Dominican University

“The affairs of the University are managed by the Board of Trustees. The Board of Trustees have exclusive responsibility for the determination of policy for the Corporation, including the general outlines of procedures essential to implement policy, but the administration of the ordinary activities of the University shall be conducted by the officers and other persons appointed by the officers for that purpose. Subject to the rights of the Members, the responsibilities of the Board of Trustees include, but are not limited to, the following: (a) Appoint or remove the President and other officers of the University in accordance with these Bylaws; (b) Approve degrees in courses upon the recommendation of faculty and honorary degrees on the recommendation of the President; (c) Grant tenure upon the recommendation of the President; (d) Establish and review the educational programs of the University; (e) Oversee long-range planning which ensures that goals, programs, services and functions of the University are consistent with the mission and with educational needs and opportunities; (f) Authorize any changes in tuition and any material changes in fees within the University; (g) Establish annually the budget of the University, which shall be submitted to it upon recommendation of the Finance and Investment Committee; (h) Authorize the construction of new buildings and renovation of existing buildings and assure the proper management of the physical plant; (i) Approve and participate in a comprehensive financial development program to add to the current, special and endowment resources of the University; (j) Authorize officers or agents of the University to accept gifts for the University; (k) Recommend to the Members the acquisition, purchase, sale, mortgage, lease, transfer or encumbrance of the real property owned or proposed to be owned by the University; (l) Require an independent yearly certified audit of financial accounts, records and resources by a certified public accountant. (m) Periodically review these Bylaws and recommend changes to the Members. The President of the University serves as an Ex Officio Trustee Member and has voting rights.”

“The President of the University, Ex Officio Member, has voting rights, but is not independent.”

“The Members of the University 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. 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. Any Member may resign by filing a resignation with the Elected Chair (unless the Elected Chair is the person resigning, in which case the resignation shall be filled with the remaining Members.) Unless otherwise stated in a resignation, it shall take effect when received by the person or person(s) to whom delivered as specified above, without any need for its acceptance. Any Member may be removed with or without cause by the affirmative vote of a majority of the Members. Members shall be the Prioress, general Councillors 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 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 ot 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. Members shall be the Prioress, general Councillors or delegates as determined by the Members, and the General Finance Officer of the Sinsinawa Dominican Congregation.”

“The Board of Trustees were comprised of 29 voting members, a faculty Trustee and a student Trustee. Several sub-committees of the Board, who act on behalf of the Board of Trustees, exist to manage specific meeting agendas. Written meeting Minutes are prepared at each sub-committee, and are brought forth to the Board of Trustees. Action items are approved by the Board of Trustees.”

“The Board of Trustees were comprised of 29 voting members, a faculty Trustee and a student Trustee. Several sub-committees of the Board, who act on behalf of the Board of Trustees, exist to manage specific meeting agendas. Written meeting Minutes are prepared at each sub-committee, and are brought forth to the Board of Trustees. Action items are approved by the Board of Trustees.”

“The tax returns are prepared by Management of the University and reviewed by an independent and external audit firms. These returns are provided, in advance by private 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 approves the tax returns. By private 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.”

“The University has a written Conflict of Interest Policy that has been approved by the Board of Trustees. It covers each Board of Trustee Member, Officers, and Key employees (covered members) of the University. The Policy requires, annually, that each covered member reviews the policy and discloses any possible personal, family, or business relationship that could give rise to a conflict involving the University. The scope of the conflict includes any material facts of a proposed transaction, and the covered person's interest or relationship in respect to the transaction. Management of the University follows up to ensure timely responses are received, and reviews the responses to determine whether a conflict exist. If a conflict exist, the covered member (Board of Trustees member) must excuse themselves from being included when the Committee takes action on a proposed transaction, but can be included in a quorum count.”

“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 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 Vice President for Finance. The compensation review process for the President, Officers, and Key employees is completed on an annual basis.”

“Dominican does not make its governing documents, conflict of interest policy, and financial statements available to the public but they are available upon requests.”

“Management of the University prepares the annual audit. Independent auditor teams audit the operational and financial data. Oversight of this process is the Audit and Risk Management Committee of the Board of Trustees, who appoints the independent audit firm.”