Salus University

“The executive committee shall be comprised of the chairperson of the board of trustees who shall also be the chair of the committee, the president of the university, and the chairpersons of each standing committee of the board who shall be appointed for a term of one year by the chairperson of the board. The primary responsibility of the executive committee is to strengthen the board's performance by helping it function efficiently and effectively. Its broad powers shall be used only as necessary and appropriate on routine business or emergency matters that cannot or should not be delayed until the board's next regularly scheduled meeting or until a special meeting of the board should be called as specified in the bylaws. The committee shall have all powers of the board of trustees on all matters except for the following, which shall be reserved for the board: presidential selection and termination, president's compensation, trustee and board officer selection, charter and bylaw amendment, changing the university's mission, incurring corporate indebtedness, approval of annual budget and conferral of degrees. The executive committee meets in person or via conference for monthly updates.”

“The bylaws were amended on may 23, 2022 to impose a term limit to prevent a trustee from serving a consecutive period of more than nine years, unless consented to by two-thirds of the non-interested trustees. Previously, there was no such term limit. Notwithstanding this, (i) a trustee whose term limit is to occur prior to the end of their then current elected term (including those with over 9 years of service as of may 23, 2022) shall be entitled to serve until the end of such current elected term and (ii) a trustee serving as the chairperson as of the scheduled expiration of their term limit, may serve an additional one-year term as a non-officer of the board.”

“The form 990 is prepared by an independent accounting firm and then a copy of the form 990 is made available to management and the audit committee of salus university on a secure network. Each committee member is provided the opportunity to comment on the information contained in the form 990 prior to filing. The full board is also provided a complete copy of the form 990 prior to it being filed with the internal revenue service.”

“Each officer, director, trustee and key employee of the university is required to annually disclose any conflicts of interest that arise by virtue of their employment, board service, or position with the university. The university monitors compliance with its conflict of interest policy through an annual questionnaire/disclosure statement that is distributed to these individuals. Potential conflicts are reviewed by the president's office and counsel, and presented to the audit and compliance committee for determination if an actual conflict exists. In addition to the questionnaire, all transactions are subject to internal sign off requirements based on amounts; any transactions above $5,000 are reviewed by the president or by the chief of staff, if the president is not available; this review considers possible conflicts. If a conflict were to arise, depending on the nature of the conflict, the individual would either be recused from matters involving the conflict or could be required to eliminate the conflict or resign. If a conflict were to be identified after the transaction occurred it would be thoroughly reviewed to ensure no transgression or private inurement and corrective action (if needed) would take place. Actual conflicts of interest and related restrictions for staff (other than the president) are documented in the president's office; actual conflicts of interest and related restrictions for trustees are documented in board minutes. The conflict of interest policy includes a duty to disclose any changes in circumstances that arise to create a new potential conflict of interest or change or eliminate a previously disclosed conflict.”

“The president is the organization's top management official. The president's compensation is determined by the executive committee of the board. In determining compensation, the board relies upon comparability data of institutions similarly situated to salus university. The deliberations to determine the president's compensation and the final determination itself are documented in the board committee's minutes. This review process last occurred with the president's contract renewal in 2019.”

“The organization does not make its governing documents available to the public. The conflict of interest policy and financial statements are made available on the salus website.”

“Post retirement benefit obligation actuarial valuation adjustment 1,920,866.”