Coalition for the Common Good

“In article vi of the board of governors by-laws, section 6.4 states: "the executive committee of the board of governors shall be responsible for the general control, management, and regulation of all matters pertaining to the corporation between meetings of the board of governors. Except on those matters reserved for the board of governors in the by-laws or in the articles of incorporation, the executive committee is empowered to act on behalf of the board of governors between board meetings and in emergencies when the board cannot meet in a timely manner to achieve a quorum, and to otherwise handle routine matters to enable the board to be efficient and strategic in the use of its meeting time. The executive committee shall consist of the following ex-officio members: the chair of the board of governors who shall also serve as its chair, vice chair of the board of governors, the chairs of all standing committees other than those chaired by the board vice chair, and the chancellor (without vote). They each shall serve on the committee as long as they hold their respective leadership positions. Additionally, at least one at-large member shall be nominated annually by the governance committee for a renewable one-year term for election by the board of governors. Such person shall not serve for more than two consecutive years as the at-large member of the executive committee.”

“Traditional board of governors' meetings have required physical attendance but due to the covid pandemic, an amendment was necessary to modify the bylaws to allow the board meetings to be held via videoconference call. The second bylaw change is a member of the board may request a leave of absence during the pendency of the member's term by written communication to the chair of the board of governors. Reasons for the leave of absence have been clearly outlined and may be taken for up to twelve months.”

“The form 990 was reviewed and discussed with the audit committee, outside cpa firm, chancellor, vice president/cfo, general counsel, and controller. A copy of the form 990 was provided to the full board of governors prior to filing the return.”

“The university conflict of interest policy is reviewed annually by each officer and member of the board of governors. Each individual signs a form annually confirming they have reviewed and understand the policy and disclosing any conflicts they may have. The board of governor's annually reviews these forms and approves a resolution stating that all officers and board members have submitted their form. If any conflicts are noted, the board will review the relationship and transaction and determine if further action is necessary to manage the conflict. Each time a significant new contract is entered into outside of the annual disclosure period, the board of governors is questioned as to whether any conflict of interests exists. Management does an assessment of any possible conflicts, as well, at this time. When a conflict may arise, depending on the circumstance, the member is required to recuse him/herself during discussions and voting of the conflicted activity, or they may be asked to resign. The process to manage any specific conflict is documented in the minutes and records of the university.”

“The compensation committee is made up of independent members of the executive committee. They review industry salary and benefits data from several reputable sources. These sources included survey data of dozens of industry peers. In addition, the committee would take into consideration the financial health of the institution and the increases provided to other key employees within the university. The committee held discussions and ultimately voted upon the compensation provided to the chancellor for the following year. The process was documented. For other officers and key employees, the chancellor similarly reviews industry data for comparable institutions. In addition, performance evaluations are completed. A compensation recommendation for these employees is based on this data, and provided by the chancellor to the executive committee, or full board, who then votes on the final compensation. The process is documented annually.”

“The university's governing documents and conflict of interest policy are made available to the public at the university's website http://www.antioch.edu/policies/. The organization provides the form 990 upon request for the same period of disclosure as set forth in irc section 6104(d). The chancellor provides enrollment and financial updates to the university community throughout the year via on-line and/or campus visits.”

“Postretirement changes other than net periodic postretirement cost -222,012.”