Cabrini University

“The executive committee consists of the president, the board chair, the board vice chair, the chairs of the other standing committees and such other trustees as the board my designate by resolution. The chair of the board shall be the chair 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 the the following: (a) the granting of degrees; (b) 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; (c) 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; (d) the submission to the members of any action requiring approval of members under non-profit corporation laws; (e) the creation or filing of vacancies in the board; (f) the adoption, amendment or repeal of the bylaws; (g) the amendment or repeal of any resolution of the board that by its terms is amendable or repeal-able only by the board; (h) action on matters committed by the bylaws or a resolution of the board exclusively to another committee of the board.”

“On april 28, 2023, the board of trustees approved the bylaws amendments including a reduction in the minimum number of trustees from 15 to 12 and an allowance for trustees to be elected for an additional three years, in one-year increments, after serving nine consecutive years, by an affirmative vote of both the members and the board of trustees.”

“All those serving in the office of provincial (class a member) and of provincial councilor (class b members) of 'the missionary sisters of sacred heart of jesus, guadalupe province' (msc), are the members of cabrini university.”

“The provincial of msc (or her designee) is a required ex-officio voting trustee. All other elected voting trustees must be affirmed by a vote of the members.”

“The members 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; (f) the finalists for the office of president; and (g) the use of the name of the missionary sisters of the sacred heart of jesus in connection with any indebtedness.”

“The form 990 was prepared by an independent accounting firm with information provided by management and reviewed in its entirety by members of management and the audit, risk, legal, and compliance committee of the board (arlc). Following committee review and approval, the public inspection copy of the form 990 was presented in written form to the entire board. After approval by the board, the form 990 was formally filed with the federal government. Form 990, part vi, line 11a: this question is required to be answered no based on the irs instructions, because though the full board does receive and review a copy of the form 990 prior to the return being filed, the schedule b information has been redacted from the copy they are provided. This redaction is cabrini's good faith effort to comply and respect donor confidentiality requests. If a member of the board were to request access to the redacted information, it would be provided to them.”

“The trustees, officers, vice-presidents, and other key personnel are all subject to the conflict of interest (coi) policy and must complete annual coi disclosure statements. The president of the university determines who should be considered 'other key personnel'. The secretary of the board (secretary) reviews the annual disclosure statements to determine whether a material financial interest has been disclosed. If a material financial interest has been disclosed, the secretary shall promptly submit to the chair of the audit, risk, legal compliance committee (arlc) or, if the interests involve the chair of the arlc, another member of the arlc, such disclosure forms together with any additional information about the current or proposed transaction or business relationship that may give rise to a conflict of interest. The arlc shall review the matter and determine whether there is a conflict of interest. If the arlc determines a conflict exists, there will be a final review and decision made by the entire board.”

“Form 990, part vi, section b, line 15a: compensation for cabrini university's interim president 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 college and university professional association (cupa) administrative salary surveys, comparison of salaries to aspirant schools, chronicle of higher education salary surveys, bureau of labor statistics, and other independent compensation consultants if needed. Due to extraordinary circumstances in 2020 and beyond, the president's total compensation methodology was altered using the same comparative data. The executive compensation committee and the president have presented this adjustment to the board for approval. The president's salary and other compensation requires approval by the full board. Compensation decisions for the interim president are documented in the minutes of the executive compensation committee and/or board minutes. This process last occurred in 2022. Form 990, part vi, section b, line 15b: compensation for other cabrini university officers and key employees 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 college and university professional association (cupa) administrative salary surveys, comparison of salaries to aspirant schools, 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 president reviews the data and approves the final pay structure of the specified position. The executive compensation committee of the board reviews the president's recommendations but does not approve these employee's salary or other compensation. This process last occurred in 2020.”

“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's website via the university employee handbook.”

“On june 23, 2023, the interim president and the chair of the board of trustees of cabrini university announced that the board of trustees and leadership team of cabrini, together with the missionary sisters of the sacred heart of jesus, had determined that there was no credible path forward that would allow cabrini to continue operations beyond 2024 and that the 2023-2024 academic year would be the last, after which the university would formally conclude their operations. On november 1, 2023, villanova university and cabrini university entered into an asset purchase agreement, through which villanova agreed to acquire certain assets of cabrini, including certain real estate owned by cabrini and the missionary sisters of the sacred heart. The parties anticipate that the transactions will be consummated upon, among other things, the receipt of a number of regulatory and other approvals, which are expected to be received over the coming months.”

“On june 23, 2023, the interim president and the chair of the board of trustees of cabrini university announced that the board of trustees and leadership team of cabrini, together with the missionary sisters of the sacred heart of jesus, had determined that there was no credible path forward that would allow cabrini to continue operations beyond 2024 and that the 2023-2024 academic year would be the last, after which the university would formally conclude their operations. On november 1, 2023, villanova university and cabrini university entered into an asset purchase agreement, through which villanova agreed to acquire certain assets of cabrini, including certain real estate owned by cabrini and the missionary sisters of the sacred heart. The parties anticipate that the transactions will be consummated upon, among other things, the receipt of a number of regulatory and other approvals, which are expected to be received over the coming months.”