Resurrection University

“The Executive Committee may act on behalf of the Board during periods when the University Board is not in session, except to the extent prohibited by applicable law, the Articles of Incorporation or these Bylaws, when, upon the opinion of the Executive Committee, such action should not wait until the next Board meeting and, or as otherwise delegated by the University Board. The Executive Committee consists of the University Board Chair, the University Vice Chair, the Chairs of the Standing Committees, and the University President, each ex officio with vote.”

“Effective for the tax year beginning July 1, 2020 and ending June 30, 2021, the University became a fully autonomous university with no member or related religious affiliation. The bylaws were updated to reflect that the university no longer has such a member or related religious affiliation. In the updated bylaws, the following are no longer explicitly Powers, Duties and Responsibilities of University Board. - Review annually the terms and conditions of employment and the base and total compensation salary schedules of University executives, to confirm consistency with higher education practices for comparable organizations, policies and applicable law. - Review and Approve University tuition and fees. - Authorize the University President and/or other Officers or employees of the University to deposit and/or draw monies from such banks and depositories holding such monies, upon such terms and conditions as the University Board may determine proper, consistent with applicable Health System policies. - Authorize appropriate agents to establish, maintain and oversee affiliation and clinical training sites, and other contracts with business and industries. The following are now explicit Powers, Duties and Responsibilities of the University Board. - Approve the incurrence of any indebtedness or modification of any existing debt facility and/or entry into long-term leases in accordance with the University Corporate Authorizations Approval Policy as amended from time to time. - Approve investments in and acquisitions of any debt issued by any third party. - Approve a sale of significant assets, a merger, consolidation, reorganization, dissolution, or liquidation with respect to the University. - Amend the Articles of Incorporation and/or Bylaws of the University.”

“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.”

“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 of a committee thereof by a University board of 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. It is noted that board members are given the opportunity to disclose any conflicts at each and every board meeting. It is further noted that there is also an annual disclosure process.”

“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 University participates in the CUPA-HR Salary Survey each year. The University Board of Directors retains a outside consulting firm to complete a compensation review for the President. The most recent review was conducted in the Summer 2021.”

“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.”

“Governing documents, conflict of interest policies and financial statements are not required disclosures pursuant to internal revenue code (IRC) section 6104. These documents are not available to the public at this time.”

“The purposes of the University include, but are not limited to: A) establish, maintain, operate, support an accredited, degree-granting institution; B) facilitate academic excellence through education and training; C) employ faculty and staff who are academically and experientially qualified and who maintain expertise appropriate to teaching service and scholarly activities; D) ensure academic excellence through on-going evaluation of its operations; E) provide financial assistance to students and others based on financial need, within the means of the University; F) facilitate opportunities for students and faculty to participate in community activities fostering an appreciation of community involvement; G) receive contributions or grants from any and all sources to be used in furthering the foregoing purposes; H) act consistently with and in support of the mission and values of the University; I) 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.”