Carlow University

“The university made the following significant changes to their bylaws during the fiscal year ending june 30, 2024. The office and duties of the secretary of the university are no longer able to be held and performed by the university's academic affairs officer. The duties of the secretary have changed to the following: the secretary shall be an employee of the university who shall be elected by the board of trustees upon recommendation of the president. If the secretary ceases to be an employee of the university during his or her term as secretary, he or she shall no longer be eligible to continue to serve as the secretary. The secretary shall be responsible for ensuring that a faithful record of all meetings of the board of trustees is kept, notice of time and plan for holding special meetings of the board of trustees as specified in these bylaws is given, and all documents entrusted to his or her care are filed and safely kept. The books and papers kept by the secretary shall be subject at all times to inspection by the board of trustees, the president, or any duly authorized committee of the board of trustees.”

“The sole member of the university is the conference for mercy higher education which exercises reserved canonical powers delegated by the institute of the sisters of mercy of the americas and as outlined in the university's bylaws.”

“Up to six of the total trustees (ex-officio and elected trustees) shall be professed sisters of the institute of the sisters of mercy of the americas or its canonical successor. There shall be three ex-officio trustees, who shall be voting members of the board of trustees and included in the total number of trustees, and such ex-officio trustees shall consist of one sister of mercy, appointed by the institute of the sisters of mercy of the americas, the president of the university, and the bishop of the diocese of pittsburgh or his designee.”

“The member has the right to approve the following actions to the extent such actions are taken by the board of trustees: amendments to the articles of incorporation, if they relate to the reserved powers delegated to the conference for mercy higher education, the adoption or amendment to the mission of the university, the incurrence by the university of any debt, and any sale, transfer, long-term lease or emcumbrance of any real or personal property, tangible or intangible, of the university outside the ordinary course of business only to the extent such approval is required under canon law, any merger, consolidation, dissolution, transfer of substantially all the assets, or other fundamental transaction within the contemplation of the pennsylvania nonprofit corporation law, of or by the university to the extent such approval is required by canon law.”

“The form 990 is prepared by a certified public accounting firm based on information provided by management. The form 990 is reviewed by management and submitted to the audit committee for review and approval. Once the audit committee approves the submitted form 990; it is submitted to the board of trustees prior to filing with the irs.”

“The conflict of interest policy applies to all "covered persons" as defined in the policy. Each covered person is given a copy of the policy, required to sign a statement acknowledging that he or she has received a copy of the policy, understands it, and agrees to comply with it. The covered person is also required to complete a covered person's questionnaire on an annual basis. Each covered person shall disclose all actual and potential conflicts as set out in the policy. Compliance with this policy is monitored and enforced by the following procedure: - each year the vice president for finance and administration, or his designee, under the supervision of the chair of the audit committee, prepares a list of covered persons - a covered person questionnaire is distributed to each person on the list - forms are completed and signed by each covered person - completed forms for all trustees are reviewed by the chair of the audit committee to determine if any actual or potential conflicts exist - completed forms for all covered persons who are members of staff or faculty are reviewed by the vice president of finance and administration, or his designee - the chair of the audit committee asks at a minimum of two board meetings if any trustee is aware of any conflicts and it is documented in the board minutes disclosure of any potential or actual conflicts - disclosure of any potential or actual conflict of interest must be disclosed at the time they become a covered person, or at the time a potential or actual conflict arises and at the time of the completion of the annual questionnaire - all disclosures determined to be a conflict of interest according to the policy are discussed with the chair of the audit committee and brought forward to the next board of trustee meeting - any identified conflict shall be reflected in the minutes of the board of trustee meetings along with the nature of such conflict - the minutes shall also reflect all persons present at the meeting where any voting took place on an item related to the disclosed conflict”

“The executive committee is the authorized committee of the board of trustees to review compensation of the president. The executive committee created a compensation committee (the subcommittee) to perform annual performance reviews and set the president's annual salary, in accordance with the executive compensation philosophy, policies and procedures approved by the board. As required by the applicable treasury regulations under section 4958 of the internal revenue code of 1986, no member of the governance committee may have a conflict of interest. In addition, the governance committee documents its decisions with respect to compensation. In determining and approving compensation, the governance committee shall rely on comparability data derived from a review of the most current information available as to compensation levels for comparable senior executives at peer institutions, taking into account that available information is generally for the prior fiscal or academic years. Other senior executive compensation: no prospective salary adjustments were anticipated for other senior level executives. Comparability data and analysis was provided to the president in this fiscal year. Report to the board of trustees: the procedure states that, the governance committee shall provide a written report to the board of trustees no later than the next regularly scheduled meeting of the board following the governance committee action on the compensation of senior executives. The report shall reflect base salary and all other elements for senior executives' compensation, as well as a summary of the criteria and processes used to make the compensation decisions and to assure that the compensation is "reasonable and not "excessive" within irs policy and criteria.”

“The university's governing documents, conflict of interest policy and audited financial statements are available upon request by the public at the corporate address.”

“It consulting services: program service expenses 244,034. Management and general expenses 61,781. Fundraising expenses 3,089. Total expenses 308,904. Marketing consulting services: program service expenses 558,522. Management and general expenses 139,631. Fundraising expenses 0. Total expenses 698,153. Other contracts: program service expenses 1,287,020. Management and general expenses 323,830. Fundraising expenses 12,839. Total expenses 1,623,689. Academic support services: program service expenses 880,830. Management and general expenses 211,033. Fundraising expenses 10,552. Total expenses 1,102,415. Dining services: program service expenses 2,324,965. Management and general expenses 410,288. Fundraising expenses 0. Total expenses 2,735,253. Online program: program service expenses 2,440,212. Management and general expenses 610,053. Fundraising expenses 0. Total expenses 3,050,265. Perfusion program: program service expenses 526,692. Management and general expenses 131,673. Fundraising expenses 0. Total expenses 658,365. Security & housekeeping: program service expenses 752,576. Management and general expenses 190,525. Fundraising expenses 9,526. Total expenses 952,627. Student services: program service expenses 164,899. Management and general expenses 0. Fundraising expenses 0. Total expenses 164,899.”