The Northwest Academy

“On october 17, 2023 the board of directors made changes to organizational bylaws for fiscal year 2023-2024. These changes were adopted on november 1, 2023. The key differences between the 2015 and 2023 versions of our bylaws are as follows: 1. Structure and organization: 2023 version is more clearly organized into 5 main sections, including added section headers for clearer navigation. 2. Terminology: changed "trustees" to "directors" throughout; changed "head of school" position from a non-voting trustee to a non-voting director. 3. Board composition & terms: term limits modified: * 2015: "could serve consecutive three-year terms with restriction that no more than half of board could be serving third or greater term" * 2023: "maximum of three consecutive three-year terms, must have one year off before being eligible again" 4. Committee structure in 2023 version provides: * clearer distinction between executive committee, board committees, and advisory committees * more specific limitations on committee powers * removed specific requirement for grievance committee * added 24-hour notice requirement for executive committee meetings 5. Meetings and voting - 2023 version adds: * more detailed provisions for electronic participation * specific procedures for email voting * clearer notice requirements * presumption of assent provisions * more detailed procedures for action without meeting * vote by proxy not allowed: "each director has one vote and may not vote by proxy" 6. Nondiscrimination - 2023 version expands protected categories to include: * disability * gender identity * added "unlawfully" qualifier to discrimination prohibition 7. New provisions: (1) added severability clause; (2) more detailed conflict of interest provisions; (3) added deposit requirements for funds; (4) more specific provisions about loans and guarantees; (5) more detailed resignation procedures. 8. Removed provisions: 2023 version removed (1) specific limitation on percentage of parent trustees and (2) some specific details about head of school evaluation process.”

“The school does not have any committees with authority to act on behalf of the board of trustees.”

“The finance committee reviews the form 990, and a copy of the form 990 is then given to the board of directors.”

“Board members are asked to complete a conflict of interest form each year.”

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

“Impairment loss on capital assets -1,464,239.”