Ursuline College

“Changes to governing documents - the college amended and restated its articles of incorporation to change its members from the ursuline sisters to a sole member, gannon university. Other changes to the articles included various provisions needed to comply with the change of control and merger agreement by and between ursuline college and gannon university. The merger was not completed by june 30, 2025.”

“Members of the corporation - the members of the college are the president of the ursuline sisters of cleveland and those designated by the leadership team of the ursuline sisters of cleveland. Effective june 30, 2025, gannon university became the sole member.”

“Members' power to elect board members - the members of the college have the power to appoint all board members.”

“Decision approval by the members - the members of the college have approval rights over certain major decisions of the board including change in mission, election of trustees, amendments to articles of incorporation or regulations, sale of assets out of the ordinary course of business, sale of substantially all assets of the corporation, and the merger or dissolution of the corporation.”

“Review of form 990 - after preparation of form 990 by the independent public accountants, the chair of the finance committee reviews it. The form 990 is then provided to all board members prior to being filed.”

“Monitoring and enforcement of conflict policy - the college reviews its conflict policy with the board annually. On an on-going basis, the committees of the board inquire about potential conflicts based upon general knowledge of business or personal relationships among fellow board members. The college's finance department also assists with reviewing transactions for which conflicts may exist. When a conflict arises, the individual with the conflict is not permitted to vote or participate in the discussion of the proposed transaction. The decision about the transaction is made by persons who are independent of the person with the conflict of interest.”

“Compensation determination - the board's finance committee reviews the compensation provided to the president and other compensated officers annually. The committee utilizes comparative data, and this review was last performed in 2022. The members of the finance committee are independent of the employees for whom compensation decisions are being made.”

“Availability of documents - the college does not make its financial statements, conflict of interest policy or governing documents available to the general public.”

“Contracted services: program service expenses 5,202,483. Management and general expenses 359,925. Fundraising expenses 179,335. Total expenses 5,741,743.”