Juniata College

“The statement of purpose, as set forth in the articles of incorporation, was changed to the following: the college has a tradition of maintaining the sense of peace, simplicity, community and service set forth by its church of the brethren founders. Through encouraging personal, intellectual, physical and social growth in each student and modeling values of mutual respect and cooperation in its campus community, the college seeks, through providing an engaging personalized educational experience, to develop in its students the skills, knowledge and values that lead to a fulfilling life of service and ethical leadership in the global community. The by-laws were changed as follows: the requirement for a quorum was changed. Previously, one-half of the members of the entire board constituted a quorum for the transaction of business. Under the amended and restated bylaws, a majority of the voting members of the entire board now constitutes a quorum for the transaction of business. Also, provisions were added that prohibit voting by proxy and that permit a majority of voting members present at a meeting at which a quorum is not present to adjourn the meeting until a quorum is present. The duties of the executive committee have changed. Previously, the executive committee had the authority to represent the board between board meetings and to exercise "all the powers of the board" when the full board was not in session. Under the amended and restated bylaws, this broad delegation of authority has been limited by the inclusion of ten actions that the executive committee is prohibited from taking, leaving such actions to the full board or other board committees. The vote required to amend the bylaws has changed. Previously, the board could amend the bylaws with the affirmative vote of a majority of the voting members present at a meeting at which a quorum was present. Under the amended and restated bylaws, a two-thirds vote is now required. The president's right to serve on the audit committee has changed. Previously, the president was an ex officio non-voting member of the audit committee. Under the amended and restated bylaws, the president has no role on the audit committee.”

“College officers and trustees were given a copy of the form 990 in advance of its transmittal to the internal revenue service. Any questions, comments, and other concerns were addressed prior to the e-filing of the return.”

“Annually, the board of trustees and officers individually sign conflict of interest policies that are maintained in the official records of the college. Compliance with this policy is monitored by the director of human resources who ensures that all forms are completed annually. Any member with a conflict may participate in the discussion, but must abstain from voting on the matter related to his or her conflict.”

“The executive committee of the board of trustees approves the compensation of the president of the college after reviewing comparable information from other sources. Compensation review is prepared by using cupahr data on demand. The comparison group reviewed includes schools with similar budgets and enrollment sizes. The comparison group includes peers, aspirants, us news & world report tier 2 schools, landmark conference, centennial conference and a select group of pa schools. The review and approval is documented by human resources and minutes of the board of trustee meetings. The same process is followed for other officers, but the salary recommendations are not approved by the board of trustees.”

“The college makes its governing documents, conflict of interest policy, financial statements, and applicable tax documents available for inspection or review at the administrative offices on campus upon request.”

“Change in fmv of funds held in trust by others -577,452. Change in the valuation of split-interest agreements -298,027. Loss on advance refunding of bonds payable -3,918,527.”