Foothill Country Day School

“At its discretion, the board of trustees, by resolution adopted by a majority of the trustees then in office, provided that a quorum is present, may elect an executive committee of the board, which shall be composed of the president-headmaster and four trustees. The naming of the executive committee shall automatically delegate to the executive committee the full authority to ( 1) admit members, (2) adopt membership application and certificate forms, (3) approve any and all proposed donations to the corporation, ( 4) authorize the investment and reinvestment of this corporation's funds as may be required in the general conduct of its business, (5) provide for the holding of its own meetings, (6) and adopt rules and regulations for the conduct of its meetings; provided, however, that minutes of all meetings shall be kept and at any time upon request shall be open to the inspection of any member of the board of trustees. A quorum of the executive committee shall consist of three members. However, the executive committee shall not be authorized to take the following actions: (1) amend or repeal bylaws; (2) employ or discharge teachers; (3) control or prescribe any policies concerning the corporation's school curriculum or anything concerning the teaching or training of pupils other than to make recommendations concerning these matters to the board of trustees; (4) take any final action on any matter that, under the california non-profit public benefit corporation law, also requires approval of the members ort approval of a majority of all members; (5) fill vacancies on the board or on any committee that has the authority of the board; (6) amend or repeal any resolution of the board that by its express terms is not so amendable or repeatable; (7) create any other committees of the board or appoint the members of committees of the board; (8) expend corporate funds to support a nominee for trustee after more people have been nominated for trustee than can be elected; or (9) approve any contract or transaction to which the corporation is a party and in which one or more of its trustees has a material financial interest, except as special approval is provided for in section 5233 (d) (3) of the california corporations code.”

“The school has one class of members which constitutes the governing body. Members shall have the right to vote, as stated in the bylaws, on the election of trustees, on the disposition of all or substantially all of the corporation's assets, on any merger and its principal terms and any amendment of those terms, and on any election to dissove the corporation. In addition, members shall have all rights to dissolve the corporation. In addition, members shall have all rights afforded members under the california non-profit public benefit corporation law.”

“SEE EXPLANATION ABOVE”

“Form 990 with schedule b is reviewed by the cfo, head, audit committee, and the treasurer prior to being filed with the irs. Form 990 without schedule b is reviewed by the remaining board members prior to being filed with the irs.”

“The school requires its board members, officers, and members of administration of the school to notify the school if the individual occupies any position with another organization or engages in any transaction or relationships that would create a conflict of interest with the individual's fiduciary duty to the school. The management reports to the board on all transactions which fall within this policy. As a reminder of the policy, each year board members and officers are asked to sign and complete a conflict of interest representation to disclose any such conflicts. Where a possible conflict of interest exists relative to any matter presented for consideration, such trustee or director, as the case may be, who is so affected shall declare a possible conflict of interest to all present and shall refrain from voting on such matters, which shall be recorded in the minutes of the meeting in question. Employees are required to ensure that their activities, committments, and ownership interests outside the school do not create any actual or perceived conflict of interest. Employees are required to consult with the head of school should an outside committment present a potential conflict of interest.”

“Compensation for the head of school is determined by the executive committee based on an annual performance evaluation and other officers' compensation in similar areas. The head of school has a signed contract. The process was last performed in june 2017. The head makes a recommendation for approval to the executive committee for the cfo's compensation based on performance and other officers' compensation in similar areas. The process was last performed in june 2017.”

“Forms 990 is available upon request at the school's facilities.”

“All governing documents and financial statements are available upon request at the school's facilities.”

“The school did not change its oversight process or selection process during the tax year.”