Dominican University

“The members will consist of three (3) to nine (9) persons. Each Member shall serve a term of that number of years determined by the Members as the length of term for Members. Each Member shall be entitled to one vote on each matter submitted to a vote of the Members. MEMBERS SHALL BE THE PRIORESS, GENERAL COUNCILORS OR DELEGATES AS DETERMINED BY THE MEMBERS, AND THE GENERAL FINANCE OFFICER OF THE SINSINAWA DOMINICAN CONGREGATION.”

“THE MEMBERS MAY APPOINT, IN THEIR SOLE DISCRETION, DIFFERENT MEMBERS: (A) WHEN THE MEMBERS, IN THEIR SOLE DISCRETION, DECIDE TO INCREASE THE NUMBERS OF MEMBERS (WITHIN LIMITATIONS SET FORTH IN ARTICLE II, SECTION 1). (B) WHEN VACANCIES OCCUR BY REASON OF DEATH, RESIGNATION, FAILURE OF QUALIFICATION, OR OTHERWISE. AT ALL TIMES THE MEMBERS SHALL BE COMPROMISED OF A MAJORITY OF PERSONS WHO ARE ELECTED OFFICIALS OF THE SINSINAWA DOMINICAN CONGREGATION. At all times up to three Trustees may be elected by the Members of the Corporation and such Trustees shall be Members of the Corporation or a Sinsinawa Dominican or other individual recommended by the Members for such terms as may be designated by the Members of the Corporation (the Member Designated Trustees).”

“The responsibilities of the Members include the following: (a)To approve the mission of the University, and to assure continuing harmony between the mission of the Sinsinawa Dominican Congregation and the mission of the University. (b) To amend, restate, or modify the Articles of Incorporation and the Bylaws of the University. (c) To approve the acquisition, purchase, sale, mortgage, lease, transfer, or encumbrance of the real property owned by the Corporation. (d) To ratify the appointment, removal, or replacement of any one or more of the Trustees. (e) To approve any plan for dissolution, merger, consolidation, or liquidation of the Corporation. Each Member shall be entitled to one vote on each matter submitted to a vote of the Members.”

“The tax returns have been reviewed by the bkd tax services team and the returns were provided to the audit and risk management committee. At the meeting, bkd along with staff discussed any significant changes. The tax return was reviewed and accepted by the audit and risk management meeting with the understanding that the vice president for finance reviewed and finalized any follow-up that was requested at the meeting. Any follow-up to the items presented at the meeting was completed by the staff and reviewed by bkd tax service team and final approval by the vice president for finance. Audit & risk management committees review and acceptance was noted in the minutes. A copy of the return will be made available electronically to all members of the board prior to being filed.”

“Dominican university has a written conflict of interest policy (the policy) that has been approved by the board of trustees, which covers each member of the board of trustees, officers and key employees of the dominican university. The policy requires each member of the board of trustees and officers annually 1) to review the policy, 2) to disclose any possible personal, family, or business relationships that reasonably could give rise to a conflict involving the university, 3) to acknowledge by his or her signature that he or she is in accordance with the policy. Annually, the policy is mailed to all trustees and officers for review, sign-off, and return. Follow-up calls and emails are made to ensure all forms are returned timely. Responses are collected and reviewed by the compliance and financial reporting manager to determine whether conflict exists. The board of trustees performs due diligence process as documented in the policy in determining the proposed or disclosed potential conflict of interest situation. This would include 1) any material facts of the proposed or disclosed transaction not known to the board or committee, 2) the trustees or officer's interest or relationship with respect to the proposed or disclosed transaction. The presence of a trustee or officer who is directly or indirectly a party to a proposed transaction may not be counted when the board or the committee of the board takes action on the proposed transaction. However, the individual may be counted in determining whether a quorum is present for that particular meeting.”

“Compensation for the president of the university is determined by the board of trustees. Annually, they determine the base compensation based on the comparability data provided by the director of human resources. Any bonuses and other indirect compensation is based on meeting stated goals, which are approved by the executive committee of the board of trustees and included as part of the president's contract.”

“For all other top management positions such as officers, key employees, and academic deans, the president determines the initial compensation based on the data that the director of human resources gathered in relation to market data for similar positions. Annually the director of human resources reviews all compensation including the senior or top management for equity. Any compensation recommendation is approved by the president and the senior vice president of administration. The compensation review process for the president, officers, and key employees is completed on a periodic basis. The last review was done in 2016.”

“Dominican university makes its governing documents, conflict of interest policy, and financial statements available upon request.”

“Creation of a more just and humane world.”

“Auxiliary services - auxiliary services includes student housing and campus dining. The university offers four campus residence hall options, as well as nearby off-site housing (if needed). Housing includes a variety of options ranging from suites to single rooms. The student meal plan can be tailored for a number of flex meal arrangements and can be used at several campus dining facilities. Auxiliary services also includes the activity of the performing arts center, which offers a variety of musical and theater acts to the university and nearby communities. Theater productions are integrated with the undergraduate theater program and utilize many students as part of the productions. Theater students also learn and assist with box office, stage crew, and audience/guest artist, and support all musical events.”