Felician University

“The executive committee consists of the president, the chairperson, a designee of the sole member, and other members of the board approved by the board. The executive committee has the authority to exercise all the power of the board, except to (a) submit to the sole member any action that requires the sole member's approval; and (b) amend or repeal any resolution previously adopted by the board. The action of the executive committee must be reported at the first regular meeting of the board which follows the action of the executive committee.”

“The university's sole member is felician services, inc., a 501(c)(3) organization.”

“The sole member, felician services, inc., appoints all members of the board of trustees,”

“The sole member shall have the sole authority to initiate and approve actions as follows: (a) to adopt, alter, amend, or repeal the certificate of incorporation or the bylaws of the corporation after consultation with the board; (b) to adopt or revise the statements of philosophy, mission, or purpose of the corporation after consultation with the board; (c) to merge, consolidate, dissolve, or otherwise change the corporate structure of the corporation after consultation with the board; (d) to authorize the sale, lease, exchange, or other disposition of all or substantially all of the assets of the corporation after consultation with the board; (e) to authorize the corporation to incur any indebtedness (other than trade obligations incurred in the regular course of business), guarantee any indebtedness of another entity, or allow any property of the corporation to secure any indebtedness after consultation with the board; (f) to approve the purchase, transfer, sale, long-term lease, or encumbrance of any real property owned by the corporation after consultation with the board; (g) to approve the creation of, or the purchase of an equity interest in, any legal entity, or to approve entering into any partnership or joint venture (regardless of its legal form), other than passive investments by the corporation; (h) to approve, upon recommendation of the board, an annual operating budget, and any capital budget, of the corporation; (i) to approve any unbudgeted operating or capital expenditures in excess of $100,000 after consultation with the board; j) to appoint, elect, or remove members of the board (each a"trustee"), with or without cause, or determine the number of trustees of the corporation after consultation with the board; (k) to appoint and remove, with or without cause, the chairperson of the board (the "chairperson") after consultation with the board; (1) to appoint, elect, or remove, with or without cause, the officers of the corporation; (m) to approve, upon recommendation of the board, the selection of the independent auditors of the corporation; (n) to assure that all actions of the corporation are consistent with the purposes of the congregration of the sisters of st. Felix of cantalice; (o) to carry out periodic evaluations of the corporation and to otherwise monitor the accomplishment of the goals and the adherence to the philosophy of the corporation; (p) to approve, upon recommendation of the board, the long-term and strategic plans of the corporation; (q) to approve any acts of extraordinary administration under the canon law of the roman catholic church; and (r) to authorize the board to award honorary degrees, after consultation with the board, and in testimony thereof give suitable diplomas and certificates, under the seal and the signature of such officers of the corporation and the sole member as they shall deem expedient.”

“The university provides a completed form 990 to all trustees with a sufficient amount of time to review prior to submission to the internal revenue service.”

“The conflict of interest policy applies to all trustees and officers of the university and members of committees with board designated powers. After disclosing a potential conflict to the board or committee, the interested person must leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members decide if a conflict of interest exists. If appropriate, the chair of the board or committee may appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the university's best interest and for its own benefit and whether the transaction is fair and reasonable to the university and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. Each trustee annually signs a statement which affirms that such person has received a copy of the conflict of interest policy, read and understands the policy, and has agreed to comply with the policy. The conflict of interest policy includes a duty to disclose potential conflicts as they arise.”

“Form 990, part vi, section b, line 15a: the president's compensation was reviewed and approved by the compensation committee of the board prior to his hiring in 2021. An executive compensation consulting firm provided compensation information for the position of president of a group of colleges and universities similarly situated to felician university based on the size of the institution, number of students, population, annual revenues, funding, and geographic location. The compensation information came from sources including the forms 990 filed by the peer group institutions, salary data on websites, and other information in the compensation consultant's database. The deliberation and decision was timely documented in the minutes of the compensation committee meeting. Form 990, part vi, section b, line 15b: the president determines the compensation for all the officers and top management, subject to approval by the compensation committee. Compensation at peer institutions and data provided by a compensation consultant are used to determine compensation for each employment position. The deliberation and decision was timely documented in the minutes of the compensation committee meeting.”

“The university maintains a procedure where any person requesting information on the university's governing documents, conflict of interest policy, or financial statements will be referred to the office of the president. Office of the president will document the request and within a reasonable amount of time, make copies available to the requestor if appropriate.”