2018-05-10T10:06:44-05:00 2017-06-30 251408703 SCHNEIDER DOWNS & CO INC ONE PPG PLACE SUITE 1700 PITTSBURGH PA 15222 990 2016-07-01 250965561 SHADY SIDE ACADEMY SHAD 4129683137 423 FOX CHAPEL ROAD PITTSBURGH PA 152382296 GILBERT SCHNEIDER CFO 4129683137 2018-05-08 1 SUSAN M KIRSCH P00341397 4122613644 2016 2022-09-23 18:48:47Z THOMAS M CANGIANO 423 FOX CHAPEL ROAD PITTSBURGH PA 152382296 56451708 0 X WWW.SHADYSIDEACADEMY.ORG X 1883 PA PROVIDES EDUCATION TO STUDENTS IN PRE-KINDERGARTEN THROUGH TWELFTH GRADE. 32 32 494 32 0 0 6881509 9178600 27326593 28528322 4365291 1729256 -64877 -200788 38508516 39235390 3267186 3563555 0 0 17396684 18191826 19662 0 1240321 13130117 13907804 33813649 35663185 4694867 3572205 86474006 98899645 4276231 5449952 82197775 93449693 X SHADY SIDE ACADEMY OFFERS AN EXCEPTIONAL PRE-K THROUGH TWELFTH GRADE ACADEMIC AND BALANCED EDUCATIONAL EXPERIENCE BY CHALLENGING EACH STUDENT TO REALIZE HIS OR HER POTENTIAL IN A STIMULATING AND NURTURING ENVIRONMENT. 1 0 22512702 3089802 24759977 INSTRUCTIONAL: -THE ACADEMY ENROLLS APPROXIMATELY 1,035 STUDENTS (PRE K - 12). THE ACADEMY IS COLLEGE PREPARATORY WITH MOST SENIORS CONTINUING ON TO HIGHER EDUCATION. THE ACADEMY OPERATES FOUR SEPARATE CAMPUSES FOR COUNTRY DAY, JUNIOR, MIDDLE AND SENIOR SCHOOLS.-ATHLETICS: ALL SHADY SIDE ACADEMY STUDENTS ARE OFFERED A WIDE RANGE OF PHYSICAL ACTIVITIES THROUGHOUT THE SCHOOL YEAR TO ENCOURAGE HEALTHY CHOICES, DEVELOP SKILLS AND LEARN THE IMPORTANCE OF SPORTSMANSHIP. 1883736 473753 1949607 AUXILIARY SERVICES: -RESIDENTIAL LIFE PROGRAM: THE ACADEMY OPERATES A FIVE AND SEVEN DAY BOARDING PROGRAM FOR APPROXIMATELY 62 STUDENT BOARDERS. THE STUDENTS ARE HOUSED IN ACADEMY DORMITORIES WITH ADMINISTRATORS AND TEACHERS WHO OVERSEE AND OPERATE THE RESIDENTIAL LIFE PROGRAM.-FOOD SERVICE: SERVES DAY STUDENTS LUNCH AND SERVES THOSE INVOLVED IN RESIDENTIAL LIFE PROGRAM BREAKFAST, LUNCH AND DINNER.-BOOK AND ATHLETIC STORES: THE STORES OFFER INDIVIDUALS THE OPPORTUNITY TO PURCHASE EDUCATIONAL TEXTBOOKS AND SUPPLIES AND ATHLETIC EQUIPMENT AND CLOTHING. THE ACADEMY REQUIRES ATHLETIC AND HEALTH CREDITS FOR GRADUATION. 1229776 1409567 SUMMER PROGRAMS:-SHADY SIDE ACADEMY'S SUMMER PROGRAMS PROVIDE AN ENDLESS ARRAY OF POSSIBILITIES FOR ALL KIDS. 25626214 1 1 0 0 0 0 0 1 0 1 1 0 0 0 1 1 0 1 1 0 1 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 0 0 0 1 60 0 1 494 1 0 0 0 0 0 0 0 0 0 0 X 32 32 0 0 1 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 1 0 PA X GILBERT SCHNEIDER CFO 4129683034 423 FOX CHAPEL ROAD PITTSBURGH PA 15238 X JAY CLEVELAND JR TRUSTEE 3.50 0.00 X 0 0 0 ROBERT E COCHRAN TRUSTEE 3.50 0.00 X 0 0 0 KARA SALVITTI CONOMIKES TRUSTEE 3.50 0.00 X 0 0 0 VALIRE CARR COPELAND TRUSTEE 3.50 0.00 X 0 0 0 ROLAND J COSTON-CRISWELL TRUSTEE 3.50 0.00 X 0 0 0 DEBRA KLINE DEMCHAK TRUSTEE 3.50 0.00 X 0 0 0 MARY JO DIVELY PAST CHAIR OF THE BOARD 3.50 0.00 X 0 0 0 ANNIE HANNA ENGEL TRUSTEE 3.50 0.00 X 0 0 0 BRYAN P GENTILE TRUSTEE 3.50 0.00 X 0 0 0 AMIT SINGH GROVER TRUSTEE 3.50 0.00 X 0 0 0 MICHELE JEGASOTHY TRUSTEE 3.50 0.00 X 0 0 0 THOMAS KARET TRUSTEE 3.50 1.00 X 0 0 0 KAREN D KELLEY CHAIR AUDIT 3.50 0.00 X 0 0 0 CHERYL L LITTLE TRUSTEE 3.50 0.00 X 0 0 0 JEFFREY A MCDANIEL TRUSTEE 3.50 0.00 X 0 0 0 PETER J MCILORY TRUSTEE 3.50 0.00 X 0 0 0 MIROYA MONSOUR TRUSTEE 3.50 0.00 X 0 0 0 ROBERT SHANNON MULLIN CHAIR ENDOWMENT 3.50 0.00 X 0 0 0 GREGG M PERELMAN TRUSTEE 3.50 0.00 X 0 0 0 C LANCE RUTTENBERG TRUSTEE 3.50 0.00 X 0 0 0 SANDRA SAUEREISEN CHAIR COMMITTEE ON TRUSTEE 3.50 0.00 X 0 0 0 ANN GIBBONS SCHERLIS TRUSTEE 3.50 0.00 X 0 0 0 VANCE M SMITH IV TRUSTEE 3.50 0.00 X 0 0 0 GEORGE L STEWART II TRUSTEE 3.50 0.00 X 0 0 0 T SPENCER TODD TRUSTEE 3.50 0.00 X 0 0 0 LAUREN O'BRIEN TROUTMAN TRUSTEE 3.50 0.00 X 0 0 0 MAZEN F YOUSSEF TRUSTEE 3.50 0.00 X 0 0 0 MICHAEL J HANNON CHAIR OF THE BOARD 3.50 0.00 X X 0 0 0 LOUIS B PLUNG VICE CHAIR, DEVELOPMENT 3.50 0.00 X X 0 0 0 J KEEFE ELLIS VICE CHAIR, FINANCE; TREASURER 3.50 0.00 X X 0 0 0 NITA RAI-GOHEL MD VICE CHAIR, COMMUNITY LIFE 3.50 0.00 X X 0 0 0 JONATHAN M KAMIN VICE CHAIR, BUILDING & GROUNDS 3.50 1.00 X X 0 0 0 THOMAS M CANGIANO PRESIDENT 40.00 0.00 X 309701 0 116546 GILBERT SCHNEIDER CHIEF FINANCIAL OFFICER 40.00 1.00 X 169249 0 25816 DEBRA MAUDER SECRETARY OF THE BOARD 40.00 0.00 X 86599 0 18799 RICHARD MUNROE DIRECTOR OF DEVELOPMENT 40.00 0.00 X 120574 0 79584 ELLEN MCCONNELL HEAD OF JUNIOR SCHOOL 40.00 0.00 X 112387 0 39873 AMY NIXON HEAD OF MIDDLE SCHOOL 40.00 0.00 X 124463 0 42766 TIMOTHY WINNER - DIRECTOR OF EDUCATIONAL TECHNOLOGY 40.00 0.00 X 110587 0 49033 EUGENE DEAL ATHLETIC DIRECTOR 40.00 0.00 X 102321 0 20021 1135881 0 392438 8 0 1 0 METZ CULINARY MANAGEMENT TWO WOODLAND DRIVE DALLAS PA 18612 FOOD SERVICE/CATERING 1637508 PJ DICK INCORPORATED PO BOX 6774 PITTSBURGH PA 15212 CONSTRUCTION 515408 ABC TRANSIT INC 4242 WILLIAM FLYNN HIGHWAY ALLISON PARK PA 15101 BUS LEASES/RENTALS 370991 STRADA ARCHITECTURE LLC 611 WILLIAM PENN PL SUITE 700 PITTSBURGH PA 15219 ARCHITECTURE SERVICES 354084 QUALITY MECHANICAL SERVICES INC 1300 HULTON ROAD VERONA PA 15147 HVAC SERVICES/EQUIPMENT 242007 8 2000 9176600 903032 9178600 TUITION AND FEES 900099 24759977 24759977 AUXILIARY SERVICES 900099 2358778 1949607 409171 SUMMER PROGRAMS 900099 1409567 1409567 28528322 939186 939186 17612598 16822528 790070 790070 790070 2713 2000 1106 1607 1607 190289 392684 -202395 -202395 39235390 28119151 0 1937639 15688 15688 3547867 3547867 579251 76963 425325 76963 14008060 9889387 3455418 663255 807836 558162 203580 46094 1703888 1081026 560692 62170 1092791 759964 277339 55488 93273 93273 59412 59412 97118 97118 348833 348833 463336 380761 82575 2948666 2479189 391759 77718 809155 649088 160067 1339467 1339467 373022 320904 19994 32124 9907 9907 16258 16258 2167989 1734391 433598 306754 306754 BUILDINGS AND GROUNDS 3165931 1310549 1855382 SUMMER PROGRAMS 1229776 1229776 ACTIVITIES EXPENSE 228056 65592 39538 122926 BAD DEBT 219993 198985 21008 30858 20383 10475 35663185 25626214 8796650 1240321 1790684 2475988 4077907 7544458 1585390 2890105 776054 454669 297855 226376 237431 505497 66385279 39079499 26166447 27305780 51542238 57496772 86474006 98899645 1533682 2885007 1997237 2008600 690558 505437 54754 50908 4276231 5449952 X 24713127 25877073 4694479 8007597 52790169 59565023 82197775 93449693 86474006 98899645 X 3572205 6287464 1392249 X X 0 1 X 1 0 X 3186305 4207208 4858016 5109492 9173600 26534621 3186305 4207208 4858016 5109492 9173600 26534621 3098770 23435851 1282482 808533 245864 824861 939186 4100926 30635547 133802204 0.76500 0.75780 X SCHEDULE A, PART VI, LIST OF UNUSUAL GRANTS: DESCRIPTION: CASH DATE: 07/01/16 AMOUNT: 5000. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED X 0 52790169 1668834 7890219 1062724 1721475 59565023 54060433 1877406 -206173 1008904 1932593 52790169 58812842 580409 482018 1115253 4699583 54060433 51157171 1472168 8889048 819000 1886545 58812842 46214220 859311 6715836 754000 1878196 51157171 0.00000 1.00000 0.00000 0 0 555563 555563 49484614 23461870 26022744 12353949 12163976 189973 3991153 3453653 537500 27305780 ANNUITIES PAYABLE 50908 50908 X 45851582 6287464 425846 6713310 39138272 97118 97118 39235390 35991913 425846 425846 35566067 97118 97118 35663185 PART III, LINE 4: SHADY SIDE ACADEMY IS A NON-PROFIT EDUCATIONAL INSTITUTION. THE PURPOSE OF ITS COLLECTIONS IS TO DOCUMENT AND ENHANCE THE ACADEMY'S HERITAGE AND HISTORY IN ORDER TO PROVIDE AN EDUCATIONAL TIMELINE FOR CURRENT AND FUTURE ACADEMY STUDENTS, FAMILIES, AND FACULTY. PART V, LINE 4: THE ACADEMY'S ENDOWMENT CONSISTS OF VARIOUS INVESTMENT FUNDS ESTABLISHED PRIMARILY FOR SUPPORT OF THE ORGANIZATION'S MISSION. ITS ENDOWMENT INCLUDES DONOR-RESTRICTED ENDOWMENT FUNDS. AS REQUIRED BY GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, NET ASSETS ASSOCIATED WITH ENDOWMENT FUNDS, INCLUDING FUNDS DESIGNATED BY THE ACADEMY TO FUNCTION AS ENDOWMENTS, ARE CLASSIFIED AND REPORTED BASED ON THE EXISTENCE OR ABSENCE OF DONOR-IMPOSED RESTRICTIONS. THE TRUSTEES OF THE ACADEMY HAVE ELECTED TO BE GOVERNED BY THE COMMONWEALTH OF PENNSYLVANIA'S ACT 141 (ACT 141). ACT 141 IS A TOTAL RETURN POLICY THAT ALLOWS A NONPROFIT TO CHOOSE TO TREAT A PERCENTAGE OF THE AVERAGE MARKET VALUE OF THE ENDOWMENT'S PERMANENTLY RESTRICTED INVESTMENTS AS INCOME EACH YEAR. HOWEVER, THE LONG-TERM PRESERVATION OF THE REAL VALUE OF THE ASSETS MUST BE TAKEN INTO CONSIDERATION WHEN THE BOARD ELECTS THE AMOUNT. ON AN ANNUAL BASIS, THE EXECUTIVE COMMITTEE OF THE BOARD, IN WRITING, MUST ELECT A SPENDING RATE OF BETWEEN 2% AND 7%. IN ACCORDANCE WITH ACT 141, THE ACADEMY ANNUALLY TRANSFERS BETWEEN 5% AND 5.5% OF THE PREVIOUS THREE YEARS' MARKET VALUE AVERAGE OF THE PERMANENTLY RESTRICTED ENDOWMENT FUND. THIS PERCENTAGE IS APPLIED TO A 12-QUARTER AVERAGE MARKET VALUE OF THE INVESTMENTS AT JUNE 30 OF THE PREVIOUS YEAR. THE ACADEMY CLASSIFIES AS PERMANENTLY RESTRICTED NET ASSETS THE ORIGINAL AND SUBSEQUENT VALUE OF GIFTS DONATED TO THE PERMANENT ENDOWMENT. IN ACCORDANCE WITH ACT 141, THE ACADEMY HAS ADOPTED A WRITTEN INVESTMENT POLICY, OF WHICH A SECTION SPECIFICALLY RELATES TO THE ENDOWMENT FUND. THE ACADEMY CONSIDERS THE FOLLOWING FACTORS IN MAKING A DETERMINATION TO SET A SPENDING RATE: 1. PROTECTING THE CORPUS OF THE ENDOWMENT FUND. 2. PRESERVING THE SPENDING POWER OF THE ASSETS. 3. OBTAINING MAXIMUM INVESTMENT RETURN WITH REASONABLE RISK AND OPERATIONAL CONSIDERATION. 4. COMPLYING WITH APPLICABLE LAWS PART X, LINE 2: THE ACADEMY IS A NOT-FOR-PROFIT ENTITY AND HAS BEEN RECOGNIZED AS TAX-EXEMPT PURSUANT TO SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. THE ACADEMY HAS NOT IDENTIFIED ANY MATERIAL UNCERTAIN TAX POSITIONS REQUIRING AN ACCRUAL OR DISCLOSURE IN THE FINANCIAL STATEMENTS. THERE WERE NO INTEREST OR PENALTIES RECOGNIZED IN THE STATEMENTS OF ACTIVITIES FOR THE YEARS ENDED JUNE 30, 2017 AND 2016. MANAGEMENT BELIEVES THAT THE ACADEMY IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS FOR TAX YEARS PRIOR TO 2014. PART XI, LINE 2D - OTHER ADJUSTMENTS: SPECIAL EVENT EXPENSES 1,106. COST OF GOODS SOLD 392,684. AUXILIARY EXPENSES NETTED AGAINST INCOME 32,056. PART XII, LINE 2D - OTHER ADJUSTMENTS: SPECIAL EVENT EXPENSES 1,106. COST OF GOODS SOLD 392,684. AUXILIARY EXPENSES NETTED AGAINST INCOME 32,056. 1 1 1 1 1 1 1 0 0 0 0 0 0 0 0 1 0 1 SCHEDULE E, PART I, LINE 3 EMPLOYMENT AND STUDENT HANDBOOKS, WEBSITE AND EMPLOYMENT ADS SCHEDULE E, PART I, LINE 6 THE ACADEMY RECEIVES DIRECT FUNDING FOR TEXTBOOKS, INSTRUCTIONAL MATERIALS AND EQUIPMENT THROUGH PENNSYLVANIA ACTS 195/90/35. THE ACADEMY RECEIVES GIFT FUNDING THAT IS MADE POSSIBLE THROUGH PARTICIPATION IN THE EITC PROGRAMS WHICH PROVIDES A TAX CREDIT TO THE BUSINESSES WHO PARTICIPATE IN THIS PROGRAM. EAST ASIA AND THE PACIFIC - AUSTRALIA, BRUNEI, BURMA, CAMBODIA, 0 0 PROGRAM SERVICES SHARE CURRICULUM 7165 EAST ASIA AND THE PACIFIC 0 0 PROGRAM SERVICES EXPLORING EDUCATIONAL COLLABORATIVE OPPORTUNITIES 982 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 PROGRAM SERVICES EDUCATIONAL PROGRAMS 73267 NORTH AMERICA 0 0 PROGRAM SERVICES EDUCATION PROGRAMS 10303 SOUTH AMERICA 0 0 PROGRAM SERVICES EDUCATION PROGRAMS 636 SOUTH ASIA 0 0 PROGRAM SERVICES EDUCATION PROGRAMS 5429 0 0 0 0 0 0 97782 0 97782 0 0 0 0 0 0 1 BEVERLY'S BIRTHDAYS 31 ROBBINS STATION RD NORTH HUNTINGDON PA 15642 454248006 501(C)(3) 15688 0 CASH N/A DONATION TO FURTHER BEVERLY'S BIRTHDAYS MISSION. 1 0 FINANCIAL AID 192 3279630 N/A N/A TUITION DISCOUNTS 198 233406 N/A N/A TRAVEL AWARDS FOR EDUCATIONAL PURPOSES 8 21294 N/A N/A TRAVEL AWARD FOR HOCKEY TEAM 9 10500 N/A N/A PART I, LINE 2: THE ACADEMY AWARDS FINANCIAL AID TO QUALIFYING INDIVIDUALS TO OFFSET THE COST OF TUITION. THE PROCESS IS MANAGED BY THE ACADEMY'S BUSINESS OFFICE AND USES AN OUTSIDE PARTY TO ASSIST IN COLLECTING FINANCIAL INFORMATION FROM PARENTS. MOST FUNDING IS AWARDED BASED ON DEMONSTRATED ECONOMIC NEED AND FUNDING AVAILABLE. A VERY LIMITED NUMBER OF AWARDS ARE BASED ON OTHER MERIT CRITERIA. AS PART OF THE ACADEMY'S COMMITMENT TO SERVICE LEARNING, AN ANNUAL EVENT IS COORDINATED THROUGH THE OUTSIDE PROGRAMMING OFFICE. A PORTION OF THE PROCEEDS FROM THIS EVENT ARE THEN CONTRIBUTED TO OUTSIDE CHARITABLE ORGANIZATIONS AS IDENTIFIED BY THE PROGRAM ADMINISTRATORS AND STUDENTS. THE ACADEMY HOLDS A BENEFIT CONCERT EACH YEAR. A STUDENT COMMITTEE SELECTS A THEME FOR THE BENEFIT AND THEY SEEK OUT A NON-PROFIT ORGANIZATION THAT ACHIEVES THAT THEME. THE STUDENTS SELECT THE ORGANIZATION AND THE PROFITS FROM THE CONCERT ARE DONATED TO THAT ORGANIZATION. THE STUDENTS ALSO COMPLETE SERVICE LEARNING AT THE SITE OF THE ORGANIZATION THEY SELECT. BEVERLY'S BIRTHDAY WAS SELECTED FOR THE 2015/2016 ACADEMIC YEAR AND FUNDS OF $15,688 WERE DISTRIBUTED DURING THE CURRENT FISCAL YEAR. X X X X X 1 1 X X X 0 1 0 0 0 0 0 1 0 THOMAS M CANGIANO PRESIDENT 288436 0 10250 0 11015 0 51050 0 65496 0 426247 0 0 0 GILBERT SCHNEIDER CHIEF FINANCIAL OFFICER 168999 0 250 0 0 0 10620 0 15196 0 195065 0 0 0 RICHARD MUNROE DIRECTOR OF DEVELOPMENT 120324 0 250 0 0 0 8762 0 70822 0 200158 0 0 0 ELLEN MCCONNELL HEAD OF JUNIOR SCHOOL 112137 0 250 0 0 0 7831 0 32042 0 152260 0 0 0 AMY NIXON HEAD OF MIDDLE SCHOOL 124213 0 250 0 0 0 8695 0 34071 0 167229 0 0 0 TIMOTHY WINNER - DIRECTOR OF EDUCATIONAL TECHNOLOGY 110337 0 250 0 0 0 8153 0 40880 0 159620 0 0 0 PART I, LINE 1A THE PRESIDENT DOES HAVE A DISCRETIONARY SPENDING ACCOUNT BUT IT IS FOR SPECIFIC PURPOSES RELATED TO OPERATIONS, PROGRAMMING AND/OR PROFESSIONAL DEVELOPMENT. TO CONDUCT BUSINESS AND TO CARRY OUT THE MISSION OF THE ORGANIZATION, THE ORGANIZATION PROVIDES THE PRESIDENT WITH A MEMBERSHIP TO THE DUQUESNE CLUB. PART I, LINE 4B THE PRESIDENT PARTICIPATED IN A NONQUALIFIED DEFERRED COMPENSATION PLAN. PART I, LINE 7 AT THE DISCRETION OF THE ACADEMY BOARD OF TRUSTEES, THE PRESIDENT OF THE ACADEMY RECEIVES AN ANNUAL PERFORMANCE BONUS AND ALL EMPLOYEES RECEIVE AN ANNUAL BONUS. X 32 903032 FAIR MARKET VALUE 0 0 1 0 PART I, COLUMN (B): THE NUMBER SHOWN IN COLUMN (B) REPRESENTS THE NUMBER OF STOCK CONTRIBUTIONS THROUGH JUNE 30, 2017. FORM 990, PART III, LINE 2 ON JANUARY 1, 2017, SHADY SIDE ACADEMY EXECUTED AN AFFILIATION AGREEMENT (AGREEMENT) WITH THE FOX CHAPEL COUNTRY DAY SCHOOL (FCCDS). THE OPERATIONS AND NET ASSETS OF FCCDS WERE TRANSFERRRED TO SHADY SIDE ACADEMY AND FCCDS BECAME A SUPPORTING ORGANIZATION OF SHADY SIDE ACADEMY. FORM 990, PART VI, SECTION A, LINE 1 THE EXECUTIVE COMMITTEE SHALL HAVE THE POWER AND AUTHORITY TO: (I) COORDINATE THE WORK OF THE POLICY AND STANDING COMMITTEES IN ACHIEVING THE GOALS AND OBJECTIVES PRESCRIBED BY THE BOARD AND MAKE RECOMMENDATIONS TO THE BOARD WITH RESPECT THERETO; (II) FUNCTION AS THE LONG RANGE PLANNING COMMITTEE OF THE BOARD; (III) ASSIST THE CHAIR AND PRESIDENT IN FRAMING POLICY AND PROGRAM ISSUES FOR RECOMMENDATION TO AND ACTION BY THE BOARD; (IV) ACT AS A COUNCIL OF ADVICE AND CONSULTATION TO THE PRESIDENT ON ADMINISTRATIVE MATTERS; (V) DETERMINE THE TERMS OF EMPLOYMENT OF THE PRESIDENT, INCLUDING, BUT NOT LIMITED TO, HIS SALARY; PROVIDED, THAT THE EXECUTIVE COMMITTEE MAY NOT AGREE TO A TERM OF EMPLOYMENT FOR THE PRESIDENT BEYOND ONE YEAR WITHOUT THE APPROVAL OF THE BOARD; (VI) IMPLEMENT SUCH PROGRAMS AND TAKE SUCH ACTIONS AS MAY BE SPECIFICALLY DIRECTED BY THE BOARD; AND, (VII) WHEN NECESSARY OR DESIRABLE BETWEEN MEETINGS OF THE BOARD, HAVE AND PERFORM ALL THE POWERS AND DUTIES OF THE BOARD; PROVIDED, HOWEVER, THAT THE EXECUTIVE COMMITTEE SHALL NOT HAVE ANY OF THE POWERS SPECIFICALLY RESERVED TO THE BOARD BY LAW OR THESE BY-LAWS OR THE POWER TO ALTER THE FUNDAMENTAL POLICIES OF THE BOARD. THE ESTABLISHMENT OF AN EXECUTIVE COMMITTEE AND THE DELEGATION THERETO OF POWER AND AUTHORITY SHALL NOT RELIEVE ANY TRUSTEE OF HIS FIDUCIARY RELATIONSHIP AND RESPONSIBILITY TO THE ACADEMY, AND EACH TRUSTEE SHALL DISCHARGE HIS DUTIES IN GOOD FAITH AND WITH THAT DILIGENCE, CARE AND SKILL WHICH AN ORDINARILY PRUDENT PERSON WOULD EXERCISE UNDER SIMILAR CIRCUMSTANCES. FORM 990, PART VI, SECTION A, LINE 4 THE BYLAWS WERE AMENDED TO INCLUDE A NEW SECTION TO ARTICLE I, SECTION 1.10, ENTITLED FCCDS TRUSTEES, TO REFLECT THE AFFILIATION AGREEMENT BETWEEN SSA AND FOX CHAPEL COUNTRY DAY SCHOOL. THIS PROVISION IN THE BYLAWS OUTLINES THE PROCEDURES FOR THE ELECTION AND REPLACEMENT OF FCCDS TRUSTEES TO THE SSA BOARD OF TRUSTEES. ARTICLES VI (LIABILITY) AND VII (INDEMNIFICATION OF OFFICERS AND TRUSTEES) WERE UPDATED TO BROADEN THE PROTECTIONS GRANTED TO TRUSTEES ACTING WITHIN THE SCOPE OF THEIR ROLES AND DUTIES TO THE ORGANIZATION AND ELIMINATE A RIGHT TO MANDATORY INDEMNIFICATION BY THE ORGANIZATION FOR CERTAIN ACTS OF THE TRUSTEES. ARTICLE VIII (CONFLICTS OF INTEREST) WAS UPDATED TO REMOVE THE ORGANIZATION'S CONFLICT OF INTEREST STATEMENT FROM THE ACADEMY'S BYLAWS AND OBLIGATE THE ORGANIZATION TO ADOPT A STANDALONE CONFLICT OF INTEREST POLICY. ARTICLE IX (AMENDMENTS) WAS CHANGED TO INCLUDE A PROVISION PROTECTING ARTICLE I, SECTION 1.10 FROM AMENDMENT OR REPEAL UNLESS SUCH AMENDMENT OR REPEAL IS APPROVED BY A MAJORITY OF THE FCCDS TRUSTEES THEN SERVING ON BOARD OR THERE ARE NO LONGER ANY FCCDS TRUSTEES SERVING ON THE BOARD. FORM 990, PART VI, SECTION A, LINE 6 THE BUSINESS AND AFFAIRS OF THE CORPORATION ARE MANAGED BY A BOARD OF TRUSTEES, WHO ALSO CONSTITUTE THE MEMBERS OF THE CORPORATION. FORM 990, PART VI, SECTION A, LINE 7A AN INDIVIDUAL ELECTED PRESIDENT OF THE ALUMNI COUNCIL SHALL COMMENCE TO SERVE A THREE YEAR TERM AS TRUSTEE ON THE JULY 1 NEXT FOLLOWING THE ASSUMPTION OF OFFICE AS PRESIDENT OF THE ALUMNI COUNCIL. PURSUANT TO THE AFFILIATION AGREEMENT DATED AUGUST 11, 2016 BETWEEN FOX CHAPEL COUNTRY DAY SCHOOL INC. (HEREINAFTER REFERRED TO AS "FCCDS") AND THE ACADEMY, THE INDIVIDUAL WHO WAS THE PRESIDENT OF THE FCCDS BOARD OF TRUSTEES AS OF AUGUST 11, 2016 (IN CONSULTATION WITH THE HEAD OF SCHOOL OF FCCDS) SHALL ELECT (I) TWO TRUSTEES TO SERVE TERMS BEGINNING JULY 1, 2016, (II) TWO TRUSTEES TO SERVE TERMS BEGINNING JULY 1, 2017, (III) TWO TRUSTEES TO SERVE TERMS BEGINNING JULY 1, 2019 (WHICH TRUSTEES MAY BE THE SAME TRUSTEES ELECTED PURSUANT TO SECTION 1.10(A)(I)), AND (IV) TWO TRUSTEES TO SERVE TERMS BEGINNING JULY 1, 2020 (WHICH TRUSTEES MAY BE THE SAME TRUSTEES ELECTED PURSUANT TO SECTION 1.10(A)(II)) FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS REVIEWED BY MANAGEMENT AND BY THE AUDIT COMMITTEE. A COPY OF FORM 990 IS DISTRIBUTED TO BOARD MEMBERS PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C AN EXPLANATION OF THE CONFLICT OF INTEREST POLICY IS PRESENTED TO ALL BOARD OF TRUSTEE MEMBERS AT THE START OF EACH SCHOOL YEAR. ANNUAL DISCLOSURE FORMS ARE DISTRIBUTED AND INFORMATION IS THEN SENT TO THE BUSINESS OFFICE WHERE IT IS REVIEWED AND MAINTAINED ON FILE THROUGHOUT THE YEAR. CONFLICTS OF INTEREST DISCLOSURE FORMS ARE FORWARDED TO THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 15 THE ACADEMY'S CHAIRMAN OF THE BOARD SELECTS CERTAIN BOARD MEMBERS TO COMPRISE A COMPENSATION COMMITTEE. THIS GROUP ANALYZES DATA FROM THE NATIONAL ASSOCIATION OF INDEPENDENT SCHOOLS AND OTHER LOCAL SURVEYS TO DETERMINE APPROPRIATE SALARY RANGES FOR THE POSITIONS OF PRESIDENT AND CHIEF FINANCIAL OFFICER OF THE ACADEMY. IN ADDITION, THE ACADEMY ENGAGES THE SERVICES OF LOCAL LEGAL COUNSEL TO ASSIST IN THE REVIEW AND PREPARATION OF EMPLOYMENT CONTRACTS AND/OR AGREEMENTS. THE ACADEMY'S PRESIDENT ANALYZES DATA FROM THE NATIONAL ASSOCIATION OF INDEPENDENT SCHOOLS, THE PENNSYLVANIA ASSOCIATION OF INDEPENDENT SCHOOLS, AND OTHER LOCAL SURVEYS TO DETERMINE APPROPRIATE SALARY RANGES FOR OTHER KEY EMPLOYEES. FORM 990, PART VI, SECTION C, LINE 19 SHADY SIDE ACADEMY MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY STATEMENT AND FINANCIAL STATEMENTS AVAILABLE FOR PUBLIC INSPECTION UPON REQUEST THROUGH THE ACADEMY'S BUSINESS OFFICE. FORM 990, PART VII, EMERITI TRUSTEES WITH NO VOTING RIGHTS: G. NICHOLAS BECKWITH, III; PAUL G. BENEDUM, JR.; MICHAEL P. CASEY, M.D., FLOYD A. CEPHAS, SR.; MARY ELLEN COSTA; JOHN P. DAVIS, JR.; JOHN H. DEMMLER; WILLIAM P. GETTY; LAWRENCE N. GUMBERG; STEPHEN F. HALPERN; KARL F. KRIEGER; J. STEPHEN LEE; ANNE V. LEWIS; W. THOMAS MCGOUGH, JR.; EDWIN F. SCHEETZ, JR.; SUSANNE C. WEAN FORM 990, PART XI, LINE 9: ASSETS TRANSFERRED BY FCCDS IN CONNECTION WITH THE AFFILIATION 1,392,249. FORM 990, PART XII, QUESTION 2C, FINANCIAL STATEMENTS AND REPORTING: AS A SUB-COMMITTEE OF THE FINANCE COMMITTEE, THE AUDIT COMMITTEE IS CHARGED WITH THE SELECTION OF AN OUTSIDE INDEPENDENT AUDIT FIRM. THIS IS REVIEWED ANNUALLY AND, BASED ON CONTRACT TERMS WITH THE CURRENT FIRM AT THE TIME, THE COMMITTEE DETERMINES WHEN TO NEGOTIATE CONTINUED RATES AND/OR TO REQUEST BIDS FROM OTHER FIRMS. PRIOR TO THE RELEASE OF THE FINAL FINANCIAL STATEMENTS THE AUDIT COMMITTEE MEETS WITH THE AUDIT TEAM FROM THE INDEPENDENT AUDIT FIRM AS WELL AS MANAGEMENT CHARGED WITH AUDIT RESPONSIBILITIES TO REVIEW AND DISCUSS THE DRAFT FINANCIAL STATEMENTS AND THE AUDIT PROCESS. SHADY SIDE ACADEMY FOUNDATION 423 FOX CHAPEL ROAD PITTSBURGH PA 15238 251754941 INACTIVE PA 501(C)(3) 509(A)(3) TYPE I SHADY SIDE ACADEMY 1 FOX CHAPEL COUNTRY DAY SCHOOL 620 SQUAW RUN ROAD EAST PITTSBURGH PA 15238 250952071 SUPPORTING ORG PA 501(C)(3) 509(A)(3) TYPE I SHADY SIDE ACADEMY 1 0 0 0 0 0 0 0 0 0 0 1 0 0 1 0 0 0 0 1 FOX CHAPEL COUNTRY DAY SCHOOL S 1392249 FMV OF ASSETS