National University

“The bylaws were amended on february 2014. The bylaws of national university were amended february 2014 to include the following significant changes: president of the university shall also be an ex-officio voting member of the board. The board shall have the following officers: chair, vice-chair and secretary. The officers shall be chosen from elected trustees at the expiration of the predecessors term by the board, unless otherwise specified in these bylaws, and shall serve at the pleasure of the board. The officers shall be elected to no more than three successive two-year terms. There shall not be an automatic succession from the office of vice-chair of the board to chair of the board. The officers of the corporation shall be chosen by the board or its delegate and each shall serve at the pleasure of the board, subject to the rights, if any, of any officer under a contract of employment. The president shall also have the power to remove any subordinate officers with or without cause, subject to the rights conferred on that officer by any contract of employment. Subject to resolutions and/or policies adopted by the board regarding authority limits, the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing and any assignment or endorsement thereof executed or entered into between the university and any other person, when signed by the president, or the chief financial officer of the university shall be valid and binding on the university in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same.”

“The draft form 990 was distributed to senior management. The final version of form 990 was distributed for review before filing to the trustees by email.”

“The board of trustees has periodically reviewed and approved (by a majority of disinterested trustees) the business transactions with trustees or their affiliated professional service firms. Such reviews include consideration of data on comparable service providers collected by university council. The interested trustees were excused from board sessions during which those business transactions were discussed and did not participate in voting on such transactions. The most recent such review occurred during fiscal year 2013-2014. The conflict of interest policy was reviewed and updated by the board in 2010. Questionnaires have been distributed. Compliance with the conflict of interest policy is monitored by university council and was reviewed by the board.”

“Compensation of the president of the university is reviewed by the board at the time of hiring and as necessary thereafter. Compensation for other officers and key employees is determined or reviewed by the president, in coordination with the chancellor. In both cases, compensation is determined with regard to compensation paid to senior executives of comparable non-profit and proprietary institutions in education and other fields. The process is documented and was last completed june 20, 2014.”

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

“Grants description the university receives seog, pell, smart, and acg grants from the u.s. Government. These grants are disbursed to a large number of students. Detailed lists are maintained by the university.”

“Dr. Lee compensation as chancellor of the national university system ("nus") pursuant to the affiliation agreement, dr. Lee guided the strategic direction of the nu affiliates. He spearheaded the creation and growth of the nus since its inception in 2001 through his retirement in september 2013. During the fiscal year 2008-2009, he led the negotiations that culminated in john f. Kennedy university becoming an affiliate of the nus. Thanks to that affiliation, the nus now includes an institution that is accredited to award doctoral degrees. During the fiscal year 2012-2013, he led the negotiations that culminated in city university of seattle becoming an affiliate of nus. Thanks to that affiliation, nus added 30 additional campuses and over 7,000 students. See statement on schedule o that references schedule r, for a description of the nus. The chancellors compensation is paid by system management group ("smg") and is allocated among other nus affiliates. See form 990 filed by smg. None of dr. Lees compensation is allocated to any other organization outside the nus.”

“Compensation: related party all compensation for certain officers, directors, trustees, key employees, and highest compensated employees is allocated by smg to nus affiliates pursuant to the affiliation agreement. For a complete listing of related party allocation of compensation and benefits please refer to smg form 990, schedule o disclosure.”

“K-1 pass-through 634,051.”

“Organizations mission the organization pursues its mission with due regard to its levels of accreditation. The board of trustees updated its mission at a meeting in 2010.”