Marian University

“Voting rights among members: the executive committee votes on issues because they meet more frequently than the board of directors, but decisions are subsequently ratified by the full board.”

“Independent board members: daniel j. Elsener is a paid employee of the university and is therefore considered non-independent.”

“Significant changes to governing documents: in october of 2014, marian university made changes to their by-laws. The term for trustees was increased from 3 years to 4 years. The extended number of consecutive terms changed from two 3-year terms to three 4-year terms; also, for trustees who have served 3 consecutive 4-year terms are eligible for three additional 4-year terms after a one-year hiatus. The chair emeritus is not subject to term limits. Additional changes include trustee responsibilities and executive officer positions and duties.”

“Power to elect members of governing body: not fewer than seven trustees of the board of trustees shall be members of the sisters of st. Francis of oldenburg inc. Or shall be individuals selected by sisters of st. Francis of oldenburg. One of these shall be the congregational minister of the sisters of st. Francis of oldenburg inc., as selected by the rules and regulations of that order.”

“Governance decisions subject to approval of governing body: the sisters of st. Francis are owners of some of the assets of the university and have mutual responsibility for affirming policies of the university as a franciscan catholic institution. Responsibilities include: 1.) foster the expression and implementation of mission statement; 2.) maintain a relationship with the archbishop of the church in the indianapolis archdiocese; and 3.) attend to social justice concerns.”

“Process to review the form 990: the vp of finance and the controller review the 990 in detail with the cpa firm that prepares the return. The vp of finance and the controller then review the 990 with the audit committee. Once the audit committee reviews and approves the return, the form 990 (not including schedule b to protect the anonymity of donors) will be password-protected and posted to marian's website. Board members will be notified that the form 990 is available for their review and will be given a password to access the return.”

“Process for monitoring compliance with conflict of interest policy: all board of trustee members and key employees are asked to sign a conflict of interest statement. The secretary of the board of trustees maintains the list and follows up on outstanding issues. All information is submitted to the audit committee of the board for review. The audit committee is responsible for taking any additional action needed. Any person with a conflict abstains from voting on the related issue.”

“Review of ceo or top mgmt official compensation: the compensation committee, a special subcommittee of the executive committee of the board of trustees, determines and approves the president's compensation. The process starts with hr providing the committee with the necessary compensation data which is reviewed in detail and includes prior and current compensation information. Following the review, recommendations are presented to the president for his signature. The committee's decision and notes from the committee's findings are provided to hr. Following this, the compensation decision is presented at an executive session of the board for approval. This process was last undertaken in october 2015.”

“Review of top management official compensation: the president reviews and adjusts officer and key employee compensation.”

“Governing documents, conflict of interest policy, and f/s: the organization's governing documents, conflict of interest policy, and financial statements are available to the public upon request.”

“Other changes in net assets or fund balances: provision for uncollectible contribution receivables $18,000,000”