2013-05-15T07:47:51-05:00 2012-06-30 420714325 MCGLADREY LLP 8000 TOWERS CRESCENT DR STE 500 VIENNA VA 221826205 990 2011-07-01 530204701 GEORGETOWN DAY SCHOOL GEOR 2022956100 4530 MACARTHUR BLVD NW WASHINGTON DC 20007 RAHEL ROSNER 2022956100 2013-04-09 1 YONG ZHANG CPA P01249785 7033366400 2011 2016-02-24 21:20:13Z RUSSELL SHAW 4530 MACARTHUR BLVD NW WASHINGTON DC 20007 48157886 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 21 403 220 0 0 1883054 2897961 33790943 35805729 174822 401886 730704 832685 36579523 39938261 4046424 5030945 0 0 20445536 21800225 0 0 1088967 9196999 12056121 33688959 38887291 2890564 1050970 100432251 102652237 45081270 46457153 55350981 56195084 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 28456466 5030945 35805729 INDEPENDENT PRIVATE SCHOOL PROVIDING A COLLEGE PREPARATORY EDUCATION FOR STUDENTS FROM THE PRE-KINDEGARTEN THROUGH THE TWELFTH GRADE. 28456466 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 0 1 51 0 1 403 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 EMILY BLOOMFIELD 2.00 X 0 0 0 KATHERINE BORSECNIK 2.00 X 0 0 0 PHILIP BRONNER 2.00 X 0 0 0 MONICA DIXON 2.00 X 0 0 0 MARC FISHER 2.00 X 0 0 0 MARC GLOSSERMAN 2.00 X 0 0 0 MICHAEL GOTTDENKER 2.00 X 0 0 0 JENNIFER KLEIN 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 KAREN BEAM LEDER 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 LUCRETIA RISOLEO 2.00 X 0 0 0 SCOTT SHEPPERD 2.00 X 0 0 0 DAVID STERN 2.00 X 0 0 0 YOLANDA TOWNSEND 2.00 X 0 0 0 MARCY WILDER 2.00 X 0 0 0 PETER BRANCH 40.00 X 539257 0 51669 RUSSELL SHAW 40.00 X 302724 0 104948 RAHEL ROSNER 40.00 X 181821 0 84531 KEVIN BARR 40.00 X 190667 0 14963 GLORIA RUNYON 40.00 X 142115 0 19815 NOOMAN KACEM 40.00 X 138226 0 16050 THOMAS YODER 40.00 X 136131 0 17622 KATHERINE HUDSON 40.00 X 125855 0 13686 1756796 0 323284 19 0 1 0 MCDONALD CLEANING SYSTEMS INC 2121 WISCONSIN AVENW SUITE 61 WASHINGTON DC 20007 CLEANING CONTRACT 609201 POTOMAC ELECTRIC POWER CO PO BOX 97274 WASHINGTON DC 200907274 ELECTRICAL SERVICE 574867 PRESIDIO NETWORKED SOLUTIONS PO BOX 822169 PHILADELPHIA PA 191822169 COMPUTER HARDWARE/TELEPHONE UPGRADE 203810 CDW GOVERNMENT INC 75 REMITTANCE DRIVE SUITE 1515 CHICAGO IL 606751515 COMPUTER HARDWARE/SOFTWARE SERVICE 139191 DENSEL COMPANY INC 7640A AIRPARK ROAD GAITHERSBURG MD 20879 HVAC EQUIP AND SERVICE 125865 7 2897961 315697 2897961 EDUCATION PROGRAM 900099 35805729 35805729 35805729 401886 401886 219104 0 219104 219104 219104 8113440 8113440 0 0 644647 106185 538462 538462 OTHER INCOME 900099 75119 75119 75119 39938261 35805729 0 1234571 5030945 5030945 1252451 870285 333799 48367 17012907 11821691 4534219 656997 1175337 816701 313247 45389 1073639 746035 286143 41461 1285891 893522 342711 49658 82683 82683 48000 48000 145134 145134 3579322 3153671 414283 11368 761132 761132 174123 174123 3332402 1085391 2247011 2394954 2394954 144079 12262 131817 STAFF EDUCATION AND REC 519262 423893 95369 OTHER EXPENSES 511709 367442 144267 AFTER SCHOOL PROGRAMS 237253 237253 PUBLIC RELATIONS 126068 34608 91460 38887291 28456466 9341858 1088967 681870 1508171 7470590 4509278 605599 1316355 57727 148643 46156 43451 67174929 19334090 49311003 47840839 14451945 16351204 27394701 30600628 412660 333668 100432251 102652237 1804163 2380989 9032619 8708420 31000000 30200000 3244488 5167744 45081270 46457153 X 43785647 44380506 4955529 5190265 6609805 6624313 55350981 56195084 100432251 102652237 X 1050970 -206867 X X 0 1 1 X 0 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 6609805 14508 6624313 6672323 24861 87379 6609805 6573828 98495 6672323 6394680 179148 6573828 1.00000 0 0 6281609 6281609 57732349 11047507 46684842 3160971 8286583 -5125612 47840839 FUND OF FUNDS 28200856 F GOVERNMENT BONDS 2399772 F 30600628 DEFERRED COMPENSATION PAYABLE 144308 INTEREST RATE SWAP CONTRACT 5023436 5167744 39938261 38887291 1050970 -206867 -206867 844103 35021222 -206867 -206867 35228089 4710172 4710172 39938261 34177119 0 34177119 4710172 4710172 38887291 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 $ 2,920,266 SCHOLARSHIPS 2,662,062 SPECIALLY DESIGNATED 972,450 HISTORIC AWARDS 69,535 TOTAL: $ 6,624,313 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: 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, 2012, 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 2009. PART XII, LINE 4B - OTHER ADJUSTMENTS: FINANCIAL AID 4,710,172. PART XIII, LINE 4B - OTHER ADJUSTMENTS: FINANCIAL AID 4,710,172. 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 617311 617311 92840 COUNTRY MARKET DAY 27336 27336 13345 644647 644647 106185 106185 538462 1 FINANCIAL AID 231 4710172 TUTITION REMISSION 24 320773 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 X X 1 1 X X X 0 0 0 0 0 0 0 0 0 PETER BRANCH 489257 0 0 0 50000 0 15420 0 36249 0 590926 0 0 0 RUSSELL SHAW 227724 0 0 0 75000 0 11543 0 93405 0 407672 0 0 0 RAHEL ROSNER 181821 0 0 0 0 0 9602 0 74929 0 266352 0 0 0 KEVIN BARR 185667 0 0 0 5000 0 14853 0 110 0 205630 0 0 0 GLORIA RUNYON 142115 0 0 0 0 0 12098 0 7717 0 161930 0 0 0 NOOMAN KACEM 99566 0 0 0 38660 0 8634 0 7416 0 154276 0 0 0 THOMAS YODER 118631 0 0 0 17500 0 9905 0 7717 0 153753 0 0 0 PART I, LINE 1A AS THE SCHOOL DOES NOT PROVIDE CAMPUS HOUSING, A HOUSING AND PERSONAL SERVICE ALLOWANCE IS PROVIDED TO THE HEAD OF SCHOOL. THE SCHOOL DOES NOT HAVE A CAFETERIA NOR FOOD SERVICE PROVIDER AND HAS TAKEN OUT DINING MEMBERSHIP (AT A NOMINAL COSTS) FOR THE HEAD OF SCHOOL AT THE GEORGETOWN CLUB FOR RECRUITING AND DEVELOPMENT PURPOSES. HOUSING ALLOWANCE IS TAXABLE COMPENSATION TO THE HEAD OF SCHOOL, WHILE HEALTH OR SOCIAL CLUB DUES AND PERSONAL SERVICES ARE NOT TAXABLE. DISTRICT OF COLUMBIA 536001131 254839J61 2005-07-01 38000000 CONSTRUCTION OF HS/LOAN CONSOL. 0 0 0 7800000 38000000 498040 38000000 2009 0 0 1 1 0 0 0 0 1 1 1 1 SUNTRUST BANK 11.916666700000 0 0 0 0 0 X X 18 8543 ESTIMATE X 1317 ESTIMATE X 1860 ESTIMATE X 7 72641 SALE X 72 8705 ESTIMATE X GIFT CERTIFICATES 216 76251 REPORTED VALUE X TICKETS 37 23098 REPORTED VALUE X TECHNOLOGY 5 437 REPORTED VALUE X INTANGIBLES 100 122845 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 SUMMARY OF CHANGES TO GDS BY-LAWS: A. ARTICLE IV: SECTION 2 - ONE 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 EXECUTES THE ENROLLMENT CONTRACT TO ENROLL THE CHILD IN THE SCHOOL, EXCEPT WHEN THE PARENTS DECIDE OTHERWISE AND SO NOTIFY THE SCHOOL IN WRITING. 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. B. ARTICLE V: SECTION 1 -THE REGULAR ANNUAL MEETING OF MEMBERS SHALL BE HELD ONCE EVERY ACADEMIC YEAR, AT SUCH DAY, TIME AND PLACE AS SHALL BE DETERMINED BY THE BOARD OF TRUSTEES. C. ARTICLE V: 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. D. ARTICLE V: SECTION 6 - WHERE AND IN THE MANNER AUTHORIZED BY THE BOARD OF TRUSTEES, ANY ACTION REQUIRED TO BE TAKEN AT A MEETING OF THE VOTING MEMBERS OR ANY ACTION WHICH MAY BE TAKEN AT A MEETING OF THE VOTING MEMBERS MAY BE CONDUCTED BY BALLOT BY MEANS OF U.S. MAIL, FAX, ELECTRONIC MAIL OR ANY OTHER METHOD OF VOTING PROVIDED FOR BY THE ACT. SUCH VOTING SHALL BE SUBJECT TO THE SAME QUORUM AND NOTICE REQUIREMENTS AS A MEETING HELD IN PERSON BASED ON THE NUMBER OF BALLOTS RETURNED. THE BOARD OF TRUSTEES MUST REQUIRE 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 OF THE MEMBERSHIP TO A NEW TIME OR CONDUCT A VOTE SOLELY BY MAIL OR ELECTRONIC BALLOT. E. ARTICLE V SECTION 8: THE NOMINEES FOR THE TRUSTEE POSITIONS RECEIVING THE LARGEST NUMBER OF VOTES SHALL BE ELECTED TRUSTEES FOR THOSE VACANCIES THAT EXIST. SUCH VOTES MAY BE CAST AT THE ANNUAL MEETING AT WHICH A QUORUM IS PRESENT, OR AT A SPECIAL MEETING, OR MAIL BALLOT, OR ELECTRONIC BALLOT, OR OTHER FORM PERMISSIBLE PURSUANT TO ARTICLE V, SECTION 5 OR 6. ELECTIONS SHALL BE BY SECRET BALLOT. F. ARTICLE V SECTION 10: WHERE AND IN THE MANNER AUTHORIZED BY THE BOARD OF TRUSTEES AND TO THE EXTENT PERMITTED BY THE ACT, ANY PERSON PARTICIPATING IN A MEETING OF THE VOTING MEMBERS MAY PARTICIPATE BY MEANS OF CONFERENCE TELEPHONE OR BY ANY MEANS OF COMMUNICATION SUCH AS ELECTRONIC COMMUNICATION BY WHICH ALL PERSONS PARTICIPATING IN THE MEETING ARE ABLE READ OR HEAR PROCEEDINGS SUBSTANTIALLY CONCURRENTLY WITH THEIR OCCURRENCE, VOTE ON MATTERS SUBMITTED TO THE MEMBERS, POSE QUESTIONS, MAKE COMMENTS, AND OTHERWISE FULLY PARTICIPATE IN THE MEETING. SUCH PARTICIPATION SHALL CONSTITUTE PRESENCE IN PERSON AT THE MEETING. G. ARTICLE VI SECTION 3: NO TRUSTEE SHALL SERVE MORE THAN TWO (2) CONSECUTIVE TERMS, FULL OR PARTIAL, TO A MAXIMUM OF SIX (6) CONSECUTIVE YEARS, EXCEPT THAT (I) THE BOARD PRESIDENT MAY EXTEND HIS/HER TERM OF OFFICE FOR TWO (2) ADDITIONAL YEARS, IF SO REQUESTED BY THE BOARD, TO FILL OUT A MAXIMUM TERM AS PRESIDENT OF UP TO THREE (3) YEARS, AND (II) ANY OFFICER MAY EXTEND HIS/HER TERM OF OFFICE FOR ONE ADDITIONAL YEAR IF REQUESTED TO DO SO BY THE BOARD OF TRUSTEES, IN ITS SOLE DISCRETION. H. ARTICLE VII: SECTION 1 - THE OFFICERS ELECTED BY THE BOARD OF TRUSTEES FROM AMONG ITS MEMBERSHIP SHALL BE A PRESIDENT, A VICE PRESIDENT, A SECRETARY AND A TREASURER. ALL OFFICERS SHALL HOLD OFFICE ONLY UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED. NO PERSON MAY SERVE MORE THAN THREE (3) CONSECUTIVE YEARS IN ANY ONE OR COMBINATION OF THE OFFICES OF VICE PRESIDENT, SECRETARY AND TREASURER. THE POLICY MANUAL FOR THE BOARD OF TRUSTEES PROVIDES ADDITIONAL GUIDANCE REGARDING BOARD POLICIES AND SHOULD BE REFERENCED FOR INTERPRETING THESE BYLAWS. I. ARTICLE VII: SECTION 2 - THE PRESIDENT SHALL SERVE A ONE YEAR TERM BUT MAY SERVE UP TO TWO ADDITIONAL CONSECUTIVE TERMS. NO PERSON MAY SERVE AS PRESIDENT FOR MORE THAN THREE (3) CONSECUTIVE YEARS. J. ARTICLE VII: SECTION 3 - THE VICE PRESIDENT MAY SERVE UP TO THREE CONSECUTIVE ONE-YEAR TERMS, WHICH SHALL BE SUBJECT TO APPROVAL AND VOTE OF THE BOARD OF TRUSTEES. K. ARTICLE VII: SECTION 4 - THE SECRETARY MAY SERVE UP TO THREE CONSECUTIVE ONE-YEAR TERMS, WHICH SHALL BE SUBJECT TO APPROVAL AND VOTE OF THE BOARD OF TRUSTEES. L. ARTICLE VII: SECTION 5 - THE TREASURER MAY SHALL SERVE UP TO THREE CONSECUTIVE ONE-YEAR TERMS, WHICH SHALL BE SUBJECT TO APPROVAL AND VOTE OF THE BOARD OF TRUSTEES. M. ARTICLE VIII: SECTION 8.C. - THE EXECUTIVE COMMITTEE SHALL HAVE ONLY SUCH POWERS AS THE BOARD, BY A TWO-THIRDS MAJORITY VOTE, MAY GRANT. IT MAY NOT TAKE ANY ACTION INCONSISTENT WITH A PRIOR ACT OF THE BOARD OF TRUSTEES, OR ANY PROVISION OF THE BY-LAWS. IT MAY NOT REMOVE OR APPOINT THE HEAD OF SCHOOL, DISPOSE OF ANY REAL PROPERTY, OR TAKE ANY ACTION THAT HAS BEEN RESERVED TO THE BOARD BY BOARD ACTION OR BY THESE BY-LAWS, OR BY THE DC NONPROFIT CORPORATION ACT. N. ARTICLE VIII: SECTION 8F - THE MINUTES OF THE MEETINGS OF THE EXECUTIVE COMMITTEE SHALL BE DISTRIBUTED FIVE (5) DAYS AFTER EACH MEETING TO ALL TRUSTEES IF THE EXECUTIVE COMMITTEE TOOK ANY ACTION AT THE MEETING. IN ADDITION, IF ANY ACTION WAS TAKEN BY THE EXECUTIVE COMMITTEE, SUCH ACTION WILL BE REPORTED TO THE BOARD AT THE NEXT BOARD MEETING. O. (DELETED): ARTICLE VIII: SECTION 9.C. THE CHAIR OF THE FINANCE COMMITTEE MAY, BUT IS NOT REQUIRED TO, APPOINT A SUBCOMMITTEE TO ADDRESS THE AUDIT. ANY SUCH SUBCOMMITTEE MAY BE COMPOSED EXCLUSIVELY OF TRUSTEES. P. ARTICLE VIII: SECTION 9 - (H) THE FINANCE COMMITTEE SHALL ESTABLISH AN INVESTMENT ADVISORY COMMITTEE TO OVERSEE THE INVESTMENTS OF THE SCHOOL. THE INVESTMENT COMMITTEE SHALL INCLUDE NOT LESS THAN 3 MEMBERS, AT LEAST ONE (1) OF WHOM SHALL BE A TRUSTEE. Q. ARTICLE VIII: SECTION 10. AUDIT COMMITTEE. 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. THE AUDIT COMMITTEE SHALL INCLUDE NOT LESS THAN THREE (3) MEMBERS, AT LEAST TWO (2) OF WHOM SHALL BE TRUSTEES. R. ARTICLE VIII: SECTION 11.A - THE GOVERNANCE COMMITTEE SHALL REVIEW THE SCHOOL'S STRATEGIC GOALS AND PLANS TO IDENTIFY THE SKILLS, EXPERIENCES, AND RELATIONSHIPS REQUIRED BY THE BOARD IN THE PRESENT AND IN THE FUTURE. THE GOVERNANCE COMMITTEE ALSO SHALL ADVISE THE BOARD ON ISSUES OF GOVERNANCE AND RECOMMEND POLICIES AND PRACTICES TO STRENGTHEN THE GOOD WORK OF THE BOARD. S. ARTICLE VIII SECTION 11 F - THE CHAIR OF THE GOVERNANCE COMMITTEE WITH THE APPROVAL OF THE PRESIDENT SHALL APPOINT FROM AMONG ITS MEMBER A NOMINATING SUBCOMMITTEE TO SELECT THE SLATE OF TRUSTEES TO BE VOTED ON BY THE MEMBERS OF THE CORPORATION. THE NOMINATING SUBCOMMITTEE, OR ITS DESIGNEE, SHALL RECEIVE, COUNT, AND REPORT TO THE BOARD THE RESULTS OF VOTES CAST FOR TRUSTEES. T. ARTICLE IX SECTION 5. - ANNUAL REVIEW OF PERFORMANCE AND COMPENSATION. AN ANNUAL REVIEW OF THE PERFORMANCE OF THE HEAD OF SCHOOL SHALL BE CARRIED OUT BY A SUBCOMMITTEE APPOINTED BY THE PRESIDENT, COMPRISED AS SET FORTH IN ARTICLE VIII, SECTION 13. FORM 990, PART VI, SECTION A, LINE 4 U. ARTICLE XII. SECTION 6 - THE SCHOOL SHALL INDEMNIFY AND HOLD HARMLESS ANY TRUSTEE OR OFFICER OF THE SCHOOL TO THE FULLEST EXTENT PERMITTED BY LAW FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DEMANDS, COSTS, DAMAGES, LIABILITIES (JOINT OR SEVERAL), EXPENSES OF ANY NATURE (INCLUDING ATTORNEYS' FEES AND DISBURSEMENTS), JUDGMENTS, FINES, SETTLEMENTS, AND OTHER AMOUNTS ARISING FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, SUITS, OR PROCEEDINGS, WHETHER CIVIL, CRIMINAL, ADMINISTRATIVE OR INVESTIGATIVE, IN WHICH THE TRUSTEE MAY BE INVOLVED, OR THREATENED TO BE INVOLVED AS A PARTY OR OTHERWISE (OTHER THAN ANY SUCH CLAIM, DEMAND, ACTION, SUIT, OR PROCEEDINGS INITIATED BY SUCH TRUSTEE AGAINST THE SCHOOL OR ANY OTHER TRUSTEE), ARISING OUT OF THE ACTIVITIES OF THE SCHOOL, REGARDLESS OF WHETHER THE TRUSTEE CONTINUES TO BE A TRUSTEE, AT THE TIME ANY SUCH LIABILITY OR EXPENSE IS PAID OR INCURRED; PROVIDED, HOWEVER, THAT NO TRUSTEE SHALL BE ENTITLED TO INDEMNIFICATION HEREUNDER (I) FOR ANY BREACH OF THE TRUSTEE'S FIDUCIARY DUTIES TO THE SCHOOL, TO THE EXTENT SUCH BREACH IS OF A KIND THAT IS NOT ENTITLED TO EXCULPATION UNDER THE LAW APPLICABLE TO DISTRICT OF COLUMBIA NON-PROFIT CORPORATIONS, (II) FOR ACTS OR OMISSIONS WHICH INVOLVE INTENTIONAL MISCONDUCT OR A KNOWING VIOLATION OF LAW, (III), APPROVAL OF OR ASSENT TO AN UNLAWFUL DISTRIBUTION, OR (IV) FOR ANY ACTIVITY FOR WHICH THE TRUSTEE RECEIVED ANY IMPROPER PERSONAL BENEFIT. EXPENSES INCURRED BY A TRUSTEE IN DEFENDING ANY CLAIM, DEMAND, ACTION, SUIT, OR PROCEEDING SUBJECT TO THIS SECTION SHALL, FROM TIME TO TIME, UPON REQUEST BY THE TRUSTEE, BE ADVANCED BY THE SCHOOL UPON APPROVAL OF THE BOARD, PRIOR TO THE FINAL DISPOSITION OF SUCH CLAIM, DEMAND, ACTION, SUIT, OR PROCEEDING UPON RECEIPT BY THE SCHOOL OF AN UNDERTAKING BY OR ON BEHALF OF THE TRUSTEE TO REPAY SUCH AMOUNT, IF IT SHALL BE DETERMINED IN A JUDICIAL PROCEEDING OR A BINDING ARBITRATION THAT SUCH TRUSTEE IS NOT ENTITLED TO BE INDEMNIFIED AS AUTHORIZED IN THIS SECTION. V. ARTICLE XV SECTION 1. THESE BY-LAWS MAY BE AMENDED BY A MAJORITY VOTE AT THE ANNUAL MEETING, OR AT A SPECIAL MEETING CALLED FOR THAT PURPOSE, OR AS SET FORTH IN SECTION 5 OF ARTICLE V, OR ALTERNATIVELY BY MAIL OR ELECTRONIC BALLOT AS SET FORTH IN SECTION 6 OF ARTICLE V OF THESE BY-LAWS. W. ARTICLE XVI. SECTION 1. THESE BY-LAWS ARE ADOPTED PURSUANT TO THE DISTRICT OF COLUMBIA NONPROFIT CORPORATION ACT ("THE ACT"). 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 5: NET UNREALIZED LOSSES ON INVESTMENTS: -206,867. 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.