Thiel College

“The executive committee shall be composed of members of the board, all of whom shall be voting trustees, except for the president who shall serve ex-officio, without vote, and not be counted as part of a quorum for the purpose of transacting business. The chair, vice chair, secretary and treasurer of the board of trustees shall be members, along with the chairs of the following standing committees: committee on student and religious life; committee on academic affairs; committee on advancement; committee on facilities, physical plant and information technology; committee on honorary degrees; committee on student enrollment; committee on finance and investment; committee on governance and trusteeship; and the committee on audit.. The purpose and authority of the executive committee is: (a) it shall serve at the pleasure of the board as its agent in helping the president to address business between regular board meetings; and it shall assist the chair and the president with their joint responsibility to help the board function effectively and efficiently by suggesting board meeting agenda items and periodically assessing the quality of committee work. (b) the executive committee shall have authority to act for the board of trustees on all matters except for the following, which shall be reserved for the board: presidential selection and termination; trustee and board-officer election; changes in institutional mission and purposes; changes to the charter or bylaws; incurring of corporate indebtedness; sale of significant/material institutional assets or tangible property including the acquisition and sale of real estate; adoption of the annual budget; and conferral of degrees. These bylaws or other board policies may reserve other powers for the board of trustees. (c) in addition to its authority to take action on emergency matters that cannot, or should not, be deferred to the board's next scheduled meeting, the executive committee shall oversee the work of the board committees, receive and act on recommendations of the board committees, thiel college's planning process and progress on planning goals and the board's responsibility to support the president. (d) the committee shall meet as often as necessary to conduct its business as the chair and president determine and ensure that minutes of actions are taken and promptly distributed to all trustees for subsequent ratification by the board of trustees at its regular meeting. A majority of voting trustee committee members shall constitute a quorum.”

“Rod e. Wilt and john hudson have a business relationship.”

“Prior to the submission of form 990 to the irs, the public disclosure version of the 990 (excluding donor information), was presented to the audit committee and the entire board of trustees of the college. A full copy of the completed draft form 990 is available in the vp of finance office for visual examination upon request.”

“Trustees and officers must sign an annual disclosure form that identifies any potential conflicts, both personal and by any related party with the college and with any current trustees and officers. Compliance with the policy is monitored by the audit committee.”

“Compensation is determined and reviewed on an annual basis by the presidential review and compensation committee. Form 990s of similar sized organizations are reviewed as comparable data to ensure that compensation does not exceed fair market value. The process is documented each year.”

“The college makes its governing documents, conflict of interest policy, and financial statements available upon written request.”

“President traverso received $15,000 in compensation from the dietrich foundation for her work on the board of the foundation. Thiel college is a 5% beneficiary in the foundation.”

“Change in value of interest rate swap agreement 78,828. Loss on refinancing of debt -161,027.”