ÎÎ´Ï - Anatolia College
ÎÎ´Ï - Anatolia College
ÎÎ´Ï - Anatolia College
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Institutional Governance and the Trustees of <strong>Anatolia</strong> <strong>College</strong> 69<br />
holland, thomas P., taylor, Barbara e.“The Effective Board of Trustees” (oryx<br />
Press, 1993). there do not appear to be any authoritative Greek commentaries so<br />
far. see note 44 infra.<br />
29. Besides the Trustees Duties Policy, there is an additional “<strong>Anatolia</strong> Policy<br />
on Conflicts of Interest” to disclose financial conflicts on an annual basis. “Although<br />
501(c) (3) organizations (see non-Profit status section v supra) are exempt<br />
from paying income tax, they must nonetheless file an annual return with the IRS<br />
- on Form 990. While the IRS does not directly regulate corporate governance,<br />
the information on the Form 990 enables the IRS to watch for evidence of excessive<br />
compensation of the staff or transactions which create a conflict of interest,<br />
either of which can be the basis for the IRS to withdraw the exempt status or impose<br />
other penalties.” GnPo (note 26 supra).<br />
30. conceptual and cultural differences may help explain the not uncommon<br />
desire of Greek directors to be involved in executive management. unlike Greek<br />
corporations, the supervisory and executive powers in an american corporation<br />
are separated as between the directors and the executive officers. “The division<br />
of corporate management into an executive branch as in France and Germany<br />
and other countries is not known in Greece. The board collegially manages…<br />
and, in practice, a managing director or an outside general manager is appointed.”<br />
Phaedon J. Kozyris “Business Associations” 12 II K in K and K (emphasis<br />
added).<br />
31. under art. 9 of the By-laws, indemnification by the corporation is dependent<br />
upon a judicial adjudication of “good faith,” even when it is available. for<br />
breaches of the “duty of loyalty,” e.g., it is not.<br />
32. In consultation with the Board on senior appointments, the President hires<br />
staff. the President, on his own authority, is responsible for the recruitment, selection,<br />
and dismissal of all instructors and staff members (By-laws art. 5.7).<br />
among other things, the President also makes recommendations to the Board as<br />
to the curriculum.<br />
33. the essence and spirit of the school and its trials were portrayed by a former<br />
anatolia teacher and Board chair dr. everett W. stephens (after whom stephens<br />
hall is named) and his wife Mary who also taught at anatolia in “Survival Against