Gonzaga Preparatory School Foundation of Spokane Washington

“The bylaws of the foundation provide for one class of members. The board of members serve as a special stewardship body within the foundation. The board of members delegate and assign the administrative responsibilites of operating the foundation to the board of directors. The board of members must affirm any decision by the board of directors related to:a. Enact, alter, amend or repeal the articles of incorporation or bylaws of the foundation.b. Invade the principal of the assets of the foundation, unless such invasion is done so for the normal operating requirements of the school.1. In cases where the board of directors determines that some part of the principal of the assets is needed for the normal operating requirements of the school, they may use the principal with the advice and consent of the chairperson of the board members. If such consent is not forthcoming, a meeting of the full board of members is required to authorize invasion of the principal.c. Initiate steps to revise or vary the restrictions or conditions of a gift which has 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 corporate assets of a monetary value in excess of amount annually determined by the board of members.1. This restriction shall not apply to the standard operating budgeted expenditures from ordinary operating income incurred in the yearly operation of the foundation provided this restriction shall apply to borrowing, on either a secured or unsecured basis, for amounts in excess of the annually determined amount. E. Change the purpose and general objective of the foundation. The members also reserve to themselves the right to remove, with or without cause, the entire, but not less than entire, board of directors by a two-thirds(2/3)vote of all the members, 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 chief financial officer of the foundation. The final version of form 990 is sent electronically to each member of the 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 been prepared and is available at board meetings.2. The foundation's president and board chair will consider the possibility for a conflict of interest situation to arise as they plan each board agenda.3. Board members are requested to complete a new conflict of interest statement each year at the september board meeting if there has been any change to their prior disclosure. Any conflicts of interest are addressed by the foundation president and board 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 board of directors of gonzaga preparatory school, inc. The president's compensation is set based upon an established salary scale which is reviewed annually in april to similar positions in other organizations. The board of directors conducts a performance review of the president annually.”

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