John Carroll University

“The board of member of john carroll university shall consist of: (1) the president of john carroll university, ex-officio member; (2) the rector of the john carroll jesuit community corporation, ex-officio member; (3) two members of the john carroll jesuit community corporation elected to serve two year staggered terms, by those members in good standing of the society of jesus who are assigned to the john carroll jesuit community corporation and provide service to or have been retired from the university.”

“The board of members shall have and exercise such powers and authority provided under applicable law as are consistent with the mission of the university, including without limitation, the powers to: (1) elect and to re-elect the directors of the corporation from the slate of nominees recommended by the board of directors (2) remove any director, upon recommendation of the board of directors”

“The board of members shall have and exercise such powers to amend the articles and the code of regulations; sell or dispose of all or substantially all of the assets of the corporation; and merge or dissolve the corporation.”

“The university's independent accounting firm prepares the form 990, which is presented to the university's audit committee for review and approval. The full public inspection copy of the final form 990 is provided to each member of the board of directors prior to it being filed with the irs. The public copy removes the names and addresses of the donors listed in schedule b of the form 990 filed with the irs.”

“The university has written conflict of interest policies that require its officers, directors, and employees to disclose potential conflicts of interest involving themselves and/or their family members. The university's employees are required to review the applicable policy on an annual basis, acknowledge compliance, and disclose any actual or potential conflict of interest. In addition, each member of the board of directors fills out an annual questionnaire in which potential conflicts of interest are disclosed. The response to these two processes are reviewed for any disclosed actual or potential conflicts of interest. The university's conflict of interest policy prohibits involvement in university decision-making by any officer, administrator, employee or director who has a conflict that is not managed. In the event of the existence of a conflict of interest, appropriate conflict management measures are implemented. Violations of the university's conflicts policies may result in sanctions, up to and including termination of employment.”

“The university's executive committee is responsible for establishing, reviewing and approving compensation levels for the university's president. The committee reviews comparable compensation data for similarly qualified persons in functionally comparable positions at similarly situated organizations in establishing compensation levels. The committee reviews the compensation of the university's president annually. Contemporaneous documentation and record keeping are recorded on all committee deliberations and decisions regarding the compensation arrangement for the university's president.”

“The university's executive committee is responsible for establishing, reviewing and approving compensation levels for the university's officers and key employees. The committee reviews comparable compensation data for similarly qualified persons in functionally comparable positions at similarly situated organizations in establishing compensation levels. The committee reviews the compensation of the university's officers and key employees annually. Contemporaneous documentation and record keeping are recorded on all committee deliberations and decisions regarding the compensation arrangement for the university's officers and key employees.”

“The university's form 1023 application for tax exemption and forms 990 and 990-t (current and prior three years) are available to the public upon request. The university's audited financial statements, articles of incorporation, code of regulations and conflict of interest policy are available to the public upon request.”

“Alan miciak is a compensated board member and is therefore considered a nonindependent member. Jason therrien is nonindependent due to the transaction disclosed on schedule l.”

“A significant number of alumni and other friends of the university volunteer their time advancing the mission of the university and helping attract students to attend john carroll.”

“Change in value of split-interest agreements $ (334,617) other adjustment $ 1,819,802 total: $ 1,485,185”