Gwynedd Mercy University

“The executive committee is comprised of the chair of the board, the president, the vice chair, one or more board committee chairs and one or more members at large. The executive committee shall include at least two sisters of mercy. The executive committee shall take action between board meetings consistent with existing board policy and is further subject to board imposed restrictions on its authority.”

“Five board members are all members of the sisters of mercy.”

“As a condition of the corporation's affiliation with cmhe and sponsorship by the institute of the sisters mercy of the americas, in no event shall the board of trustees take any of the following actions without the prior written consent of the board of directors of cmhe or its successor or designee. (i) approve a sale or disposition of all or substantially all of the assets, a merger consolidation, reorganization, dissolution or liquidation of the corporation, or other fundamental transaction contemplated within the nonprofit corporation law of pennsylvania, or these by-laws; or (ii) amend this section of the by-laws with respect to the corporation's roman catholic identity or the conditions provided herein or in the articles of incorporation relating to the affiliation of the corporation with the cmhe or its sponsorship by the institute of the sisters of mercy of the americas.”

“The controller, sr. Associate vp of finance/deputy cfo and the vp of finance perform an initial review. The board's finance and audit committee then reviews the form 990. Board members have access to a secured website to review the form 990 before the return is filed.”

“The officers, trustees, and key employees disclose and sign off on any conflicts of interest on an annual conflict of interest statement. The conflict of interest policy is monitored and enforced by the executive committee of the board of trustees. Per the gmercyu conflict of interest policy, if a conflict of interest arises, the matter is presented to the board and/or executive committee, alternatives are investigated, and if no reasonable resolution is available, the executive committee will hold a majority vote to decide whether the transaction or arrangement is in 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. If a violation of the conflict of interest policy has been determined, the executive committee will take appropriate disciplinary and corrective action.”

“The board has designed a process for determining the compensation of the ceo. The process includes a review and approval by independent persons, comparability data and discussion with the executive committee. The board chair along with an ad hoc committee of the board engaged in negotiation for the renewal of the president's contract in the latter half of 2024. The board chair requested and received a letter of substantiation from the university's attorney in support of the process and the terms of the compensation. When needed, a third party is used to analyze compensation to other officers and key employees. The university is currently in the process of reviewing all compensation as a strategic initiative.”

“The university makes its governing documents, conflict of interest policy, and financial statements available upon request.”

“Consulting fees: program service expenses 29,000. Management and general expenses 159,000. Fundraising expenses 0. Total expenses 188,000. Contracted fees: program service expenses 9,026,000. Management and general expenses 1,451,000. Fundraising expenses 0. Total expenses 10,477,000. Professional fees: program service expenses 666,000. Management and general expenses 20,000. Fundraising expenses 0. Total expenses 686,000.”

“Noncontrolling interest 61,000.”