Juniata College

“The executive committee shall consist of the officers of the board who are voting trustees, the chair or, in the absence of the chair, the vice-chair of each standing committee of the board, and two other voting trustees elected by the board. The committee shall have and may exercise all of the powers and authority of the board when the board is not in session in the management of the business and affairs of the college, except that the committee shall not have the power and authority to (i) adopt, amend or repeal the articles of incorporation or bylaws of the college, (ii) adopt, amend or repeal the charter of any committee of the board, (iii) take any action delegated by charter to another committee of the board, (iv) create or fill any vacancy on the board, (v) select or terminate the president of the college or any officer of the board, (vi) incur corporate indebtedness, (vii) sell or otherwise dispose of real estate and other tangible property, (viii) adopt an annual budget, (ix) confer degrees, or (x) take any action inconsistent with a prior resolution of the board.”

“Trustees william hayes and robert mcminn iii and president james troha have a business relationship.”

“College officers were given a copy of the form 990 to review in detail. The audit, compliance and risk management committee ("audit committee") of the board of trustees reviewed the full 990 during an audit committee meeting. In order to respect the privacy of donors, the college provided all trustees with a public disclosure copy of the 990 but made a full copy of the return available to them upon request. Any questions, comments, and other concerns were addressed prior to the e-filing of the return with the internal revenue service.”

“Annually, the board of trustees and officers individually sign conflict of interest policies that are maintained in the official records of the college. At least annually, the governance committee will assess each trustee's and board officer's compliance with the conflict of interest policy and provide the board with its assessment of any possible conflicts of interest whenever a new or existing trustee is nominated for election or reelection to the board. Employee officer compliance is monitored by the director of human resources. 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 reviews the performance of the president and recommends to the full board of trustees the president's compensation 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 president reviews the performance and approves the compensation for other officers using comparative data for these positions from cupahr.”

“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 the valuation of split-interest agreements -478,784. Change in fmv of funds held in trust by others -72,930. Change in the valuation of cash surrender value of life insurance 562,324.”