Midwestern University Properties Corp

“Midwestern university and its related organizations has a midwestern university board of trustee approved written document retention and destruction policy.”

“The properties corp relies on midwestern university to determine the compensation of its officers. Midwestern university adopted a comprehensive executive compensation review system in 1995 and has followed the policy throughout the years. The policies and practices have ensured a consistent methodology for all academic deans and officers of the university and the executive compensation committee of the board of trustees (the "compensation committee"). The compensation committee is composed of trustees without a conflict of interest with respect to compensation arrangements which it approves. The compensation committee chair engages an outside compensation consultant to benchmark the salaries and benefits of the administrative personnel of midwestern university. Merit increases are awarded based on comprehensive written performance appraisals, external market and comparability data and internal equity. The compensation committee reviews all performance appraisal forms, including a comprehensive review of the performance of the president, chief executive officer that is distributed to every member of the board of trustees, and collected and evaluated by the chairman of the board. The compensation committee meets at least twice a year. One meeting is held exclusively to review the pertinent data and president's performance and may include the external consultant during the meeting. The president is not included in this meeting. Minutes of all compensation committee meetings are written and maintained in the office of the president ceo. Beginning in fiscal 2018 and every consecutive year, korn ferry hay has been engaged to complete a comprehensive review of both total compensation and executive benefits of all senior administrators of midwestern university. Their complete and comprehensive study was presented to the executive compensation committee of the board of trustees. The compensation committee of the board of trustees approves their analysis and recommendations. This is an annual process that has been in place for the past 30 years.”

“The university has a board of trustee approved written whistleblower policy in place and has implemented policies and procedures encouraging employees to come forward (whether through an open door policy or a confidential phone line in the president and ceo offices) with information on various improper activities, specifies that the individuals will be protected from retaliation, identifies staff and management personnel to whom such information can be reported, and assures that such information will be reviewed and acted upon by management as appropriate.”

“The sole member of the corporation is midwestern university, an illinois not-for-profit corporation.”

“The board of directors shall consist of three (3) directors, who shall be elected by the corporate member.”

“The board of directors may exercise the following powers only with the prior approval of the corporate member: (a) amendment, restatement or repeal of these bylaws or of the articles of incorporation of the corporation. (b) any merger, consolidation or voluntary dissolution, or the creation of any subsidiary or affiliate, of the corporation. (c) the sale or transfer of any of the assets or property of the corporation having a reasonable value in excess of $25,000. (d) the expenditure, whether by way of purchase, lease, mortgage or otherwise of more than the amount specified from time to time by resolution of the corporate member, or the entering into or execution of an agreement or contract (or any amendment of such) which, during its term, obligates or may obligate the corporation to expend in excess of said specified amount, except with respect to such expenditures or transactions previously approved by the corporate member as part of any capital or operational budget or plan. (e) any borrowing in excess of $100,000, or any borrowing, arrangement or transaction, regardless of the amount involved, which is secured by, or in which is given, a mortgage, pledge, assignment or lien on or against all or any portion of the corporation's real property, assets or other property. (f) approval of all annual and long-term capital and operational budgets or programs and all changes to or actions that may have a substantial impact upon such budgets or programs. (g) any guaranty of the debt or obligation of another. (h) selection or change in the corporation's outside auditors, legal counsel, or insurance programs or arrangements. (i) any application for a government grant. (j) the selection, election, removal or change of the officers of the corporation, and the offices to be held by such officers, and any and all actions and matters relating to the compensation, benefits and terms of employment of the officers of the corporation.”

“Prior to filing, the 990 is prepared and reviewed by management of the properties corp along with the advice of the university's external auditors, attorneys and tax advisors.”

“Midwestern university has a written conflict of interest policy approved by the board of trustees. For the university and all of its related organizations, all officers, trustees, key employees and all faculty and staff are annually required to complete a conflict of interest questionnaire and disclose all conflicts of interest. Questionnaires are returned to the president of the university, for review and annual approval. A committee of the board of trustees meets as necessary to review and resolve any potential conflicts of interests reported on the questionnaires involving a trustee, officer, or certain key employees. The president, as designee of the board committee, reviews and resolves matters involving other individuals who receive the questionnaires. Procedures for addressing actual or possible conflicts are set forth in the board approved conflicts of interest policy statement. Records of any proceedings are kept, and annual reports of the activities, reviews and resolutions regarding conflicts of interest are made to the board of trustees.”

“Midwestern university and its related organization's governing documents and conflict of interest policy are not made available to the general public. The 990 is available on guidestar.com, irs.gov and also at each of the university's two campuses. The financial statements and pertinent operating statistics are available at www.dacbond.com.”

“Year ended june 30, 2024 the employees of midwestern university properties corp. Are included on the form 941 filed by midwestern university, fein: 36-3377698”