Resurrection University

“Members or stockholders 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.”

“Members or stockholders who may elect the annual meeting of the member, for the purpose of approving the election of the directors of the university of the board and the transaction of such other business as shall properly come before the member, shall be held at such date, time, and place as shall be determined by the chairperson of the member, or on such other date, and at such time and place, as is determined in accordance with the member's bylaws or by resolution of the member's board of directors (the "member board"). The member shall act hereunder by resolution of the member board or to the extent permitted by the member's bylaws or resolutions and the illinois not for profit corporation act through action taken by resolution of any authorized board committee or action of a senior management representative to whom the member has appropriately delegated applicable approval or other power. Actions by the member shall be appropriately documented in the member's board or committee minute or other member records, and communicated by the member's president or secretary to the university president or board chair.”

“Decisions subject to approval 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; the approval of a sale of significant assets, a merger, consolidation, reorganization, dissolution or liquidation with respect to the university, provided that, "significant assets" shall mean assets that 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 the 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 review process 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.”

“Conflict of interest policy monitoring & enforcement any director, officer, committee member, or employee who has a financial or personal interest 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 relationship, or other matter in which the university is involved.”

“Process for determining compensation compensation for the university's president 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 vp of student and employee affairs.”

“Process for determining compensation the university utilizes input from reviews of compensation figures of like-kind higher education institutions to establish base compensation for other officers and executives. This compensation is included in the operating budget which is reviewed and approved by the board. The university engages with an independent consultant to perform a thorough compensation review of the executive team from time to time.”

“How documents are made available to the public no documents are available to the public.”

“Organization's mission (continued) the university's purposes are to be carried out consistently with the ethical and religious directives for catholic health care services, as promulgated from time to time by the local archbishop (the "ethical and religious directives"). The purposes of the university include, but are not limited to: a) establish, maintain, operate, support an accredited, degree-granting institution in the field of nursing, and other health sciences and health care related fields; b) facilitate academic excellence and clinical competence through general, nursing and other health sciences and related education and training, c) prepare graduates to utilize theoretical knowledge and skills meeting the needs of individuals and groups in various health settings and to become responsible health care professionals who exemplify the highest legal, ethical and professional standards, d) serve as a resource and training facility for educational programming to support the growth and development of employees of the health system entities affiliated with the university and its member, e) employ faculty and staff who are academically and experientially qualified and who maintain expertise appropriate to teaching service and scholarly activities, f) ensure academic excellence through on-going evaluation of its operations, g) promote research related in health sciences, h) provide financial assistance to students and others based on financial need, within the means of the university, i) promote and participate in area-wide health education planning and in the effective delivery of nursing and other health sciences education services, and maintain appropriate relationships with the community, j) facilitate opportunities for students and faculty to participate in community activities fostering an appreciation of community involvement, k) receive contributions or grants from any and all sources to be used in furthering the foregoing purposes, l) act consistently with and in support of the mission and values of the health system, m) engage in and do any lawful act concerning any and all lawful business for which a not for profit corporation may be organized under the laws of illinois. Act concerning any and all lawful business for which a not for profit corporation may be organized under the laws of illinois.”