Delaware Valley College of Science and Agriculture

“The membership of the executive committee consists of 9 trustees and includes the university president, the chairperson and the vice chairperson of the board, plus other trustees as voted by the board. This committee may exercise all the powers and the authority of the board of trustees except for the following: the filling of vacancies in the board of trustees, the adoption, amendment, or repeal of the bylaws, the amendment or appeal of any resolution of the board of trustees and the purchase or sale or long-term leasing (greater than five years) of any real estate, or the pledging or mortgaging of the same.”

“Trustees who have served for 12 consecutive years must now take a 2 year hiatus instead of 1 year before they can be considered for re-election. The board now reserves the right to immediately and indefinitely remove any honorary or trustee emeritus in the event of extenuating circumstances - including, but not limited to, suspected illegal or unethical behavior. The definition of a quorum has been amended from "eleven members" to "at least 50% of the board and board members may be considered present through conference telephone or other electronic technology. The executive committee now consists of nine trustess instead of not fewer than 6 and not more than 8".”

“The form 990 is reviewed in detail by management of the university including the assistant vp of finance and the vp of finance and administration. The 990 is then reviewed by the investment and finance committee of the board and made available to the entire board of trustees prior to submission to the irs.”

“The conflict of interest surveys are completed annually by the board of trustees and delaware valley university staff. These surveys are reviewed by senior management to determine if there is any potential conflict of interest. In connection with any actual or possible conflict of interest by the board of directors and officers, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall 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 shall decide if a conflict of interest exists. If an employee has a vested interest in a firm that is doing business with the university, the employee must report the interest to the president and must not represent the university in transactions between the firm and the university. No employee can accept employment in any organization which conducts business with the university or is a university competitor. Faculty who teach part time at other educational institutions are not considered in violation of this policy. Violation of this policy will result in disciplinary action, up to and including discharge.”

“The executive committee of the board of trustees uses a compensation consultant and independent compensation surveys to determine the president's compensation annually. The services of the compensation consultant were last used in 2014. The executive committee approves the compensation. The executive committee is comprised of independent members of the board. Compensation for other officers and key employees are grouped with all other employees when determining compensation. The board of trustees approves all employee compensation and salary increases as part of the annual budget process. The review and approval process is documented via minutes of the board of trustees and/or minutes from the executive committee.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”