Mcphs University

“The university's executive committee membership consists of the chairman of the board of trustees and other members of the board of trustees as nominated by the chairman. The full board of trustees has voted to delegate to the executive committee all the powers of the trustees except those powers which by law, by the university's charter, or the university's by-laws are prohibited from delegating. Such powers may be exercised during intervals between the meetings of the full board, and the executive committee shall report the exercise of any such powers to all trustees within a reasonable time thereafter.”

“The university is a non-stock corporation with one class of corporation members whose responsibility is to elect members of the board of trustees (the "board"), the university's governing body. Members do not approve significant decisions of the board. Members do not receive any share of the organization's profits or any share of the organization's net assets upon dissolution.”

“See explanation for form 990, part vi, section a, line 6 above.”

“A copy of the university's completed form 990 is distributed to all trustees prior to filing. The form 990 is also reviewed annually by the compensation committee of the board of trustees, whose members substantially represent the finance committee of the board of trustees. This review provides for detailed oversight among individuals governing university finances and officer compensation. Form 990 is also reviewed by the university's chief financial officer, chief business officer and independent advisors from a national accounting firm.”

“Officers, trustees, and key employees are required annually to complete a statement disclosing all business and family relationships that could create a conflict of interest within the university. All potential conflicts are reviewed by the trustees independent of the person concerned, and resolutions are voted preserving the university's interests while the person with the potential or actual conflict is recused.”

“Compensation of the university's president and other officers is reviewed and authorized by the compensation committee, whose members also serve on the university's finance committee. No persons with a conflict of interest with respect to compensation arrangements serve on the committee. A compensation consultant provides the group with data and recommendations including comparable compensation for qualified persons in comparable positions at similar institutions. Committee minutes, decisions, and compensation arrangements are all contemporaneously documented. The compensation committee last completed their officer compensation review process in fiscal year ended june 30, 2024.”

“The university's governing document is its corporate charter enacted by massachusetts legislature, a copy of which is provided upon request and is also publicly available at the office of the secretary of massachusetts. The university's conflict of interest policy applicable to trustees is part of the university's by-laws and is available upon request. The university's audited financial statements are available to the public at the office of the attorney general of massachusetts, as filed annually with massachusetts form pc - report of public charities. Audited financial statements are also provided on request.”