecommittee reviews benchmark salary data from similar organizations when setting thepresident's salary. The school's board of directors approves the compensation andbenefits for the president and offers a written employment contract. The president'ssupport and evaluation committee meets periodically through the year and facilitatesan annual performance evaluation for the president. The president participates inthe benefit plans that are offered to all other employees.”

“The compensation for other officers or key employees is set by the president. Theschool's leadership team reviews benchmark salary and benefit data from similarorganizations and positions when determining salary scales. Officers and keyemployees participate in the benefit plans that are offered to all other employees.”

“A copy of the foundation's audited financial statements, conflict of interestpolicy, most recent form 990 and governing documents are available for review at thebusiness office.”