California School Boards Association

“According to the bylaws and standing rules of the association, the board of directors and the executive committee have been delegated authority to take action on behalf of the association. The executive committee is comprised of four officers: president, president-elect, vice president and immediate past president. The board of directors is comprised of 27 directors plus the executive committee and it too may act between meetings of the delegate assembly.”

“Board members throughout the state whose districts and/or county offices of education are members of csba elect school or county office board members to serve as delegates to csba's delegate assembly. The delegates then elect the members of the board of directors and the officers of the association.”

“See explanation to part vi, line 6.”

“The president recommends committee appointments, the executive committee reviews the president's recommended appointments, and the board of directors considers and approves committee appointments. Decisions by the officers are reported to the board. The majority of decisions are made by the board of directors, including the adoption of the association's annual budget. The board also delegates decisions to the ceo and executive director, as appropriate. The delegate assembly also makes decisions surrounding such issues as ballot measures and policy positions.”

“Form 990 will be reviewed prior to filing. The appropriate association staff will review all documents prior to discussion and review with the csba audit committee and approval by the board of directors.”

“The conflict of interest policy applies to all csba officers, directors, key employees, certain former employees, and specified independent contractors, as well as the officers, directors, key employees, certain former employees, and specified independent contractors of related entities such as csbadsc, csbafc, and csb foundation. All officers, directors, key employees, certain former employees, and specified independent contractors are required to submit annually a disclosure statement to the csba general counsel. The general counsel, csba chief financial officer, csba ceo/executive, csba president, and the president of the board of directors of each related entity review the statements for any facts or circumstances that may reflect an actual, potential or apparent conflict of interest. Upon review of each disclosure statement, the csba president and csba general counsel will disclose any identified actual, potential or apparent conflicts of interest to the csba board of directors or to the directors of the board of any related entity, with a recommendation as to possible action. The board(s) will then determine appropriate action.”

“The compensation review committee is composed of the chair of the audit committee, the chair of the finance committee, two members from the board of directors appointed by the csba president, and the immediate past president of the board of directors. The chair of the committee is appointed by the president and approved by the board of directors. The vice chair is selected by the committee. The committee reviews the compensation for the executive director of csba. The committee meets to review their protocol and data assembled from comparable associations with similar revenue and employee base, and general data from comparable not-for-profit and for-profit based organizations. In the event of a salary adjustment for the ceo/executive director, the committee forwards a written recommendation to the executive committee for review. The executive committee then prepares its recommendation and meets in executive session with the board of directors. A final decision is rendered by majority vote of the board. Any recommendation by the compensation committee on compensation is shared with the full board as well.”

“Form 990s are posted on the csba website, as well as certain other documents, and all are also available upon request.”

“The process from prior year has not changed.”