Viterbo University

“The corporation has no capital stock but does have members at all times. The members of the corporation shall be those persons who are elected members of viterbo ministries, and who have the titles of chairperson, vice chairperson, secretary, treasurer, and such other officers as may be elected from time to time by the members of viterbo ministries. Each member is entitled to one vote and may hold office in the corporation.”

“Powers of the members include: to change philosophy, objectives, and purposes of the corporation; to elect members of the board of trustees; to amend, alter, modify, or repeal articles of incorporation and/or bylaws; to merge or consolidate the corporation with another organization; to dissolve or terminate the corporation and determine final distribution of assets; to require a certified audit of corporate funds at any time.”

“The following actions require approval by the members: appointment of the president of the corporation; acquisition, purchase, sale, lease, transfer, mortgage, pledge, or encumbrance of any real estate or of any substantial part of other assets of the corporation; any negotiation resulting in an increment or additions to the debt of the corporation that exceeds $2,500,000; any borrowing not indicated in the capital or operating budgets of the corporation; the acceptance of any contracts where the expenditure of obligation incurred is in excess of $2,500,000.”

“The form 990 is reviewed in full by management. The form (with schedule b omitted) is then made available to the board of trustees audit committee and full board of trustees via an online platform. The form is then filed with the irs.”

“It is the responsibility of each trustee to disclose any duality of interest or possible conflict of interest and to make this a matter of record either through an annual process or when the interest becomes a matter of board action. Any trustee having a duality of interest or a possible conflict of interest on any matter should not vote or use his/her personal influence on the matter and he/she should not be counted in determining the quorum for the meeting. The minutes of the meeting should reflect that the disclosure was made, and abstention was made from voting in the quorum situation. This duality of interest should not be construed as preventing the trustee from briefly stating his/her position in the matter or from answering pertinent questions of other trustees since his/her knowledge may be of assistance. Any potential and actual conflicts are reviewed by and addressed by legal counsel.”

“The board of trustees approves all compensation and completed a compensation study in 2024. For the president: waicu data is used for benchmarking. For all officers/administrators: cupa data is used for benchmarking.”

“AVAILABLE UPON REQUEST.”