Brentwood School

“Executive committee the executive committee shall discuss problems, issues and matters requiring decision to be brought before the board of trustees and present such problems, issues and matters to the board of trustees. The executive committee shall have all the authority of the board, except with respect to: a. The filling of vacancies on the board of trustees or in any committee which has the authority of the board; b. The fixing of compensation of the trustees for serving on the board or on any committee; c. The amendment or repeal of bylaws or the adoption of new bylaws; d. The amendment or repeal of any resolution of the board of trustees which by its express terms is not so amendable or repealable; e. The appointment of any other committees of the board of trustees or the members of these committees; f. The expenditure of corporate funds to support a nominee for trustee after there are more persons nominated for trustee than can be elected; g. With respect to any assets held in charitable trust, the approval of any self-dealing transaction, except as provided in california corporations code section 5233(d)(3); and h. The approval of any action for which the california nonprofit public benefit corporation law also requires approval of the members or approval of a majority of all members. The executive committee shall have at least three (3) members, who shall be elected among the following members of the board of trustees: the chairperson of the board; the trustees acting as chairpersons for each standing committee, with the exception of the audit committee; the vice chairperson; the treasurer; the secretary; and such other trustees as the board shall select. The head of school shall serve as an ex officio non-voting participant at each executive committee meeting. The board of trustees shall elect the members of the executive committee by a majority vote of the trustees then in office.”

“The form 990 is prepared by the organization's outside public accounting firm based on information submitted by management. Once the draft return is reviewed completely by the management, it is then presented to the audit committee for review prior to filing.”

“Each board of trustee member is required to sign a conflict of interest document annually. All potential conflicts are followed up and noted. These forms are kept by the assistant to the head of the school. A trustee who is involved in a potential conflict of interest is not allowed to vote on any matters related with the conflict of interest. Following disclosure of an actual or potential conflict of interest, the board chair shall determine whether an actual conflict of interest exists, and, if so, the chair shall refer the matter to the audit committee, which shall determine how best to protect the school's interests. The chair of the board shall disclose his or her own actual or potential conflicts of interest to the chair of the audit committee, who shall determine whether an actual conflict of interest exists and, if so, refer the matter to the audit committee, which shall determine how best to protect the school's interests. Proceedings are documented as appropriate.”

“The board of trustees determines the compensation of the head of the school. Determinations are made by comparisons with data obtained from california association of independent schools (cais) and independent schools business officers association (cal isboa). The deliberation and decision are documented. The process occured in 2021. The audit committee meets as needed to determine the salaries of other officers and key employees through reviewing annual salary surveys for peer schools . The deliberation and decision are documented. The process occured in 2021.”

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

“Process has not changed from prior year.”