Interview Questions Explanation Why do you want to be a Board member? What specific skills would you bring to the Board? Please give specific examples of your ability in interpersonal relationships and teamwork. What do you see as the role of a Board member? What have you done to prepare yourself for the challenges of being a Board member? Interview questions are at the Board's sole discretion. This list is not exhaustive, but it may help the Board tailor its questions toward finding a candidate who will approach Board membership with a clear understanding of its demands and expectations along with a constructive attitude toward the challenge. The Board may also want to consider allowing an equal amount of time for each interview. Please describe your previous community or non-profit experiences. What areas in the district would you like to see the Board strengthen? See IASB's Recruiting School Board Candidates, available at: xxx.xxxx.xxx/xxxxxxxx/xxxxxxxxxx.xxx A prospective candidate to fill a vacancy may raise other specific issues that the Board will want to cover during an interview. What is your availability to meet the time, training commitments, and other responsibilities required for Board membership? Describe what legacy you would like to leave behind. In each interview, the Board President will: Introduce Board members to the candidate at the beginning of the interview. Describe the Board's interview process, selection process, and ask the candidate if he or she has questions about the Board's process for filling a vacancy by appointment. Describe the District's philosophy or mission statement. Describe the vacancy for the candidate by reviewing the: (1) qualifications, and (2) general duties and responsibilities of the Board and the Board members, including fiduciary responsibilities, conflict of interest, ethics and gift ban, and general Board member development. Begin asking the interview questions that the Board developed. Ask the candidate whether he or she has any questions for the Board. Thank the candidate and inform the candidate when the Board expects to make a decision and how the candidate will be contacted regarding the Board's decision. The Board President will lead the Board as it interviews prospective candidates. See Board policy 2:110, Qualifications, Term, and Duties of Board Officers. The president presides at all meetings. 105 ILCS 5/10-13. The Board may also want to consider allowing an equal amount of time for each interview. Fill vacancy by a vote during an open meeting of the Board before the 60th day (105 ILCS 5/10-10, amended by P.A. 101-67, eff. 1-1-20). Announcement Explanation The Board appointed [appointee's name] to fill the vacancy on the Board. The appointment will be from [date] to [date]. The Board previously established qualifications for the appointee in a careful and thoughtful manner. [Appointee's name] meets these qualifications and has demonstrated the willingness to accept the duties and responsibilities of a Board member. [Appointee's name] brings a clear understanding of the demands and expectations of being a Board member along with a constructive attitude toward the challenge. The contents of the appointment announcement and length of time it is displayed are at the Board's sole discretion. The Board may want to consider announcing the appointment during its meeting and also by posting it in the same places that it posted the vacancy announcement. See Board policy 8:10, Connection with the Community. See Board policy 2:80, Board Member Oath and Conduct. Each individual, before taking his or her seat on the Board, must take an oath in substantially the form given in 105 ILCS 5/10-16.5. See Board policy 2:120, Board Member Development, and 2:120-E, Guidelines for Serving as a Mentor to a NewSchool Board Member. Orientation assists new Board members to learn, understand, and practice effective governance principles. See the IASB Foundational Principles of Effective Governance, available at: xxx.xxxx.xxx/xxxxxxxxxx_xxxxx.xxx. DATED : December 16, 2019
Company SEC Documents (a) The Company has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses and other documents required to be filed with or furnished prior to the date hereof to the SEC by the Company since October 1, 2018, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendment, the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to any of the Company SEC Documents or, to the Company’s Knowledge, none of the Company SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to the Company’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiaries.
(b) The consolidated financial statements of the Company (including the related notes and schedules) and all related compilations, reviews and other reports issued by the Company’s accountants with respect thereto included or incorporated by reference in the Company SEC Documents (i) complied as to form, as of their respective dates of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) had been prepared in all material respects in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (x) as may be indicated in the notes thereto or (y) as permitted by Regulation S-X) and (iii) fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in stockholders’ equity for the periods shown (subject, in the case of unaudited statements, to normal year-end adjustments, which have not had and would not reasonably be expected to have a Company Material Adverse Effect). Except as required by GAAP and disclosed in the Company SEC Documents, between October 1, 2021, and the date hereof, the Company has not made or adopted any material change in its accounting methods, practices or policies.
(c) As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any material “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). As of the date hereof, there are not, and since October 1, 2020, there have not been, to the Knowledge of the Company, any transactions, agreements, arrangements or understandings between the Company or any of its Subsidiaries, on the one hand, and the Company’s Affiliates (other than wholly owned Subsidiaries of the Company) or other persons, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K of the SEC that are not so disclosed.
(d) The Company has designed and maintains, and at all times since October 1, 2018, has maintained a system of internal controls over financial reporting and accounting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are sufficient to provide reasonable assurance that material information that is required to be disclosed by the Company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and made known to its principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act.
(e) Since October 1, 2018, (i) none of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of their directors, executive officers, auditors, accountants or Representatives has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported to the Company Board, any committee thereof or to any executive officer of the Company evidence of a material violation of securities laws, a breach of fiduciary duty or a similar material violation by the Company or any of its Subsidiaries or any of their officers, directors or employees.
(f) Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof. To the Knowledge of the Company, there is no reason to believe that the Company’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without additional qualification, when next due.
(g) The Company is in compliance with (i) all applicable listing and corporate governance requirements of NASDAQ and (ii) the applicable provisions of the Xxxxxxxx-Xxxxx Act, in each case, except for any noncompliance which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
