Marietta College

“Delegate broad authority to a committee: there shall be a standing executive committee composed of the chairperson and vice chairperson of the board; the president of the college; the chairpersons of all other standing committees; and the secretary and treasurer of trustees. A quorum shall consist of six members of the executive committee. Any other trustee may attend meetings of the executive committee and participate in all discussions. The executive committee shall be, and is hereby, vested with all the powers and duties of the board of trustees, between board of trustee meetings except secured loans and changes to the bylaws. While vested with broad authority, the executive committee shall be expected to exercise sound discretion in determining those matters which should and can reasonably be postponed until the next meeting of the board. The secretary, or in his or her absence, the assistant secretary, shall act as secretary at meetings of the executive committee and shall keep the minutes of the proceedings, which minutes shall be transcribed and mailed to all members of the board of trustees prior to the next meeting.”

“Business and family relationships: andrew ferguson, trustee, has a business relationship with stephanie peloquin; trustee brian brucken has a family relationship with robert brucken.”

“Review of form 990 by governing body: a draft of the form 990 is prepared by the financial and business services staff and an independent accounting firm. Prior to filing, the draft 990 is provided to the cfo and president for review. The audit committee, on behalf of board of trustees, reviews the form 990 prior to filing. An electronic copy of the form 990 and supplemental schedules are then provided to all trustees prior to filing with the irs.”

“Conflict of interest policy: covered individuals: an individual that is a 1) current officer, trustee or key employee: 2) former officer, trustee or key employee depending on current compensation arrangements; and 3) one of the top five paid individuals outside the groups in (1) and (2) above. College officers shall refer such conflicts as they are unable to resolve to the president and or audit committee for his or her recommendation. Covered individuals who have declared or have been found to have a conflict of interest shall refrain from participating in consideration of proposed transactions, unless for special reasons the board of trustees or administration requests information on interpretation. A trustee shall not vote on any matter under consideration at a board of trustees meeting in which said trustee has a conflict of interest, nor shall said trustee be counted in determining the quorum for the meeting. The minutes of the meeting shall reflect that a disclosure was made by the trustee having a conflict of interest and that this trustee abstained from voting and was not counted in determining the quorum for the meeting. Trustee committees and their members shall operate under the procedures outlined above.”

“Process to establish compensation of top management officials: compensation for the college president is established by the college board of trustees and documented in a multi-year employment contract. All compensation levels are compared to published industry data (primary source - college and university professional association for human resources) for reasonableness. The process is undertaken consistently with the multi-year contract review and was last done in october 2022.”

“Process to establish compensation of other officers or key employees: the college seeks to establish compensation levels that are internally equitable and externally competitive. Compensation goals for faculty are to achieve an average salary, by rank, as identified as the 40th percentile of the aaup guidelines by research category. Compensation levels for exempt and non-exempt employees will be determined using the mean cupa-hr salary for private, independent colleges with comparable enrollment and budget categories and may include geographic region depending upon the position. In instances where positions do not have a match in the cupa-hr data, a slotting methodology will be used to determine fair and equitable compensation. A position will be considered a match when 80% of the duties and responsibilities are recognized in the job description. The president, vice president for finance and administrative services and director of human resources, will monitor salary ranges on at least an annual basis and will make recommendations for market adjustments as needed. New positions or positions that have been modified will be evaluated using best practice compensation methodology to determine salary or hourly rate. The process is undertaken annually, and was last completed in october 2022.”

“Required documents available to the public: financial statements, governing documents, and conflict of interest policies are not required disclosures pursuant to internal revenue code(irc) section 6104. These documents are available upon request.”

“Other changes in net assets or fund balances: change in perpetual trusts held by others (4,996,324) actuarial adjustment of split interest agreements 21,269 postretirement liability related changes other than periodic costs 4,848 bad debt expenses for pledges (111,250) change in fmv of interest rate swap 741,503 total (4,339,954)”