Lewis University

“Significant changes to the university's bylaws include: 1. The board of trustees is no longer responsible for establishing the annual budget but is responsible for reviewing and approving such document. 2. The board of trustees may change the requirement of maintaining preference for a christian brother as president of the university, presuming he or she is equally or more qualified than other candidates. 3. The provincial of the of the midwest province of the christian brothers can designate dedicated and capable lasallians to fill up to three of the six reserved positions for christian brothers on the board as substitutes for christian brother candidates. 4. The term of a board of trustee member will end at the conclusion of the academic year during the year his or her current term expires, unless eligible and subsequently reelected by the board. 5. A board of trustee member is eligible for reelection after absence of one year, upon completion of twelve years of service. 6. Actions taken by the board of trustees without formal meeting are fully valid and effective and the resolution or action will be included in the official minutes of the trustees. 7. The executive vice president position and related duties have been removed from inclusion in the bylaws. 8. The senior vice president/chief financial officer has replaced various responsibilities of the executive vice president position which include: a. Participation on various committees b. Assistant to the secretary and treasurer c. With all other fiscal officers, give bonds in the amounts the board of trustees deem appropriate 9. When the president is incapacitated, the provost temporarily assumes those duties and responsibilities of the president until the board appoints an acting president. 10.the board of trustees through the compensation sub-committee should ensure reasonable compensation of all university employees, president, and top administrators.”

“The university is sponsored by the christian brothers of the midwest, inc. Pursuant to the sponsorship covenant signed in august 2001, the following significant legal aspects are incorporated into the document: 1. Board membership - 6 members are to be christian brothers 2. Reserved powers for the christian brothers regarding: (a) to sell, transfer, or encumber real property assets of the university; (b) to dissolve the corporation or close the university; (c) to merge with another corporation or educational entity; (d) to amend the by-laws or the corporate charter of the university; (e) to change the catholic character or the christian brothers' sponsorship of the university; and (f) to change the requirements of having a christian brother as president of the university. 3. The president of the university shall be a christian brother, unless the board of trustees, with the concurrent of the provincial of the christian brothers and his council, determine there is no christian brother qualified and available to serve in this capacity.”

“The irs form 990 is electronically sent to all audit committee members for review and approval. Once approved by the audit committee, it is made electronically available to all board members. Approximately two weeks later, the return is electronically filed.”

“The conflict of interest forms completed by the board of trustee members, the administration and others involved in providing goods and services for the university are reviewed by purchasing and business office personnel as well as senior management. All procurements over $5,000 are reviewed by the senior vice president/ chief financial officer; all procurements over $10,000 are also reviewed by the provost for her reporting area; and all procurements over $20,000 are also reviewed by the president, several levels of review are established to detect conflict of interest situations before contractual relationships are entered into. In addition, board of trustee conflict of interest forms are reviewed by the audit committee chair.”

“In determining the compensation for the president of the university, the board seeks to provide compensation to the president which is fair and reasonable and based upon performance committment and available resources. The amount of compensation should generally be within the range of peer and area schools. In determining compensation, a compensation committee comprised of the chair and vice chair of the board of trustees and the board treasurer review in detail compensation information contained in peer and area schools on their respective irs form 990 as well as chronicle of higher education executive compensation survey results. In addition, the university contracted with an outside firm to study and aid in the determination of executive pay. The compensation committee then prepares recommendations to the executive committee of the board of trustees who make the final determination regarding compensation of the president. Presidential compensation is paid directly to the christian brothers of the midwest, inc. The compensation committee also is available to address other compensation matters as requested by the president.”

“Irs form 990, articles of incorporation, university by-laws, human resources (policy) manual, and university audited financial statements are available for review by request to the senior vice president/ chief financial officer of lewis university, one university parkway, romeoville, illinois 60446.”

“Unrealized loss on the university's interest rate swap agreements -136,785.”