Bloomfield College

“The college amended its articles of incorporation and bylaws as a result of its merger with montclair state university. The college's bylaws were amended to make montclair state university its sole member and provide for certain reserve rights and powers for the sole member. See responses to part vi, lines 6, 7a, and 7b below.”

“The college's sole member is montclair state university.”

“The college's sole member, montclair state university, possesses the sole right to appoint directors; finally approve any individual recommended for the position of director, ex-officio director, or any officer of the corporation, as recommended by the then existing board of directors of the corporation; and finally approve any officer of the corporation, as elected or appointed by the board of directors of the corporation.”

“The college's bylaws reserve the following powers to the sole corporate member: (a) making any change to the corporation's purposes or mission, following approval by the board of directors; (b) selling all or substantially all of the corporation's assets following approval by the board of directors, or merging or consolidating the corporation into or with any other corporation, partnership, limited liability company or other entity; (c) creating any new class or classes of members, or admitting any new member, whether by approving the transfer, assignment or sale of a member's interest in the corporation or otherwise; (d) liquidating, dissolving or winding up the affairs of the corporation; (e) to remove any director or officer of the corporation; (f) approving any borrowings following approval by the board of directors, or levying any assessments or requirements to make capital contributions by the member, and approving contracts over $25,000 following approval by the board of directors; (g) amending, modifying, restating or repealing any part of the certificate of incorporation or bylaws, following approval by the board of directors in accordance with the certificate of incorporation, bylaws and applicable law; (h) to timely access and review the accounts, books and records of the corporation; (i) to approve the corporation's annual operating and capital budget and any individual, or series of related, unbudgeted expenditure(s) of the corporation in excess of $25,000, in each case, following approval by the board of directors; and (j) to approve the corporation entering into agreements for the delegation of the management and investment of the endowment funds and institutional funds and program-related assets, all as defined in n.j.s.a. 15:18-26, pursuant to the provisions of n.j.s.a. 15:18-29, following approval by the board of directors.”

“The organization gathers the necessary information and prepares the form 990 with the assistance of its tax preparer. Management conducts a review of the 990 prior to filing.”

“The current conflict of interest policy is housed within chapter ii article g of the bylaws and only covers trustees. Officers and key employees are not covered by the current policy and are not required to disclose conflicts. The college is currently drafting a new conflict of interest policy that will add officers and key employees to the persons required to disclose conflicts of interest. Under chapter ii, article g of the college bylaws the board of trustees are covered by the conflict of interest policy. In general, a conflict can occur in two cases. First, if there is an existing or potential financial or other interest that impairs or appears to impair the trustees independent unbiased judgment. Second, if a family member or organization in which the trustee has a controlling interest has an relationship with the college that would impair the unbiased and independent judgment of the trustee. Conflicts would be reviewed by the board of trustees. There is a required recusal from voting in which a conflict occurs.”

“The process for determining compensation reflects the policy of the college prior to its merger with montclair state university. Compensation for the president is reviewed by the compensation committee and also reviewed by the board in closed session. The college prepares a study of comparable positions based on data obtained by the college and university personnel association. Documentation of deliberations and decisions are documented by minutes. This process was last undertaken in 2023. Compensation for the officers is reviewed by the president, board of trustees chairman and the executive committee. The college prepares a study of comparable positions based on data obtained by the college and university personnel association. Documentation of deliberations and decisions are documented by minutes. This process was last undertaken in 2023.”

“The organization provides its governing documents, conflict of interest policy and financial statements to the public upon request.”

“Bloomfield college and montclair state university merged on june 30, 2023, which resulted in bloomfield college's merger with and into a newly created not-for-profit corporation created under new jersey law called bloomfield college of montclair state university in which montclair state university is the sole member. On june 30, 2024, the second phase of the merger transaction was completed. As a result, bloomfield college of montclair state university ceased operations and the board of directors approved the dissolution of the entity. Its remaining net assets were distributed to montclair state university. A copy of the resolution of the governing body approving the dissolution and certificate of dissolution is attached to this form 990.”

“Bloomfield college of montclair state university ceased operations on june 30, 2024. The board of directors approved the dissolution of this entity and remaining net assets were distributed to montclair state university.”

“Transfer of net assets to montclair state university upon dissolution of bloomfield college of montclair state university inc. -50,601,975.”