Cabrini University

“The executive committee consists of the president, the chairperson of the board, the vice chairperson, the chairs of the standing committees and such other trustees as the board may designate by resolution. The chairperson of the board shall be the chairperson of the executive committee. The executive committee shall have and exercise all of the powers and authority of the board, except that it shall not have any power or authority as to the following: 1) the granting of degrees. 2) the authorization of the university to incur indebtedness or to make extraordinary and unbudgeted expenditures in excess of such amount as is set from time to time by the board of trustees. 3) the entering into of any material commitment affecting the capital assets of the university, unless specifically authorized to do so by resolution of the board of trustees. 4) the submission to the members of any action requiring approval of members under non profit corporation laws. 5) the creation or filling of vacancies in the board of trustees. 6) the adoption, amendment or repeal of the bylaws. 7) the amendment or repeal of any resolution of the board that by its terms is amendable or repealable only by the board. 8) action on matters committed by the bylaws or a resolution of the board exclusively to another committee of the board.”

“Substantive changes included the ability to provide for a provincial designee to our board if needed, no term limits for msc representatives, rolling term start dates/june 30 end dates for trustees, participants, including president and non-trustee officers, in executive session, formation of committees and paper ballots. In addition new practices such as increasing the possible number of trustees to 35, redefinition of trustee emeritus, removal of trustees, special meetings, calling executive sessions and advisory boards were also explained. Lastly, legal changes required included not designating standing committees, confirmation that non-trustees do not vote or constitute a quorum and sections regarding indemnification, the fiscal year and dissolution/merger were also added.”

“The provincial and provincial councilors of the missionary sisters of sacred heart (msc's), stella maris province serve as members.”

“The members (missionary sisters of the sacred heart) must approve the following: (a) any changes recommended by the board of trustees in the philosophy, objectives and purpose of the university; (b) the sale or other disposition of assets or the creation of any lien on assets; (c) the merger or consolidation of the university; (d) the dissolution of the university; (e) any changes to the articles of incorporation or the bylaws; and (f) the finalists for the office of president”

“The form 990 was reviewed in its entirety by the audit, risk, legal and compliance committee of the board of trustees prior to the january trustee meeting, at which time the committee recommended full board approval. Following committee approval, the public inspection copy of the form 990 was presented in written form to the entire board of trustees at its january plenary session where it was discussed and approved for filing. After this, the form 990 was formally filed with the federal government. In order to maintain the confidentiality of our donor base, the board of trustees was provided a public inspection copy of the form 990 for review. The audit, risk, legal and compliance committee of the board of trustees was provided with the complete copy and any other board member may review schedule b upon request.”

“The audit, risk, legal and compliance committee of the board of trustees reviews the annual disclosure statements to determine whether a conflict of interest has been disclosed. If the committee determines a conflict exists, there will be a final review and decision by the board of trustees.”

“Compensation for cabrini university's president and other institutional administrators is determined after a thorough compensation comparative analysis of the specified job scope is conducted. The data sources used for compilation of salary structures are cupa administrative salary surveys, chronicle of higher education salary surveys, bureau of labor statistics, and other independent compensation consultants if needed. In addition, compensation for these employees is based on how their performance measures against their annual objectives. Once the salary survey data is presented, the executive compensation committee of the board of trustees reviews the data and approves the final pay structure of the specified position. The president's salary and other compensation requires further approval by the full board of trustees. Compensation decisions for the president and top management officials are documented in the minutes of the executive compensation committee and/or board of trustees' minutes. This process last occurred in october of 2017.”

“The university's forms 990 and 990-t are available at www.cabrini.edu.”

“The university's governing documents and financial statements are not made available to the public. However, the conflict of interest policy is on the university website via the university handbook.”

“The university has not changed its oversight process or selection process during the filing year.”