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.”

“On june 28, 2024, the university filed a statement of merger with the pennsylvania department of state to report its merger with drexel university, an unrelated public charity. This merger was effective june 30, 2024.”

“The form 990 is prepared by an independent accounting firm with information provided by management. The board reviews 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 process occurs annually and was last completed in 2023.”

“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.”

“On june 28, 2024, the middle states commission on higher education (msche) approved salus university's merger with drexel university,a public charity. Salus university filed a statement of merger with the commonwealth of pennsylvania, which approved the merger to be effective end of day june 30, 2024. The merger still requires united states department of education (usde) approval. The transaction reflects recent, two-step usde guidance: current: in the current, pre-transaction state, drexel university, a pennsylvania nonprofit corporation, owns and controls drexel university, a nonprofit institution accredited by msche, which exists and operates separately from salus university, a pennsylvania nonprofit corporation, that owns and controls salus university, a nonprofit institution accredited by msche. Step one (merger): upon msche approval, drexel university, the pennsylvania nonprofit corporation, will own and control both drexel university, a nonprofit institution accredited by msche, and salus university, a nonprofit institution temporarily accredited by msche. The board of trustees of salus university, the pennsylvania nonprofit corporation, will dissolve, and three of its members will be appointed to the board of trustees of drexel university, the pennsylvania nonprofit corporation. The president of salus university, the nonprofit institution temporarily accredited by msche, will report to the drexel president with dotted line reporting to the board of trustees of drexel university, the pennsylvania nonprofit corporation. Step two (closure): prior to usde approval, salus university's academic programs and financial aid processes will operate independently of drexel university and salus university will continue to grant degrees. Post-merger/closure: upon usde approval, salus university, the nonprofit institution, will become an additional location of drexel university, the nonprofit institution accredited by msche, and will surrender its degree-granting authority. Its academic programs and financial aid processes will be administered by drexel university.”

“Transfer of net assets upon merger -26,427,491.”