Chestnut Hill College

“The executive committee consists of the chair of the board, the former chair of the board, the vice chair of the board, the president, and at least two additional directors appointed by resolution of the board of directors. The executive committee shall have and exercise the authority of the board of directors in the management of the business of the corporation during the intervals between meetings of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board at each regular meeting of the board. The executive committee is responsible for annually evaluating the president's performance as articulated in his/her contract. The executive committee shall review the bylaws on a continuing basis. The executive committee does not have the authority: (a) to adopt or change the mission, purpose, philosophy or objectives of the corporation or to change the general structure of the operation of the corporation as a voluntary non-profit corporation for education; (b) to amend the corporation's charter, certificate or articles of incorporation, or bylaws; (c) to dissolve, divide, convert, liquidate or wind up the corporation, or consolidate or merge the corporation with another corporation or entity; (d) to sell all or substantially all the assets of the corporation; (e) to elect the members of the board of directors of the corporation; (f) to approve principal officers of the corporation; and (g) to effect any transfer or encumbrance of corporate property which requires approval pursuant to canon law.”

“The bylaws were amended on march 24, 2024, to add the position of vice chair. The vice chair is elected by the board of directors and performs functions assigned by the board and approved by the members.”

“The members of the organization are the general council of the congregation of the sisters of saint joseph. They have the same voting rights as the other board directors.”

“The general council of the congregation of the sisters of saint joseph reserve the right to elect the members of the board of directors.”

“The members may initiate and implement any proposal with respect to any of the following, and, if any proposal with respect to any of the following is otherwise initiated, it shall not become effective unless approved by the members: (a) to adopt or change the mission, purpose, philosophy, or objectives of the corporation or to change the general structure of the operation of the corporation as a voluntary non-profit corporation for education; (b) to amend the corporation's charter, certificate or articles of incorporation, or bylaws; (c) to dissolve, divide, convert, liquidate or wind up the corporation, or consolidate or merge the corporation with another corporation or entity; (d) to sell all or substantially all the assets of the corporation; (e) to elect the members of the board of directors of the corporation; (f) to approve principal officers of the corporation; and (g) to effect any transfer or encumbrance of corporate property which requires approval pursuant to canon law.”

“The form 990 and all accompanying schedules are prepared and reviewed by the college's external audit firm with information prepared by management. After the initial review by management, the form 990 is then distributed to the audit committee members for their review and approval. The full board of directors receives the return prior to the return being filed with the internal revenue service.”

“The college has a substantive written conflict of interest policy that covers board members and any other individual considered an interested person. Board members, officers, and key employees sign an annual conflict of interest statement which includes comprehensive questions on family and business relationships. All statements are reviewed by the board secretary. Any potential or actual conflict is fully disclosed by the secretary to the membership committee, who will determine whether or not the transaction is in the best interest of the organization. The interested party is excluded from all discussions and decisions related to the conflict.”

“The process for determining the compensation for the college president and the officers is documented in the college's "process for determining compensation" policy. The board of directors approves the fiscal year budget which contains the total compensation amount for the year. The president, director of human resources, and vice president for financial affairs determine the compensation of officers and other college employees based on the budget and market data from comparable institutions. The organization uses college and university professional assocation for human resources (cupa) salary data to verify any compensation decisions are within fair market range for the industry. The executive committee of the board of directors periodically reviews the college president's compensation and documents its review in committee minutes. Specific discussions on compensation are not recorded in board minutes, however, compensation is a component of the budget which is fully documented. The process described here was last completed in 2024 and was determined by comparable salaries in the region.”

“Governing documents, conflict of interest policy, and financial statements are made available to the public upon request at the college's accounting office.”