Sarah Lawrence College

“SIGNIFICANT CHANGES MADE TO ITS ORGANIZATIONAL DOCUMENTS THE SUBSTANTIVE CHANGES TO AND CLARIFICATIONS OF THE BYLAWS INCLUDE THE FOLLOWING: 1. DESIGNATING THE FOLLOWING INDIVIDUALS AS OFFICERS OF THE COLLEGE: THE PRESIDENT THE PROVOST AND DEAN OF THE FACULTY THE TREASURER, AND THE SECRETARY OF THE BOARD 2. ACKNOWLEDGING EXPLICITLY THE LIMITATIONS ON EXECUTIVE COMMITTEE (AND OTHER COMMITTEES) ACTION RECENTLY WRITTEN INTO NEW YORKS NPCL. THESE LIMITATIONS PROHIBIT THE EXECUTIVE COMMITTEE FROM ACTING WITH SOLE AUTHORITY REGARDING: - SETTING THE COMPENSATION OF OFFICERS OF THE COLLEGE; - APPROVING A MERGER OR PLAN OF DISSOLUTION; - ADOPTING A RESOLUTION RECOMMENDING TO THE MEMBERS ACTION ON THE SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL THE ASSETS OF A CORPORATION OR, IF THERE ARE NO MEMBERS ENTITLED TO VOTE, THE AUTHORIZATION OF SUCH TRANSACTION; - approving amendments to the certificate of incorporation. 3. RECOGNIZING THAT A WHISTLEBLOWER POLICY IS A NEW STATUTORY REQUIREMENT AND IS TO BE MANAGED BY INDEPENDENT TRUSTEES. 4. CLARIFYING THE DEFINITION OF "INDEPENDENT TRUSTEE" 5. ADDING NEW EXCEPTIONS TO THE RELATED-PARTIES DEFINITION PER CHANGES TO NEW YORKS NPCL. 6. CLARIFYING THE NY STATES DEFAULT TRUSTEE RESIGNATION THRESHOLD: MISSING THREE CONSECUTIVE MEETINGS. the above changes were adopted by the trustees on May 12, 2018 during the monthly board meeting.”

“990 review process the form 990 was prepared by an independent accounting firm in conjunction with the college's controller's office. A draft of the 990 was sent to each member of the audit committee of the board to review. A final complete copy of the 990 was placed on the colleges password-protected trustee page for review by each board member prior to filing.”

“Conflict of interest policy the secretary of the board regularly and consistently monitors and enforces the conflict of interest policy. Annually, the trustees are sent the college's conflict of interest policy by the secretary of the board. Compliance is acknowledged by signature and return of the signed statement. At the same time, a disclosure statement is completed in order to disclose any potential conflict of interest with the college. The policy requires disclosure of all potential conflicts of interest to the secretary, or chair of the board, as soon as possible after the trustee learns of the conflict. All disclosed potential conflicts of interest are presented to the board with the material facts for discussion and decision for approval. The board sets forth its basis in the minutes of the meeting in which the decision was made.”

“Determining compensation for officers and key employees the executive committee, comprised of independent trustees, meets annually to determine the compensation of the president, the faculty trustee, and other officers who are not trustees. The director of human resources meets with the executive committee at the end of each academic year to present objective comparative information on all officers of the college. Data is collected from 2 sets of objective comparative peer groups. The president presents to the committee the annual evaluation and salary recommendation for each officer for the following academic year. The committee approves the new salaries. The committee determines and approves the president's salary. The determination is documented in the contemporaneous meeting minutes. This process was last undertaken on june 22, 2018.”

“Availability of documents, policy, and financials the conflict of interest policy is available on the college's website. The college's financial statements and governing documents are made available by request at management's discretion.”

“Organization's mission (continued) within a framework of humanistic values and concern for community. Our unique educational practices, including unparalleled time with faculty, aim at preparing the whole student to solve problems in new ways, to cross disciplinary boundaries, and to think and act independently as they become protagonists on the world stage. Form 990, part iii, line 4d other programs other educational programs consisting of non-credit continuing education programs, special non-credit courses for adults, (language, photography, swimming and fitness, etc.), writing institute classes, certificate courses, and early childhood programs.”

“Reconciliation of net assets postretirement benefits expense other than net periodic benefit cost $1,725,749 change in value of split-interest agreements $198,619 -------------- total $1,924,368 ==============”