Seton Hill University

“The executive committee shall exercise the powers and authority of the board of trustees during the intervals between meetings of the board, when, based on the business needs of the university, it is desirable for the board to meet but, as determined by the chair, the convening of a special board meeting is not warranted.”

“* the sisters of charity represent 25% to 33% of the board of trustees. Beginning in 2021, the sisters of charity will represent at least 25% of the board of trustees which number shall include the president of the university. * non-trustee advisory members may now be added to board committees and/or sub-committees, at the discretion of the committee and/or board chair. Advisory members will have a vote at the sub-committee level, but only a voice at the board committee level. * trustees, so elected, are permitted to serve four successive three-year terms. A trustee who takes a one year hiatus following their fourth term is eligible to be elected to a fifth and final three-year term. Note that the bylaws were amended in october of 2018 and eliminated the hiatus provision. * trustees may, with approval of the committee of trustees, take a leave of absence from the board for a period of up to two years. A leave of absence may exceed two years only upon approval of the board of trustees. * the board of trustee's annual meeting has been moved from june to october of each year. * the officer position of secretary is now required to be a board member. * the chair elect position is an officer and trustee of the board. In the absence of the chair and the vice chair, the chair elect shall perform the duties of the chair. * the chair of the board must serve a full three-year term. * the provincial superior of the sisters of charity shall be the vice chair of the board and is no longer eligible to serve as chair of the board.”

“The board of trustees shall consist of at large and sisters of charity trustees. Between 33 and 25 % of the total number of trustees shall be sisters of charity until 2021 at which time the percentage will become 25%. This number shall include the council trustees, who will nominate the remaining sisters of charity trustees.”

“The council trustees shall reserve to themselves the following powers: (1) approval of any changes that affect the mission, philosophy and identity of seton hill university as a catholic university in the traditions of the sisters of charity; (2) approval of all amendments, modifications, restatements, or changes in the articles of incorporation and bylaws of seton hill university; (3) approval of pledges, encumbrances, mortgage of assets and long-term indebtedness in excess of $5 million, and approval of the lease, sale, joint venture or affiliation of seton hill university; and, (4) the dissolution of seton hill university and the determination of the distribution of assets upon dissolution.”

“The form 990 is first reviewed by finance management and the university's president and then distributed to the finance and business affairs committee of the board of trustees for final review. A complete copy is provided to the board prior to filing with the internal revenue service.”

“Conflicts noted by board members are reported to the committee on board relations. Conflicts noted by employees are reported to the human resource committee on conflicts of interest. Both committees review the reported conflict and take the appropriate action as warranted by the situation. The university has a formal policy in their bylaws regarding any conflicts of interest that may exist within its governing body.”

“The university has a compensation committee that establishes the president's compensation. For the current fiscal year, the committee engaged services from an independent consultant to assist with the determination of compensation. The compensation committee, however, independently approved and awarded the final compensation package.”

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

“The following members serve on the seton hill university board of trustees as trustee emeriti but have no voting powers at the meetings of the board of trustees: jean augustine, s.c., mary l. Costello, louis a. Craco, rosemary donley, s.c., john r. Echement, frederick r. Favo, maureen halloran, s.c., brigid marie grandy, s.c., marcia m. Gumberg, donald m. Henderson, patrice hughes, s.c., arthur h. Meehan, marlene mondalek, s.c, donald i. Moritz, barbara nakles, maureen sheedy o'brien, maureen o'brien, s.c., ellenita m. O'connor, s.c., paul m. Pohl, marc robertshaw, arthur j. Rooney, jr., ralph a. Scalise, anita schulte, s.c.”

“Annually, the finance and business affairs committee of the board of trustees, engages the services of an independent certified public accounting (cpa) firm to conduct an audit and issue an opinion on the university's financial statements. The cpa firm reports the results of their findings and issues their audited financial statements to the committee. This process has not changed from the prior year.”