Franciscan University of Steubenville

“The university`s board has a governance committee whose duties and responsibilities are outlined in the bylaws. The governance committee shall have and exercise, between meetings of the board of trustees, as provided in the bylaws, any and all the powers of the board of trustees in the management and transaction of business of the university and shall have the power to authorize the seal of the university to be affixed to all instruments which may require it. The governance committee shall meet upon call by the chairman of the board, or the president of the university. A majority of the governance committee, at least one (1) of whom shall be a lay member, shall constitute a quorum for the transaction of business. The governance committee shall report its activities, including actions taken on behalf of the full board, to the board at its next meeting. The governance committee may decide it appropriate to mail a copy of the minutes of its meeting to each member of the board in advance of the next meeting of the board and in lieu of making a report at that meeting.”

“Richard rollino, fr. Dave pivonka, t.o.r., and mr. Richard riederer are members of the maria thron foundation supervisory board.”

“Franciscan university of steubenville is a 501(c)(3) nonprofit corporation with members. The members of the corporation are the minister provincial and the provincial curia of the most sacred heart of jesus, third order regular (t.o.r.). The president of the franciscan university of steubenville serves as a member ex officio. These individuals serve as members of the corporation during their respective terms as minister provincial, the provincial curia, and president of the university.”

“The minister provincial of the province of the most sacred heart of jesus of the third order regular and the president of the university shall be ex officio members of the board of trustees. These individuals are elected by the province of the most sacred heart of jesus. Seven of the board members must be members of the order.”

“The following powers are reserved exclusively to the members of the corporation: a. To determine the philosophy and objectives of the corporation. B. To adopt amendments to the articles of incorporation, and to alter, amend, or repeal bylaws. C. To purchase, sell, lease, transfer or encumber, construct, or undertake the destruction of land and/or buildings owned by the university, or in which the university has or will have legal or equitable title. D. To merge, consolidate, or affiliate the university with any other corporation. E. To dissolve or terminate the existence of the university and to determine the distribution of corporate assets upon such dissolution or termination, provided that such distribution be exclusively made for such purposes as are exempt from taxation under federal law.”

“The entire board of trustees receives a complete form 990 for review. The complete 990 is also reviewed by the president and vp of operations.”

“Board members complete a conflict of interest form on an annual basis to identify potential or actual conflicts. Members of the university's finance management team review all completed annual disclosures. Perceived or actual conflicts are advanced to the board for resolution. The audit committee has responsibility to monitor conflicts of interest between the university's business activity and members of management, faculty, and trustees.”

“A. The president of the university, a catholic priest of franciscan friars tor, has taken a vow of poverty and is not compensated for his service to the university. This arrangement is disclosed and reviewed by the provincial of the franciscan order and the compensation committee of the board of trustees. Due to the fact that no compensation is paid to the president, policies and processes regarding awarding presidential compensation are not relevant, disclosures in part vii and schedule j reflect this fact. The university does make a payment to the franciscan friars tor for the services performed by all friars. B. The university maintains a market based compensation system with assigned pay ranges for each position reflecting the market wage among a group of identified peers and relative level of responsibility within the organization. Officers' compensation is determined within the budgeting process and salary increases are recommended by the vice president of finance and the vice president of human resources in consultation with the president and approved by an independent compensation committee of the board of trustees.”

“Franciscan university of steubenville makes its governance documents, conflict of interest policy, and financial statement available to the public upon written request submitted to vp of finance.”

“The following individual serves as an emeritus trustee of the franciscan university of steubenville with no voting rights: dr. John h. Irvin”

“The purpose of the university is to further the higher education of men and women through programs of liberal, professional, and pre-professional studies leading to the conferral of the baccalaureate and master degrees in the arts and sciences. Said degrees shall be conferred in accordance with the provisions of the articles of incorporation of the university and the laws of the state of ohio. It shall be the further purpose of the university, publicly identified as a catholic and a franciscan institution, to promote the moral, spiritual, and religious values of its students. The university will be guided by the example and teaching of st. Francis of assisi.”

“Audit committee recommends the engagement of the independent audit firm for approval by the full board; reviews the financial statements and audit results, including management letter and issues raised in accordance with the sas no.114; recommends the approval of the annual audit to the full board; and follows up on deficiencies raised during the audit and oversees corrective actions. The audit committee may also review compliance with all finanical reporting and regulatory requirements; monitor the adequacy and integrity of accounting, internal controls, and risk management, including fraud risk assessment.”