| Organizational document changes (Part VI, Line 4) |
The school's Certificate of Incorporation and Bylaws were amended in May 2019. The School's governing document were amended to grant a majority of the Board of Directors with the right to determine, among other things, amending the Bylaws, merger of the corporation, transfer of all or substantially all of the assets or properties of the corporation, and dissolution of the corporation. |
| Members or stockholder classes and rights (Part VI, Line 6) |
The School shall have two classes of membership, General Members and Special Members. Each parent of a student at any time then currently enrolled in the School shall automatically become a General Member. Each person elected or appointed to Schools Board of Directors (including both Elected Directors and Appointed Directors) shall automatically be a Special Member, until such status is terminated. Status as a Special Member shall not affect an individuals status as a General Member, if any. At any meeting of the General Members or Special Members, each member present, in person or by proxy, will be entitled to one (1) vote. The General Members shall have no voting rights in their capacity as members other than the right to elect the Elected Directors. The Association members elect the Foundation's board of directors. |
| Member election for additional members (Part VI, Line 7a) |
The Elected Directors shall be elected from time to time by a majority vote of the General Members of the School, following the nomination procedures provided in Section 5 of this Article. Each full term of an Elected Director shall be thirty-six (36) months. The Appointed Directors shall be appointed from time to time by a two-thirds (2/3) vote of the Special Members. Each full term of an Appointed Director shall be forty-eight (48) months. |
| Form 990 governing body review (Part VI, Line 11) |
The form 990 was reviewed by an independent public accounting firm before sending it to the Head of School and Chairperson of the Board. Subsequent to the Head of School's and Chair's review, all voting board members were provided a complete copy of the Form 990.The Form 990 was then filed with the Internal Revenue Service following the voting board members' review. |
| Conflict of interest policy compliance (Part VI, Line 12c) |
The Chairperson of the Board is charged with monitoring for conflicts of interest and addressing any potential or actual conflicts of the officers and board members. Although the board and officers are not required to complete an annual conflict of interest questionnaire, the officers and board members self-report in writing to the full Board any conflicts of interest or potential conflicts of interest that may arise. Officers and board members will recuse themselves from any deliberation over issues involving a conflict of interest. |
| CEO, executive director, top management comp (Part VI, Line 15a) |
The Board of Directors, none of whom had a conflict of interest with respect to the compensation arrangement, evaluated the Head of School's compensation during the tax year.The salary adjustment, if any, was reviewed by the Compensation Committee which consists of the Board Chair, Vice Chair, Secretary and the M&R (Management & Resources) Committee Chair. It was then approved by the full board of directors before becoming part of the budget. The board sought feedback from an independent compensation & benefit firm, gathered benchmarking data from comparable schools in the EARCOS region and reviewed the Head of School's compensation as disclosed in Form 990s of similarly sized private schools. The Committee's discussions and deliberations were contemporaneously documented. |
| Other officer or key employee compensation (Part VI, Line 15b) |
The Administrators' compensation is approved by the Board upon initial hire based on the Head of School's recommendation using benchmark compensation for similar size overseas schools. Periodic salary adjustments are approved by the Board Chair and M&R Chair and provided to HR and Controller offices for inclusion in the approved annual budget. |
| Governing documents, etc, available to public (Part VI, line 19) |
TAS Policy Manual including governing documents and conflict of interest policy is available at secured school portals. The AUDITED financial statements are not open to the Public except the data contained in Form 990. |
| Explanation of other changes in net assets or fund balances |
(PART XI, LINE 9) Other changes in net assets or fund balances included currency exchange loss in the amount of $2,243,630. |
| GENERAL EXPLANATION ATTACHMENT |
State of legal domicile (item M), the School is located in 800 Chung Shan N. Rd., Sec. 6, Taipei, Taiwan ROC 11152.(TW). Total number of Employees (Part I, line 5), 592 employees included 232 U.S. employees and 360 non U.S. employees as of December 31, 2018. THE STATES WITH WHICH A COPY OF THIS FORM 990 IS REQUIRED TO BE FILED (PART VI, LINE 17). THE SCHOOL IS NOT REQUIRED TO FILE FROM 990 IN ANY STATE. State the name, physical address, and telephone number of the person who possesses the books and records of the organization (Part VI, line 20), Cathy C Hsu, Controller, Taipei American School Foundation, 800, Chung Shan N. Rd, Sec. 6, Taipei, Taiwan 11152, +886-2-2873-9900 ext 332. Due to software limitations, the Taiwan telephone number does not appear on Part VI, line 20. |
Attach to Form 990 or 990-EZ.