2014-05-13T10:03:22-05:00 2013-06-30 420714325 MCGLADREY LLP 1861 INTERNATIONAL DRIVE SUITE 400 MCLEAN VA 22102 990 2012-07-01 530204701 GEORGETOWN DAY SCHOOL GEOR 2022956100 4530 MACARTHUR BLVD NW WASHINGTON DC 20007 RAHEL ROSNER 2022956100 2014-05-06 1 YONG ZHANG CPA P01249785 7033366400 2012 2015-11-30 17:44:51Z RUSSELL SHAW 4530 MACARTHUR BLVD NW WASHINGTON DC 20007 61090111 0 X WWW.GDS.ORG X 1945 DC GEORGETOWN DAY SCHOOL HONORS THE INTEGRITY AND WORTH OF EACH INDIVIDUAL WITHIN A DIVERSE SCHOOL COMMUNITY. GDS IS DEDICATED TO PROVIDING A SUPPORTIVE EDUCATIONAL ATMOSPHERE IN WHICH TEACHERS CHALLENGE THE INTELLECTUAL, CREATIVE, AND PHYSICAL ABILITIES OF OUR STUDENTS AND FOSTER STRENGTH OF CHARACTER AND CONCERN FOR OTHERS. FROM THE EARLIEST GRADES, WE ENCOURAGE OUR STUDENTS TO WONDER, TO INQUIRE, AND TO BE SELF-RELIANT, LAYING THE FOUNDATION FOR A LIFELONG LOVE OF LEARNING. 21 21 433 220 0 0 2897961 3221415 35805729 36666066 401886 2349310 832685 817476 39938261 43054267 5030945 4955168 0 0 21800225 22323544 0 0 1734177 12056121 8713888 38887291 35992600 1050970 7061667 102652237 106841284 46457153 38359722 56195084 68481562 X GEORGETOWN DAY SCHOOL SEEKS TO ENROLL STUDENTS WHO HAVE THE POTENTIAL TO TAKE ADVANTAGE OF ITS CHALLENGING ACADEMIC PROGRAM. GEORGETOWN DAY SCHOOL DOES NOT DISCRIMINATE ON THE BASIS OF RACE, COLOR, GENDER, AGE, SEXUAL ORIENTATION, RELIGION, NATIONAL OR ETHNIC ORIGIN, OR ANY OTHER CHARACTERISTIC PROTECTED BY LAW IN THE ADMINISTRATION OF ITS EDUCATIONAL, ADMISSIONS, AND PERSONNEL POLICIES, FINANCIAL AID PROGRAMS, OR ATHLETIC AND OTHER SCHOOL-ADMINISTERED PROGRAMS. 0 0 26409401 4955168 36666066 INDEPENDENT PRIVATE SCHOOL PROVIDING A COLLEGE PREPARATORY EDUCATION FOR STUDENTS FROM THE PRE-KINDEGARTEN THROUGH THE TWELFTH GRADE. 26409401 1 1 0 0 0 0 0 0 0 1 1 1 0 0 1 1 1 0 1 0 0 0 0 0 1 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 1 57 0 1 433 1 0 0 0 0 0 1 1 0 0 0 0 X 21 21 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X RAHEL ROSNER DIR OF FINANCE & OPER 2022951064 4350 MACARTHUR BLVD NW WASHINGTON DC 20007 MICHAEL GOTTDENKER 2.00 X X 0 0 0 EMILY BLOOMFIELD 2.00 X X 0 0 0 LUCRETIA RISOLEO 2.00 X X 0 0 0 MONICA DIXON 2.00 X X 0 0 0 KATHERINE BORSECNIK 2.00 X 0 0 0 PHILIP BRONNER 2.00 X 0 0 0 MARC FISHER 2.00 X 0 0 0 MARC GLOSSERMAN 2.00 X 0 0 0 CHERYL JOHNSON 2.00 X 0 0 0 TODD KLEIN 2.00 X 0 0 0 ERIC KOENIG 2.00 X 0 0 0 DAVID LEARY 2.00 X 0 0 0 JILL LESSER 2.00 X 0 0 0 FAYE LEVIN 2.00 X 0 0 0 JIM MARGOLIS 2.00 X 0 0 0 LEROY NESBITT 2.00 X 0 0 0 PAMELA REEVES 2.00 X 0 0 0 SCOTT SHEPPERD 2.00 X 0 0 0 YOLANDA TOWNSEND 2.00 X 0 0 0 BRAD VOGT 2.00 X 0 0 0 MARCY WILDER 2.00 X 0 0 0 RUSSELL SHAW 40.00 X 358389 0 145590 RAHEL ROSNER 40.00 X 189119 0 91021 MICHAEL MADNICK 40.00 X 211099 0 55559 KEVIN BARR 40.00 X 196173 0 15473 GLORIA RUNYON 40.00 X 150161 0 21015 NOOMAN KACEM 40.00 X 139495 0 13420 KAREN EPSTEIN 40.00 X 122344 0 14725 1366780 0 356803 28 0 1 0 MCDONALD CLEANING SYSTEMS INC 2121 WISCONSIN AVENW SUITE 61 WASHINGTON DC 20007 CLEANING CONTRACT 756177 POTOMAC ELECTRIC POWER CO PO BOX 97274 WASHINGTON DC 200907274 ELECTRICAL SERVICE 478838 O'BRIEN BUS SERVICE INC PO BOX 1072 BELTSVILLE MD 207041072 BUS RENTAL 340175 DENSEL COMPANY INC 7640A AIRPARK ROAD GAITHERSBURG MD 20879 HVAC EQUIP AND SERVICE 246089 FORRESTER CONSTRUCTION COMPANY 12231 PARKLAWN DRIVE ROCKVILLE MD 20852 RENOVATION 161908 10 3221415 383557 3221415 EDUCATION PROGRAM 900099 36666066 36666066 36666066 41815 41815 265619 0 265619 265619 265619 20243021 17935526 2307495 2307495 2307495 419025 100318 318707 318707 OTHER INCOME 900099 233150 233150 233150 43054267 36666066 0 3166786 4955168 4955168 784119 537997 200554 45568 17801591 12333815 4423107 1044669 1104261 740450 301095 62716 1187452 796234 323778 67440 1446121 969681 394309 82131 50623 50623 66000 66000 144090 144090 2987249 2638484 339393 9372 161952 135079 26796 77 642219 642219 173365 173365 1187988 1187988 2072837 2072837 172687 13240 159447 STAFF EDUCATION AND REC 427451 342456 84995 AFTER SCHOOL PROGRAMS 249220 249220 PUBLIC RELATIONS 145560 27121 118439 ALLOCATED PLANT EXPENSE 0 -1405953 1143432 262521 232647 191403 41244 35992600 26409401 7849022 1734177 1508171 1195517 4509278 2222233 1316355 1594186 148643 139797 43451 48583 67804790 19828287 47840839 47976503 16351204 16215768 30600628 37128933 333668 319764 102652237 106841284 2380989 2131568 8708420 3805217 30200000 29535000 5167744 2887937 46457153 38359722 X 44380506 54134664 5190265 7415242 6624313 6931656 56195084 68481562 102652237 106841284 X 7061667 2927823 2296988 X X 0 1 X 1 0 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 6624313 307343 6931656 6609805 14508 6624313 6672323 24861 87379 6609805 6573828 98495 6672323 6394680 179148 6573828 1.00000 0 0 6607639 6607639 59238264 17711564 41526700 1958887 2116723 -157836 47976503 FUND OF FUNDS 34128353 F GOVERNMENT BONDS 3000580 F 37128933 DEFERRED COMPENSATION PAYABLE 161489 INTEREST RATE SWAP CONTRACT 2726448 2887937 X 43600421 2927823 2296988 5224811 38375610 4678657 4678657 43054267 31313943 0 31313943 4678657 4678657 35992600 DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: THE SCHOOL HAS ADOPTED INVESTMENT AND SPENDING POLICIES FOR ENDOWMENT ASSETS THAT ATTEMPT TO PROVIDE A PREDICTABLE STREAM OF FUNDING TO PROGRAMS SUPPORTED BY ITS ENDOWMENT AND TO REDUCE THE LIKELIHOOD OF REAL PRINCIPAL EROSION DUE TO PORTFOLIO VOLATILITY. STAFF $ 2,915,770 SCHOLARSHIPS 2,777,573 SPECIALLY DESIGNATED 1,167,480 HISTORIC AWARDS 70,833 TOTAL: $ 6,931,656 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X, LINE 2: WHEN TAX RETURNS ARE FILED, IT IS HIGHLY CERTAIN THAT SOME POSITIONS TAKEN WOULD BE SUSTAINED UPON EXAMINATION BY THE TAXING AUTHORITIES, WHILE OTHERS ARE SUBJECT TO UNCERTAINTY ABOUT THE MERITS OF THE POSITION TAKEN OR THE AMOUNT OF THE POSITION THAT WOULD BE ULTIMATELY SUSTAINED. THE BENEFIT OF A TAX POSITION IS RECOGNIZED IN THE FINANCIAL STATEMENTS IN THE PERIOD DURING WHICH, BASED ON ALL AVAILABLE EVIDENCE, MANAGEMENT BELIEVES IT IS MORE LIKELY THAN NOT THAT THE POSITION WILL BE SUSTAINED UPON EXAMINATION, INCLUDING THE RESOLUTION OF APPEALS OR LITIGATION PROCESSES, IF ANY. TAX POSITIONS TAKEN ARE NOT OFFSET OR AGGREGATED WITH OTHER POSITIONS. TAX POSITIONS THAT MEET THE MORE-LIKELY-THAN-NOT RECOGNITION THRESHOLD ARE MEASURED AS THE LARGEST AMOUNT OF TAX BENEFIT THAT IS MORE THAN 50% LIKELY OF BEING REALIZED UPON SETTLEMENT WITH THE APPLICABLE TAXING AUTHORITY. THE PORTION OF THE BENEFITS ASSOCIATED WITH TAX POSITIONS TAKEN THAT EXCEEDS THE AMOUNT MEASURED AS DESCRIBED ABOVE WOULD BE REFLECTED AS A LIABILITY FOR UNRECOGNIZED TAX BENEFITS IN THE ACCOMPANYING BALANCE SHEET ALONG WITH ANY ASSOCIATED INTEREST AND PENALTIES THAT WOULD BE PAYABLE TO THE TAXING AUTHORITIES UPON EXAMINATION. INTEREST AND PENALTIES ASSOCIATED WITH UNRECOGNIZED TAX BENEFITS ARE CLASSIFIED AS ADDITIONAL INCOME TAXES IN THE STATEMENT OF ACTIVITIES. THE SCHOOL FILES INCOME TAX RETURNS IN THE U.S. FEDERAL JURISDICTION. AS OF JUNE 30, 2013, THERE WERE NO MATERIAL UNRECOGNIZED/DERECOGNIZED TAX BENEFITS OR TAX PENALTIES OR INTEREST. WITH FEW EXCEPTIONS, THE SCHOOL IS NO LONGER SUBJECT TO U.S. FEDERAL INCOME TAX EXAMINATIONS BY TAX AUTHORITIES FOR YEARS BEFORE 2010. PART XI, LINE 2D - OTHER ADJUSTMENTS: INTEREST RATE SWAP GAIN 2,296,988. PART XI, LINE 4B - OTHER ADJUSTMENTS: FINANCIAL AID 4,678,657. PART XII, LINE 4B - OTHER ADJUSTMENTS: FINANCIAL AID 4,678,657. 1 1 1 1 1 1 1 0 0 0 0 0 0 0 0 0 0 1 EXPLANATION OF NONDISCRIMINATORY POLICY PUBLICATION SCHEDULE E, PART I, LINE 3 ORGANIZATION PLACED AN ADVERTISEMENT IN THE WASHINGTON POST TO PUBLICIZE NONDISCRIMINATION POLICY. AUCTION 393363 393363 84622 COUNTRY MARKET DAY 25662 25662 15696 419025 419025 100318 100318 318707 1 FINANCIAL AID 226 4678657 TUTITION REMISSION 20 276511 PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: THE SCHOOL ALLOCATED NEED BASED FINANCIAL AID. THE SCHOOL USES AN OUTSIDE ANALYTICAL FIRM TO PROCESS FINANCIAL AID DATA. NEED IS ASSESSED AND ALLOCATED BY A FINANCIAL AID COMMITTEE. X 1 1 X X X 0 0 0 0 0 0 0 0 0 RUSSELL SHAW 283389 0 0 0 75000 0 12500 0 133090 0 503979 0 0 0 RAHEL ROSNER 189119 0 0 0 0 0 9938 0 81083 0 280140 0 0 0 MICHAEL MADNICK 211099 0 0 0 0 0 11010 0 44549 0 266658 0 0 0 KEVIN BARR 192173 0 4000 0 0 0 15374 0 99 0 211646 0 0 0 GLORIA RUNYON 150161 0 0 0 0 0 12713 0 8302 0 171176 0 0 0 NOOMAN KACEM 111118 0 0 0 28377 0 8935 0 4485 0 152915 0 0 0 PART I, LINE 1A AS THE SCHOOL DOES NOT PROVIDE CAMPUS HOUSING, A HOUSING ALLOWANCE IS PROVIDED TO THE HEAD OF SCHOOL, WHICH IS TAXABLE COMPENSATION TO THE HEAD OF SCHOOL. A DISTRICT OF COLUMBIA 536001131 254839J61 2005-07-01 38000000 CONSTRUCTION OF HS/LOAN CONSOL. 0 0 0 A 8465000 38000000 498040 38000000 2009 0 0 1 1 A 0 0 0 0 0 0 1 A 1 1 1 SUNTRUST BANK 15.000000000000 0 0 0 0 0 A 1 X 22 16105 ESTIMATE X 482 ESTIMATE X 9 167551 SALE X 9 10750 ESTIMATE X 42 4679 ESTIMATE X GIFT CERTIFICATES 306 77703 REPORTED VALUE X TICKETS 48 12684 REPORTED VALUE X TECHNOLOGY 2 165 REPORTED VALUE X INTANGIBLES 126 93438 ESTIMATE 0 1 1 THIRD PARTY USE: PART I, LINE 32B: GEORGETOWN DAY SCHOOL USES TWO VENDORS PROCESSORS, GREATER GIVING AND BIDDING FOR GOOD, TO TRACK ITEMS AUCTIONED IN THE ONLINE AND LIVE AUCTION. THESE VENDOR PROCESSORS ALSO PROCESS PAYMENT OF THE ITEMS AUCTIONED. FORM 990, PART VI, SECTION A, LINE 4 THE FOLLOWING WERE CHANGES TO THE BYLAWS: ARTICLE VI. TRUSTEES, SECTION 2.A HISTORICALLY, THE GDS BOARD HAS BEEN COMPOSED ALMOST EXCLUSIVELY OF CURRENT GDS PARENTS. THE BOARD HAS INCLUDED ALUMNI AND FORMER PARENTS WHO HAVE CONTINUED TO SERVE AFTER THEIR CHILDREN GRADUATE. THERE HAVE BEEN FAR FEWER TRUSTEES REPRESENTING ALUMNI AND ALUMNI PARENTS, AND AN EXTERNAL COMMUNITY REPRESENTATIVE HAS NEVER SERVED AS A TRUSTEE ON THE BOARD. WHILE THE BOARD IS COMMITTED TO CONTINUING THE CULTURE CREATED BY THE PHILOSOPHY OF A "PARENT OWNED AND OPERATED," SCHOOL, THE INSTITUTION HAS EVOLVED SINCE ITS FOUNDING. IT IS IN THE SCHOOL'S BEST INTEREST TO ACCESS THE EXPERTISE AND PERSPECTIVE OF INDIVIDUALS FROM THE BROADER SCHOOL COMMUNITY AS WELL AS FROM OUTSIDE OF THE SCHOOL COMMUNITY WHILE REMAINING TRUE TO THE SCHOOL'S CHARACTER. THE CURRENT BYLAWS LIMIT THE NUMBER OF NON-PARENT TRUSTEES ON THE BOARD TO FIVE. THE RECOMMENDED MODIFICATIONS ARE DESIGNED TO ALLOW FOR A GRADUAL TRANSITION OF THE COMPOSITION OF THE BOARD TO INCLUDE PARENTS OF GRADUATES, ALUMNI, AND EXTERNAL COMMUNITY REPRESENTATIVES IN ADDITION TO CURRENT GDS PARENTS. THIS MODIFICATION REFLECTS BEST PRACTICE IN THE INDEPENDENT SCHOOL INDUSTRY AND WILL PROVIDE THE BOARD WITH ADDITIONAL EXPERTISE AND A WIDER RANGE OF IDEAS AND PERSPECTIVES. THE GOVERNANCE COMMITTEE RECOMMENDS DELETING THE LANGUAGE THAT LIMITS THE NUMBER OF NON-PARENT TRUSTEES THAT CAN SERVE ON THE BOARD AND MODIFY THE MAKE-UP OF THE BOARD TO REQUIRE THAT A MAJORITY OF TRUSTEES BE CURRENT GDS PARENTS. CURRENT LANGUAGE: "THE BOARD OF TRUSTEES SHALL BE COMPOSED OF CURRENT PARENTS OR GUARDIANS OF STUDENTS ATTENDING THE SCHOOL AND NO MORE THAN FIVE NONPARENT TRUSTEES. A BOARD MEMBER'S STATUS (AS A PARENT OR NON-PARENT MEMBER) IS DETERMINED UPON THE MEMBER'S ELECTION. PARENT BOARD MEMBERS MAY REMAIN ON THE BOARD AFTER THE GRADUATION OF THEIR CHILD OR CHILDREN, IF THEY SO CHOOSE." SUGGESTED LANGUAGE: "A MAJORITY OF THE BOARD OF TRUSTEES SHALL BE PARENTS OR GUARDIANS OF STUDENTS CURRENTLY ATTENDING THE SCHOOL ("PARENT BOARD MEMBERS"). A PARENT BOARD MEMBER MAY, AT HIS OR HER OPTION, REMAIN ON THE BOARD AFTER HIS OR HER CHILD OR CHILDREN GRADUATES OR OTHERWISE NO LONGER ATTENDS GDS, BUT SHALL THEREAFTER NOT BE CONSIDERED CURRENT PARENTS FOR THE PURPOSES OF THIS PROVISION." ARTICLE VIII. COMMITTEES, SECTION 10: AUDIT COMMITTEE THE CHANGES RECOMMENDED TO THE SECTION ADDRESSING THE AUDIT COMMITTEE ARE FOR THE PURPOSE OF ENSURING THAT THE BYLAWS REFLECT THE ACTUAL PROCESS USED BY THE SCHOOL AND THE AUDIT COMMITTEE AS WELL AS REFLECT INDUSTRY BEST PRACTICE. AS A MATTER OF COURSE, THE SCHOOL'S FINANCIAL MANAGEMENT TEAM WORKS IN PARTNERSHIP WITH THE SCHOOL'S AUDITING FIRM TO DEVELOP INTERNAL FINANCIAL CONTROLS. THE LANGUAGE CURRENTLY INCLUDED IN THE BYLAWS STATES THAT THE AUDIT COMMITTEE IS RESPONSIBLE FOR THE DEVELOPMENT OF INTERNAL FINANCIAL CONTROLS. THE LANGUAGE CHANGE IS INTENDED TO REFLECT THE METHOD CURRENTLY IN PLACE AT THE SCHOOL. THE SECOND CHANGE TO THIS SECTION CONFIRMS THAT THE AUDIT COMMITTEE DECIDES WHETHER TO HOLD ADDITIONAL MEETINGS. CURRENT LANGUAGE: "THE BOARD SHALL ESTABLISH AN AUDIT COMMITTEE WHICH SHALL SERVE AS AN ADVISORY COMMITTEE TO THE BOARD. THE AUDIT COMMITTEE SHALL ESTABLISH AND MONITOR INTERNAL FINANCIAL CONTROLS AND SHALL CONSULT AND WORK WITH THE INDEPENDENT AUDITORS. THE AUDIT COMMITTEE RECEIVES AND REVIEWS THE AUDITED FINANCIAL STATEMENTS AND MEETS WITH THE AUDITOR AS NEEDED. THE CHAIR OF THE AUDIT COMMITTEE REPORTS THE AUDIT TO THE FULL BOARD AND ANY RECOMMENDATIONS MADE BY THE AUDITOR FOR FINAL APPROVAL." SUGGESTED LANGUAGE: "THE GDS BOARD OF TRUSTEES SHALL ESTABLISH AN AUDIT COMMITTEE WHICH SHALL SERVE AS AN ADVISORY COMMITTEE TO THE BOARD. THE AUDIT COMMITTEE SHALL MONITOR INTERNAL FINANCIAL CONTROLS AND SHALL CONSULT AND WORK WITH THE INDEPENDENT AUDITORS. THE AUDIT COMMITTEE RECEIVES AND REVIEWS THE AUDITED FINANCIAL STATEMENTS AND MEETS WITH THE AUDITOR AS THE COMMITTEE DETERMINES IS NECESSARY. THE CHAIR OF THE AUDIT COMMITTEE PRESENTS TO THE FULL BOARD FOR APPROVAL THE AUDITOR'S REPORT AND ANY RECOMMENDATIONS MADE BY THE AUDITOR." ARTICLE VIII. COMMITTEES, SECTION 11.B THE BYLAWS WERE DRAFTED AND AMENDED OVER THE YEARS IN ORDER TO ENCOURAGE AN INDEPENDENT PROCESS THAT AVOIDS AN INSULAR, SELF-PERPETUATING BOARD WITH THE GOAL OF INCLUDING REPRESENTATIVES FROM ALL DIVISIONS OF THE SCHOOL. THE BYLAWS ESTABLISH A NOMINATING SUBCOMMITTEE THAT IS TASKED WITH SELECTING A SLATE OF CANDIDATES TO SERVE AS TRUSTEES. THE BYLAWS ALSO STIPULATE THE COMPOSITION OF THE SUBCOMMITTEE, SPECIFYING THAT IT BE COMPRISED OF THREE TRUSTEES OF THE BOARD, SIX NON-BOARD MEMBERS "OF THE CORPORATION" (MEMBERS ARE DEFINED AS "PARENTS OR GUARDIANS OF CURRENT STUDENTS") AND AT LEAST TWO MEMBERS FROM EACH DIVISION. THE GOVERNANCE COMMITTEE STRONGLY SUPPORTS THE ROLE AND FUNCTION OF AN INDEPENDENT NOMINATING SUBCOMMITTEE. TO ENHANCE THE BENEFITS GAINED FROM THIS APPROACH, THE GOVERNANCE COMMITTEE IS PROPOSING MODIFICATIONS TO THE EXISTING LANGUAGE THAT WOULD ENHANCE THE INDEPENDENT PROCESS AND ALLOW FOR A BROADER AND MORE DIVERSE NOMINATING SUBCOMMITTEE. THE GOAL IS TO BROADEN THE COMMITTEE TO ALLOW FOR GREATER REPRESENTATION AND IDEALLY THE IDENTIFICATION AND SELECTION OF TRUSTEES FROM ACROSS AN EVEN BROADER SPECTRUM OF THE GDS COMMUNITY. CURRENT LANGUAGE: "THE NOMINATING SUBCOMMITTEE SHALL BE COMPOSED OF THE THREE (3) MEMBERS OF THE BOARD, TOGETHER WITH SIX (6) NON-BOARD MEMBERS OF THE CORPORATION, AT LEAST TWO (2) FROM EACH OF THE THREE DIVISIONS OF THE SCHOOL, AND SELECTED BY THE PRESIDENT WITH APPROVAL OF THE BOARD. ALL MEMBERS, EXCEPT FOR THE HEAD OF SCHOOL, SHALL BE VOTING MEMBERS OF THE COMMITTEE." SUGGESTED LANGUAGE: "THE NOMINATING SUBCOMMITTEE SHALL BE COMPOSED OF THE THREE (3) MEMBERS OF THE BOARD, TOGETHER WITH SIX (6) NON-BOARD MEMBERS OF THE GDS COMMUNITY, DRAWN FROM CURRENT PARENTS REPRESENTING A RANGE OF GRADES, ALUMNI, PARENTS OF ALUMNI AND FORMER BOARD TRUSTEES. AT LEAST THREE (3) OF THE NON-BOARD MEMBERS SHALL BE PARENTS OR GUARDIANS OF CURRENT STUDENTS. MEMBERSHIP OF THE NOMINATING SUBCOMMITTEE SHALL REFLECT THE DIVERSE PERSPECTIVES OF THE GDS COMMUNITY. THESE NINE (9) MEMBERS SHALL BE THE VOTING MEMBERS OF THE COMMITTEE." FORM 990, PART VI, SECTION A, LINE 6 ARTICLE IV. MEMBERSHIP. SECTION 1. THIS CORPORATION SHALL BE A MEMBERSHIP CORPORATION AND SHALL HAVE ONLY ONE CLASS OF MEMBERS: THE PARENTS OR GUARDIANS OF STUDENTS REGISTERED IN THE SCHOOL. SECTION 2.THE PARENT OR GUARDIAN OF EACH STUDENT REGISTERED IN THE SCHOOL SHALL BE ENTITLED TO MEMBERSHIP WHEN A STUDENT IS FIRST REGISTERED, EXCEPT THAT ONLY ONE MEMBERSHIP MAY BE ISSUED TO ANY ONE FAMILY. IF THE PARENTS OF A CHILD ARE SEPARATED OR DIVORCED, THE MEMBERSHIP SHALL BE HELD BY THAT PARENT WHO ENROLLS THE CHILD IN THE SCHOOL EXCEPT WHEN THE PARENTS DECIDE OTHERWISE AND SO NOTIFY THE SCHOOL. WHEN ALL THE STUDENTS REGISTERED IN THE NAME OF A PARENT OR GUARDIAN ARE WITHDRAWN FROM THE SCHOOL, THE PARENT OR GUARDIAN SHALL CEASE TO HAVE MEMBERSHIP IN THE CORPORATION. SECTION 3. THE HOLDER OF EACH MEMBERSHIP SHALL BE ENTITLED TO ONE VOTE. NO MEMBER MAY VOTE MORE THAN ONCE ON ANY SPECIFIC VOTING ISSUE. SECTION 4. COMMUNICATION WITH THE MEMBERSHIP SHALL TAKE PLACE BY MAIL, EITHER ELECTRONIC OR POSTAL. FORM 990, PART VI, SECTION A, LINE 7A ARTICLE V. MEETINGS OF THE MEMBERSHIP. SECTION 1. THE REGULAR ANNUAL MEETING OF MEMBERS SHALL BE HELD IN THE SPRING, AT SUCH DAY, TIME AND PLACE AS SHALL BE DETERMINED BY THE BOARD OF TRUSTEES. SECTION 2. THE REGULAR ANNUAL MEETING SHALL BE FOR THE PURPOSE OF ELECTING TRUSTEES, PRESENTING THE BUDGET, CONSIDERING THE STATE OF THE SCHOOL AND TRANSACTING SUCH OTHER BUSINESS AS MAY COME BEFORE IT. SECTION 3. SPECIAL MEETINGS OF MEMBERS MAY BE CALLED BY THE PRESIDENT, BY A MAJORITY OF THE BOARD OF TRUSTEES, OR BY WRITTEN PETITION OF SEVENTY-FIVE (75) MEMBERS. THE SPECIAL MEETING SHALL BE HELD WITHIN THREE WEEKS AFTER THE PETITION IS PRESENTED. SECTION 4. WRITTEN NOTICE OF ALL MEMBERSHIP MEETINGS, WHETHER REGULAR OR SPECIAL, STATING THE TIME, PLACE AND PURPOSES THEREOF, INCLUDING A FULL AGENDA, SHALL BE MAILED OR DELIVERED BY THE BOARD TO EACH MEMBER OF THIS CORPORATION NO FEWER THAN TEN (10) BUSINESS DAYS BEFORE THE DATE OF THE MEETING, EXCEPT AS A DIFFERENT PERIOD OF NOTICE FOR ANY MEETING IS SPECIFIED ELSEWHERE IN THESE BY-LAWS. ANY MATTER OR ISSUE MAY BE PLACED ON THE AGENDA OF ANY REGULAR OR SPECIAL MEETING BY A WRITTEN PETITION OF FIFTEEN (15) MEMBERS DELIVERED TO THE PRESIDENT OF THE BOARD (C/O THE HEAD OF SCHOOL'S OFFICE) AT LEAST FIVE (5) BUSINESS DAYS BEFORE THE MEETING. UNLESS PLACED ON SUCH AGENDA, NO MATTER OR ISSUE MAY BE VOTED UPON AT THE MEETING. SECTION 5. THE PRESENCE OF ONE HUNDRED TWENTY-FIVE (125) MEMBERS ENTITLED TO VOTE AT ANY MEETING SHALL CONSTITUTE A QUORUM. MAIL PROXIES SHALL BE PERMITTED ON ANY SUBSTANTIVE MATTER OR ISSUE TO BE VOTED ON AT A MEETING. THESE PROXIES WILL BE COUNTED FOR THE PURPOSE OF DETERMINING WHETHER A QUORUM EXISTS AT THE MEETING. ANY MEMBER WHO HAS MAILED IN A PROXY MAY ATTEND THE MEETING, REVOKE THE PROXY, AND VOTE PERSONALLY AT THE MEETING. A MAJORITY OF THOSE VOTING IN PERSON OR BY PROXY SHALL DETERMINE THE OUTCOME OF ANY SUBSTANTIVE MATTER OR ISSUE VOTED ON AT A MEETING, EXCEPT THAT THE ELECTION OF TRUSTEES SHALL BE DETERMINED PURSUANT TO SECTION 8 OF THIS ARTICLE. SECTION 6. THE BOARD OF TRUSTEES MAY ELECT TO TAKE A VOTE BY MAIL BALLOT, REQUIRING ALL BALLOTS TO BE RECEIVED BY A DATE CERTAIN, IN LIEU OF SEEKING A VOTE AT A REGULAR OR SPECIAL MEETING OF THE CORPORATION. WHENEVER A QUORUM IS NOT ACHIEVED AT A REGULAR OR SPECIAL MEETING, PRECLUDING A VOTE ON AN AGENDA ITEM, THE BOARD OF TRUSTEES THEREAFTER MAY ADJOURN THE MEETING TO A NEW TIME OR CONDUCT A VOTE SOLELY BY MAIL BALLOT. IN THE CASE OF A MAIL BALLOT, THE REQUIREMENT FOR A QUORUM OF ONE HUNDRED TWENTY-FIVE (125) IS SATISFIED. A MAJORITY OF THOSE VOTING SHALL DETERMINE THE OUTCOME OF THE ISSUE VOTED ON. THIS PARAGRAPH IS INAPPLICABLE TO ELECTIONS FOR THE BOARD OF TRUSTEES COVERED IN SECTION 8 OF THIS ARTICLE. SECTION 7. EXCEPT INSOFAR AS THE BOARD OF TRUSTEES SHALL SPECIFY OTHERWISE, REGULAR AND SPECIAL MEETINGS OF THE MEMBERS SHALL BE CONDUCTED TO THE EXTENT PRACTICABLE IN ACCORDANCE WITH THE THEN CURRENT EDITION OF ROBERT'S RULES OF ORDER. SECTION 8. THE NOMINEES FOR THE TRUSTEE POSITIONS RECEIVING THE LARGEST NUMBER OF VOTES (WHETHER CAST IN PERSON OR BY MAIL PROXY IN ADVANCE OF THE MEETING) AT THE ANNUAL MEETING OR AT A SPECIAL MEETING SHALL BE ELECTED TRUSTEES FOR THOSE VACANCIES THAT EXIST. ELECTIONS SHALL BE BY SECRET BALLOT. FORM 990, PART VI, SECTION A, LINE 7B MEMBERS MUST APPROVE CHANGES IN BY-LAWS AND DEBT INCURRANCE OVER 10% OF BUDGET. FORM 990, PART VI, SECTION B, LINE 11 THE AUDIT COMMITTEE MEETS WITH THE ACCOUNTANTS TO DISCUSS THE 990 FILING. THE AUDIT COMMITTEE REVIEWS THE FORM 990. A COPY OF THE COMPLETED FORM IS PROVIDED TO THE BOARD FOR REVIEW PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C EACH YEAR ALL BOARD MEMBERS AND SCHOOL ADMINISTRATION ARE REQUIRED TO COMPLETE THE CONFLICT OF INTEREST STATEMENT. THESE FILES ARE MAINTAINED BY THE EXECUTIVE ASSISTANT TO THE HEAD OF THE SCHOOL. FACULTY AND STAFF ARE CONTRACTUALLY REQUIRED TO REPORT CONFLICTS OF INTEREST TO THE HEAD OF THE SCHOOL. FORM 990, PART VI, SECTION B, LINE 15 THE BOARD AND ITS COMMITTEES BENCHMARK THE HEAD OF SCHOOL'S COMPENSATION WITH OTHER SCHOOLS USING SURVEY DATA. THE INITIAL COMPENSATION OF ADMINISTRATIVE STAFF IS ALSO DETERMINED USING COMPENSATION SURVEY DATA. INITIAL COMPENSATION OF FACULTY IS DETERMINED USING THE SCHOOL'S FACULTY SALARY CHART WHICH TAKES INTO CONSIDERATION TEACHING AND RELEVANT EXPERIENCE. THE FACULTY SALARY CHART IS COMPARED TO SURVEY DATA ON AN ANNUAL BASIS. THE ORGANIZATION ALSO DOCUMENTS THE DECISIONS OF THE COMMITTEE. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S BYLAWS ARE AVAILABLE ON THE SCHOOL WEBSITE AS WELL AS BY REQUEST. AUDITED FINANCIAL STATEMENTS AND CONFLICT OF INTEREST POLICY ARE PROVIDED UPON REQUEST. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 9: INTEREST RATE SWAP GAIN 2,296,988. FORM 990, PART XII, LINE 2C THE PROCESS FOR OVERSEEING THE AUDIT OF THE FINANCIAL STATEMENTS AND SELECTION OF AN INDEPENDENT ACCOUNTANT THAT AUDITED THE FINANCIAL STATEMENTS HAS BEEN CONSISTENT WITH PRIOR YEARS.