Midwestern University Foundation

“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.”

“Midwestern university has a 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. In fiscal 2019 korn ferry hay was 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 25 years, however, korn ferry hay was recently engaged to replace the prior firm.”

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

“The president shall be appointed by the corporate member; the corporate member elects/approves directors.”

“The board of directors shall not exercise the following powers without the approval of the corporate member: (i) amendment, restatement, or repeal of these bylaws or the articles of incorporation of the corporation. (ii) any merger, consolidation or voluntary dissolution, or the creation of any subsidiary or affiliate, of the corporation. (iii) the sale or transfer of any of the assets or property of the corporation having a reasonable value in excess of $25,000 except for the transfer of assets or property to the corporate member. (iv) 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. (v) any borrowing, regardless of the amount involved, either secured or unsecured, whether in the nature of a mortgage, pledge, assignment or lien on or against all or any portion of the corporation's real property, assets or other property, or in any other form. (vi) 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. (vii) any guaranty of the debtor obligation of another. (viii) selection or change in the corporation's outside auditors, legal counselor, insurance programs or arrangements.”

“The 990 is prepared and reviewed prior to filing by management of the foundation along with advice of the university's 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.”

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

“For the year ended june 30, 2019 the employees of midwestern university foundation are included on the form 941 filed by midwestern university, fein: 36-3377698”

“Net asset transfer from affiliates - 2560136;”