Washington & Jefferson College

“The executive committee shall have the full power of the board of trustees at all times when the board of trustees is not in session, except for: the election of the trustees and officers of the board; the amendment or repeal of the college charter or bylaws, or any resolution of the board; the creation or dissolution of committees of the board; the election and termination of the president of the college; the awarding of degrees and tenure; the approval of the annual budget and comprehensive fee (tuition, fees, room and board); the acceptance of audited statements; the approval of debt and investment policies; and changes to the college's mission statement; provided, however, that the executive committee may take any such excepted action, or any other action, if and to the extent specifically authorized by a resolution of the board of trustees. The executive committee may authorize, within any twelve-month period, expenditures up to $500,000 in connection with the day-to-day operation of the college, pressing circumstances and favorable opportunities; provided that the committee (1) duly considers the nature, importance and cost of the particular matter, the importance of timing, the length of time until the next board meeting, and the desirability of full board approval; (2) obtains the approval of the chairs of all appropriate committees, and (3) determines that any such expenditure is fiscally prudent and consistent with the mission of the college.”

“In february 2024, washington & jefferson college's bylaws were revised to change the minimum number of board members from 21 to 18. The revisions also included changing the maximum number of terms a trustee can serve from 2 to 3 and placed a maximum on years a trustee can serve at 16 years.”

“The form 990 is reviewed by the associate vice president for business & finance/controller and the vp for business & finance/cfo. Highlights of the form are then reviewed with the president of the college. A complete copy of form 990 is available to the board online, for their review, and is presented to the audit committee for their review and approval, prior to filing with the internal revenue service.”

“The conflict of interest questionnaires are sent annually to the board of trustees and senior staff. They are returned to the title ix and compliance officer, who reviews the questionnaires and prepares a summary of the responses. The summary is sent to the president, audit and risk management committee chairperson, and the board of trustees chairperson for initial review. Then, the title ix and compliance officer presents the summary to the audit and risk management committee so that appropriate action, if any, can be taken. Trustees or senior staff members who have a disclosed conflict of interest, shall refrain and be absent from consideration of related matters, except to the extent that the board requests information or interpretation. In no event shall trustees, who have a disclosed conflict, vote on a matter or be present at the time of a vote.”

“-president: the employment contract included a salary/benefits review performed by an unrelated third party on behalf of the board of trustees, and the contract was approved by an independent board. The process included an analysis of comparable salary and benefit data. The board approval was documented in the minutes. -vp for business & finance/cfo: the college subcontracted to an unrelated consultant group for a salary and benefits review, including an analysis of comparable data, and assistance with the hiring process. The board and the senior staff also participated in the process.”

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

“The following individuals serve as emeritus trustees of washington & jefferson college with no voting rights: jerrell l. Angell, richard t. Clark, walter cooper, john r. Echement, walter flamenbaum, m.d., john e. Frazier ii, m.d., james h. Knepshield, victor lazzaro, jr., charles t. Nason, john l.s. Northrop, ronald v. Pellegrini, m.d., james l. Phillips, m.d., anica d. Rawnsley, franklin rumore, m.d., e. Ronald salvitti, m.d., ronald p. Sandmeyer, sr., robert h. Shoop, jr., esq., robert b. Shust, william m. Stout”

“Change in value of split-interest agreements -681,308.”

“The audit and risk management committee of the board of trustees meets two times a year with the college's external auditors. The first meeting takes place in the pre audit planning phase, and the second meeting is after the audit fieldwork is completed, to review the results with the auditors. The committee then votes to approve the results of the audited financial statements and presents the results to the full board. This process has not changed from the prior year.”