Dominican University

“The Executive Committee consist of the University's President, the Chairperson, the Vice-Chairperson(s) of the Board of Trustees, and the Chairperson(s) of each standing committee of the Board. The Chairperson of the Board of Trustees shall be the Chairperson of the Executive Committee. Between meetings of the Board of Trustees, the Executive Committee shall have general supervision of the administration and property of the University except for matters specifically empowered by the Board of Trustees. The Executive Committee may not take any action inconsistent with a prior act or resolution of the Board of Trustees, award degrees, alter Bylaws or the Articles of Incorporation, elect, remove, appoint or fix compensation for the President of the University, or any other officer, Trustee or member of the Committee.”

“The Board of Trustee Members will consist of three to nine persons. Each member shall serve a term of that number of years determined by the Members as the length of term for Members. When vacancies among the members occur by reason of death, resignation, failure of qualification or otherwise, the number shall be reduced by such vacancies until qualified replacements are selected by the remaining members for unexpired terms. The responsibilities of the members include the following: approve the mission of the University; amend, restate or modify the Articles of Incorporation and the Bylaws of the University; approve the acquisition, purchase, sale, mortgage, lease, transfer of real property owned by the University; ratify the appointment; removal or replacement of one or more Trustees; and to approve any plan of dissolution, merger, consolidation or liquidation of the University. Each member shall be entitled to one vote on each matter submitted to a vote of the Members.”

“The members may appoint, in their sole discretion, different members: (a) when the members, in their sole discretion, decide to increase the number 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 comprised 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.”

“In cases where the governing body delegated broad authority to the Executive Committee or other Committee, adequate documentation was prepared and reported.”

“The tax returns are prepared by Management of the University and reviewed by an independent and external audit teams. These returns are provided, in advance by private and secure email, to the Audit and Risk Management Committee of the Board of Trustees for review and discussion. The Audit and Risk Management Committee reviews and accepts the tax returns to be filed. By private and secure email, a copy of the tax return is made available to all members of the Board of Directors prior to being filed. Once all reviews are done, and after the Vice President for Finance's final review, the tax returns are electronically filed.”

“Dominican University has a written Conflict of Interest Policy that has been approved by the Board of Trustees. It covers each Board of Trustees member, Officers and Key Employees (covered members) of the University. The Policy requires, annually, that each covered member reviews the policy and expressly discloses any possible personal, family, or business relationships that could give rise to a conflict involving the University. The scope of a conflict would include any material facts of a proposed transaction, and the covered person's interest or relationship in respect to that transaction. The University's Management follows up to ensure timely responses are received, and reviews the responses to determine whether conflicts exist. If a conflict exists, the covered member (Board of Trustees member) may not be included when the Committee takes action on the proposed transaction, but can be included in the quorum count.”

“Annually, compensation for the President of the University is determined by the independent Board of Trustees who determines the President's compensation based on external, comparable data. Separately, the Human Resources Director provides salary data based on relevant benchmarks. Bonuses and other indirect compensation is based on meeting stated goals which are approved by the Executive Committee of the Board of Trustees. These items and details are included in the President's contract.”

“The University makes Federal Form 990 available to the Board of Trustees by sending the report, prior to filing, through a secure and private email site. The Form 990 is available to others upon request. Also is available for public information through specific external websites.”

“Dominican University makes its governing documents, Conflict of Interest Policy, and Financial Statements available upon request.”

“Gross rents are from rental use of space at the University's Priory campus for students who are taught to speak english as a second language. It generated $218,616 in revenue in fiscal year 2018. This activity is within the scope of the University's tax-exempt status.”

“The University receives gifts of stock from donors. These are maintained at our custodial contract, Charles Schwab. On occasion, stocks are sold and a net gain or loss is generated. This activity is typically and immediately reinvested into newer stocks. No amounts were received in FY 2017-18 and in FY 2016-17, respectively.”

“Dominican University issued 234 Forms 1099 Miscellaneous, and 4 1099 R forms for annuities.”

“Dominican University issued 1768 Forms W-2 for calendar year 2017 to Faculty, Staff and Students.”

“Unrelated Business Income is comprise of rental use of one of our facilities, and mostly an outside vendor, English as a Second Language. These meet tax exempt status and are not reported.”

“United Kingdom (England, Northern Ireland, Scotland, and Wales).”