Resurrection University

“Form 990, Part VI, Line 6 The University shall have one member, which shall be the Parent Corporation (the "Member"). New members may be admitted only by the written consent of the sole Member.”

“Form 990, Part VI, Line 7a No less than nine (9) Directors shall be qualified individuals who do not (and do not have immediate family members who) have a governance or management role, a vendor relationship (either directly or indirectly through an immediate family member), or other financial or contractual relationship (other than as a donor) or are otherwise affiliated, with the University, System Parent or any Affiliate ("Community Director"). "Qualified individuals" are reputable individuals who are academically and experientially qualified to fulfill the duties of a Director and further the mission of the University. Notwithstanding the foregoing, one (1) Community Director shall be the president of the Resurrection University Alumni Association ("RUAA"), who shall serve ex officio, with vote. The Member shall have the right, upon University Board approval, to fill any vacancy of an At Large Director appointed by the Member pursuant to Section 3.4(c) of these Bylaws. At a meeting of the Member, the Member shall vote to approve or reject any or all of the Directors selected by the Director Nominating and Development Committee. In exercising the Member's approval and rejection rights, the Member shall give deference to the judgment of the Director Nominating and Development Committee and may only oppose a nominee to the University Board for specified reasons relating to a proposed Director's qualifications or character. The Member shall have the right to remove an At Large Director at any time and for any reason upon written notice to the University Board. The Member may only remove a Director, other than an At Large Director appointed by the Member pursuant to Section 3.4(c) of these Bylaws, for cause upon notice to the University Board of the specified reasons relating to a proposed Director's qualifications or character. When vacancies on the University Board occur by reason of death, resignation, removal or otherwise, other than for the University President or the president of RUAA, who serve ex officio, the vacancy shall be filled by the University Board, subject to ratification by the Member at its next regular meeting in its capacity as sole Member. Any vacancy in the office of the At Large Director appointed pursuant to Section 3.4(c) shall be filled by the Member.”

“Form 990, Part VI, Line 7b The University Board shall not be authorized to act in connection with the following without the approval of the Member: Acquisition of capital assets not included in the Annual Capital Budget required pursuant to Section 7.7; The approval of a sale of significant assets, a merger, consolidation, reorganization, dissolution or liquidation with respect to the University, provided that for purposes of this Section 3.3, "significant assets" shall mean assets which are necessary for the operations of the University, unless such assets are sold in the ordinary course of business, pursuant to approved budgets, or replaced with substantially similar assets; The incurrence of any indebtedness or modification of any existing debt facility; provided, however, the University may enter into operating leases in the ordinary course of business from time to time without the consent of the Member; Invest in or acquire any debt or equity securities issued by any third party, other than investments within the guidelines of the investment policy established for the University consistent with the social responsibility and general prudent investment guidelines for all Member's affiliate corporations and routine investment of excess cash or reserves; Amend the Articles of Incorporation of the University; Set up a subsidiary of the University or otherwise enter into a joint venture with an unrelated third party, or invest in or own all or a portion of the shares, securities, or equity interest in another entity; Select or modify any business name or logo of the University, including any assumed or d/b/a names; or Take any action not in the ordinary course of the University's business or any action that may adversely impact any of the Member's rights as a member of the University, whether pursuant to the Illinois Not for Profit Corporation Act or under these Bylaws.”

“Form 990, Part VI, Line 11b Prior to filing the Form 990, it is reviewed and approved by the University's Finance, Audit, and Compliance committee. The review involves an in-depth presentation by University staff to the Committee. The Committee will also review the overall accuracy and completeness of the 990. Prior to filing the Form 990, the draft return is also provided to the remaining voting members of the University's Governing Body. They will review the draft return for overall accuracy and completeness. The President and CFO will also review the 990 for overall accuracy and completeness.”

“Form 990, Part VI, Line 12c Any Director, Officer, committee member, or employee who has a financial or personal interest (as defined in Section 6.3 below) in a contract or other transaction presented to the University Board or a committee thereof, or to the University President or other authorized Officer for authorization, approval, or ratification, shall make a prompt and full disclosure of such interest to such authorizing body or Officer prior to such a body's or Officer's formal consideration of and action on such contract or transaction. Such disclosure shall include any relevant and material facts known to such person about the contract or transaction which might reasonably be construed to be adverse to the University's interest. If the disclosure is made to the University Board or a committee thereof by a University Board or committee member, such body shall determine, by a majority vote (at a meeting at which the person with the potential conflict is not present, except to the extent necessary to respond to questions regarding the potential conflict and does not vote), whether the disclosure shows that a conflict of interest exists or may reasonably be construed to exist. If a conflict is deemed to exist the Director or committee member having the conflict shall not vote on, nor use his or her personal influence on, nor be present or otherwise participate in, the discussions or deliberations with respect to such contract or transaction. Such person shall not be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion. The minutes of the meeting shall reflect the disclosure made, any vote thereon and, where applicable, the abstention from voting and participation, and whether a quorum was present. Each Director, committee member, Officer, and key employee of the University shall complete an annual disclosure form as may be adopted from time to time by the University Board, for the purpose of disclosing any interest of such individual in any contract to which the University is a party or in any transaction, business relaitonship, or other matter in which the University is involved.”

“Form 990, Part VI, Line 15a COMPENSATION FOR THE UNIVERSITY'S PRESIDENT AND OTHER OFFICERS IS DETERMINED AND APPROVED ANNUALLY in AN executive session of the Board of Directors IN ACCORDANCE WITH WRITTEN POLICIES AND PROCEDURES ADOPTED BY ITS BOARD OF DIRECTORS. THE UNIVERSITY USES MARKET DATA PULLED FROM COMPENSATION FIGURES OF LOCAL AND LIKE-KIND HIGHER EDUCATION INSTITUTIONS TO ESTABLISH BASE SALARIES, BENEFITS, AND TOTAL COMPENSATION OPPORTUNITIES. THE BOARD OF DIRECTORS' REVIEW PROCESS AND DOCUMENTATION ARE FORMALIZED IN A LETTER TO the Director of HR.”

“Form 990, Part VI, Line 15b COMPENSATION FOR OTHER EXECUTIVES ARE REVIEWED AND APPROVED BY THE BOARD THROUGH THE ANNUAL BUDGET PROCESS. THE UNIVERSITY HAS ENGAGED WITH AN INDEPENDENT CONSULTANT TO PERFORM A THOROUGH COMPENSATION REVIEW OF THE CURRENT EXECUTIVE TEAM DURING THE CURRENT FISCAL YEAR (2015).”

“Form 990, Part VI, Line 19 No documents available to the public.”