University of Dayton

“The executive committee of the board of trustees consists of the chairperson of the board, the vice chairperson of the board as the provincial of marianist province of the united states (or a delegate appointed by him from the provincial council of the marianist province of the united states), the president of the university, the chairperson elect of the board of trustees and the chairs of the standing committees of the board (where such committee chairs are determined through consultations among the president, chairperson of the board and potential committee chairs prior to the start of a new academic year). Members of the executive committee, except the chairperson, the vice chairperson of the board, the chairperson-elect and the president of the university, each of whom are ex officio voting members on the executive committee, shall be the chairs of the standing committees of the board. Between meetings of the board of trustees, the executive committee shall exercise all the powers of the board, except that it shall not have power to grant degrees, elect or remove the president, authorize any changes in the bylaws of the board of trustees or make a determination on matters on which the code of regulations specifically requires a vote by the board of trustees.”

“The members of the university of dayton shall consist of each of the members of the provincial council of marianist province of the united states and each of the chairperson and the secretary of the board of trustees of the university of dayton. The provincial of the marianist province of the united states serves as the chairperson of the university and the vice chairperson of the board of trustees.”

“The members of the university shall retain exclusive control over the following matters: the nomination of candidates for election/or removal to the university's board of trustees and may approve amendments to the articles of incorporation and the code of regulation.”

“The marianists of the united states, inc. Are members of the university of dayton corporation and as such, they must approve by two-thirds vote, any action of the board of trustees regarding mergers of the corporation, sales of assets of the corporation, or partial or total dissolution of the corporation. The marianists of the united states, inc. Also have the authority to approve amendments to the articles of incorporation and bylaws.”

“The audit committee of the board of trustees has the responsibility to review the form 990 at one of its regularly scheduled meetings. These committee members will report their observations to the full board of trustees. All members of the board of trustees may access the return on an internally managed board of trustees discussion site, to allow them to review the final return before it is filed.”

“The university's legal department and board of trustees office review the responses to the annual conflict of interest questionnaires that are sent to all officers, key employees and board of trustee members respectively. Any potential conflicts disclosed are reviewed and reported to the president, board of trustees, and appropriate vice presidents. If a conflict exists, the individual is excused from discussion and voting on the matter in question. The questionnaires are distributed to each officer, director, and key employee annually.”

“The university has a formal, written compensation policy for the president. There is also a compensation committee of the board of trustees who reviews this policy, external compensation information (comparable data such as compensation levels paid by similar organizations, the level of the employees education and experience, and the responsibilities of the position) and prior year compensation to determine yearly compensation. This information, along with the committee's recommendation is discussed at a regularly scheduled board of trustees meeting and voted on by board members. This process was last undertaken in 2024. The process and decisions are documented in the minutes.”

“Compensation for the other officers and key employees is determined by the president after an annual review and according to prior written compensation agreements. The university utilizes data from peer institutions as reported in the annual administrative compensation cupa-hr survey to ensure that compensation for these positions is at appropriate levels. This process was last undertaken in 2024. A final review of these compensation amounts is conducted at meetings of the compensation committee and executive committee of the board of trustees with the process and decisions documented in the minutes of the respective committee.”

“The public may access the university's governing documents, conflict of interest policy and financial statements through the university's website.”

“CONTRACT SERVICES - Total Expense: 98192253, Program Service Expense: 92701792, Management and General Expenses: 5421062, Fundraising Expenses: 69399;”

“Interest rate swap - 426103; postretirement benefit obligation - -4198769; annuity liability - -938542; voluntary separation incentive plan - -9832505;”