Saint Elizabeth University

“The Executive Committee shall consist of the Chair, the Vice Chair, the Chair Emeriti, the President, the Secretary, and the Chairs of the Finance and Trusteeship Committees. The Board Chair shall be the chair of the Executive Committee. The Executive Committee shall meet at the request of the Chair or of the President. An affirmative vote of a majority of all the members of the Executive Committees shall be required for the adoption of any proposal. In the interim between board meetings, the Executive Committee shall have full power to take all actions, which the board itself is authorized to take. The Executive Committee shall conduct the presidential assessment and report to the board on compensation.”

“The Interim Vice President Institutional Advancement is filled by a representative of Collegiate Enterprises Solutions, LLC, which provides a designated employee to perform the services of this position through LD2 Consulting, LLC. During the year David Fraboni, II was the designated employee to perform the duties of Interim VP. Compensation paid to the firm totaled $196,544 for the calendar year.”

“The sole corporate member of the University shall be Seton Ministries, a New Jersey nonprofit corporation.”

“Trustees shall be elected by the board subject to the approval of the member. Elected trustees shall include not fewer than two Sisters of Charity of Saint Elizabeth and two lay members of the alumni of Saint Elizabeth University.”

“The sole corporate member shall have the power to do the following: Approve the adoption of, and/or any amendment to, the Mission and Philosophy of the University, including the Mission Statement; Approve the amendment, supplement, alteration to, or repeal of, the Certificate of Incorporation of the University or these bylaws, provided that the exercise of any such approval by the Member requires the consent of the Congregation as the sole corporate member thereof; Pursuant to the provisions of the Certificate of Incorporation of the University and applicable State law, approval of the merger, consolidation, sale of all or substantially all of the assets, or dissolution of the University, and the disposition of assets upon any such merger, consolidation, sale of all or substantially all of the assets, or dissolution of the University, provided that the exercise of any such approval by the Member requires the consent of the Congregation as the sole corporate member thereof; Approve any sale, lease or other conveyance of, or the granting of any mortgage, lien or other encumbrance upon, any real property assets of the University, provided that the exercise of any such approval by the Member requires the consent of the Congregation as the sole corporate member thereof; Approve the appointment of each Trustee of the University, direct the removal (for or without cause} of any Trustee of the University, and the authority to undertake an evaluation of the Board when it is determined by the Member that the Board is not fulfilling its fiduciary and/or mission responsibilities. Approve or reject the appointment by the Board of Trustees of the President of the University. Direct the Board to conduct an evaluation and/or the removal of the President, at such time that the Member determines that the Board of Trustees has been negligent in fulfilling its fiduciary and/or mission responsibilities relating to its oversight of the President of the University; and, Approve the incurrence of any indebtedness (via a single transaction or a series of related transactions) by the University that individually or in the aggregate exceeds that amount as shall be identified by the Congregation, as defined by the Holy See, and disclosed to the University by the Member from time to time.”

“Form 990 is prepared by an independent accounting firm based on information provided by the organization and in consultation with the organization's staff. The draft prepared by the accounting firm is then carefully reviewed by the University. The document is further reviewed and approved by the Finance Committee of the board of trustees and then provided to the board of trustees prior to filing with the IRS.”

“Officers, trustees and selected employees (based on their level of responsibility) are annually required to complete a conflict of interest form. These forms are sent directly to the Director of Human Resources who then reviews them with the President and the Vice President for Finance and Administration. The trustees' conflict of interest forms are reviewed directly by the President of the University. Should any potential conflicts of interest be disclosed, the trustee or officer would be asked to refrain from participation in any deliberation or decision with regard to matters affected by the relationship.”

“Compensation of officers or key employees of the organization is determined by independent persons who review data included on the Form 990 of other similar organizations, compensation survey data supplied by the College and University Professional Assocation for Human Resources (CUPA-HR), and benchmark data of peer and aspirant institutions. The Director of Human Resources coordinates the process and houses the aforementioned supporting documents.”

“The organization makes its conflict of interest policy and financial statements available to the public upon request. The governing documents are housed in the President's office and are also available to the public upon request.”

“Contracted services: Program service expenses 1,855,191. Management and general expenses 1,008,391. Fundraising expenses 0. Total expenses 2,863,582. Food services: Program service expenses 1,352,596. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,352,596. Other professional fees: Program service expenses 136,466. Management and general expenses 537,533. Fundraising expenses 0. Total expenses 673,999. Security services: Program service expenses 0. Management and general expenses 454,392. Fundraising expenses 0. Total expenses 454,392. Honorariums: Program service expenses 314,628. Management and general expenses 4,350. Fundraising expenses 0. Total expenses 318,978. Consulting services: Program service expenses 226,141. Management and general expenses 339,806. Fundraising expenses 0. Total expenses 565,947.”