St. Olaf College

“Business Relationship: Former Regent Piper and Regent Johnson and Regent SalvesonBusiness Relationship: Regent Johnson and Regent GrottingBusiness Relationship: Regent Maudlin and Former Regent TomsonBusiness Relationship: Officer King and Regent GundersonBusiness Relationship: Regent Johnson and Regent Buck”

“In May 2015, the St. Olaf Board of Regents approved bylaw changes to 1) allow member participation in meetings by means of remote communication, 2) increase meeting quorum requirements to 20% from 10% of all members, including 50% of the voting members of the Board of Regents, 3) increase the percentage of membership required to call a special meeting of the Board to 10% from 2%, 4) maintain a board composition in which a majority of Regents are members of the Evangelical Lutheran Church in America (ELCA) or another denomination with which the ELCA or its successors has established full communion, 5)reduce the membership number of ELCA bishops from two to include membership of at least one bishop of the ELCA or a person who is widely recognized as a thought or practice leader in the ELCA, 6) eliminate the ability of a regent to give advance written consent or objection to a proposal to be acted upon at a meeting, and 7) change the term of the Board Chair to three years including a one-year additional term from a four year term. In May 2015 the St. Olaf Board of Regents also approved a revised mission statement reading St. Olaf College challenges students to excel in the liberal arts, examine faith and values, and explore meaningful vocation in an inclusive, globally-engaged community nourished by Lutheran tradition.”

“The Articles of Incorporation of St. Olaf College describe its members as being:(a) The members of the Evangelical Lutheran Church in America Churchwide assemblies entitled to vote at such meetings chosen in accordance with the discipline and usage of such Church, or its successor. Such members shall remain members of the Corporation until the convening of the succeeding Churchwide assembly of the Evangelical Lutheran Church in America at which time such members shall give place to the members entitled to vote at such succeeding Churchwide assembly, in accordance with the discipline and usage of said Church, or its successor.(b) The officers of the Church(c) The President of the Corporation, and(d) The members of the Board of Regents of the Corporation.”

“The primary decision-making members of the Corporation are the Board of Regents. However, the members of the Evangelical Lutheran Church in America Churchwide assemblies as well as the Officers of the Church are involved whenever changes are made to the Board of Regents or when the Articles of Incorporation are amended.”

“Certain decisions made by the Board of Regents, such as election of Regents and changes to by-laws, must be approved by all members of the Corporation.”

“To review the 990, the Board of Regents delegated the detail review process to the Audit Committee. On February 22, 2017 the Committee reviewed and approved the Form in its entirety. In addition, the form (not including Schedule B) was circulated to all members of the Board of Regents prior to the filing date.”

“On an annual basis, a Conflict of Interest Questionnaire is circulated to the Board of Regents and Officers. The Questionnaire requires the individual to disclose any relationships or transactions that would result or appear to result in a Conflict of Interest. The College collects and reviews the forms and discusses whether the appropriate actions have been taken in voting, discussions, and other meetings to properly recognize the conflict. Restrictions, such as being unable to participate in voting or discussions, may be imposed on any individual who has a conflict. These conflicts are additionally reviewed by the Conflict of Interest Committee, as well as the Board of Regents Audit Committee, on an annual basis in order to ensure the appropriate measures are being followed. In general, any identified conflict of interest is monitored by the Vice President and Chief Financial Officer(for financial statement reporting purposes) and the President's Office (to ensure compliance, proper considerations are made at meetings).”

“Comparative data for the President and his direct reports, which includes all Vice Presidents, is gathered from CUPA survey data from the 26 members of the Associated Colleges of the Midwest (ACM) and the Great Lakes Colleges Association (GLCA) and for the 24 St. Olaf "Peer Group" liberal arts colleges. The executive committee of the Board of Regents reviews this data and sets the salary for the President. The executive committee considers the recommendation the President makes regarding the other key officers and when the recommendations are approved, sets their salary. The Chair of the Board reviews the decision of the executive committee with the full Board of Regents during an executive session of the Board. The Chair of the Board sends a letter to the VP of Human Resources indicating the new salary for the President and documentation of the process followed to establish it. That letter is filed with Human Resources. The President reports the new salary for his direct reports, including all Vice Presidents, to Human Resources.”

“Comparative data for all Vice Presidents is gathered from CUPA survey data from the 26 members of the Associated Colleges of the Midwest (ACM) and the Great Lakes Colleges Association (GLCA) and for the 24 St. Olaf "Peer Group" liberal arts colleges. The executive committee of the Board of Regents reviews this data and sets the salary for the President. The executive committee considers the recommendation the President makes regarding the other key officers and when the recommendations are approved, sets their salary. The Chair of the Board reviews the decision of the executive committee with the full Board of Regents during an executive session of the Board. The Chair of the Board sends a letter to the VP of Human Resources indicating the new salary for the President and documentation of the process followed to establish it. That letter is filed with Human Resources. The President reports the new salary for his direct reports, including all Vice Presidents, to Human Resources.”

“The College's governing documents and conflict of interest policy are available upon request of the CFO's Office. The annual form 990, 990T, and financial statements are available on the College's website as well as upon the request of the CFO's Office.”

“The ByLaws, Article VII, section 7.04 states that "The Executive Committee of the Board of Regents shall be composed of those individuals designated by the Board of Regents from time to time. The Executive Committee shall act only during intervals between meetings of the Board of Regents and shall at all times be subject to the control and direction of the Board of Regents. During such intervals, and subject to such control and direction, the Executive Committee shall have and may exercise all of the authority and powers of the Board of Regents in the management and affairs of the Corporation, subject to such limitations as the Board of Regents may impose. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board of Regents." During tax year 2015, the committee's members were Lawrence Stranghoener, Kristine Johnson, Kevin Bethke, Philip Milne, Nancy Anderson, Glenn Taylor and David Anderson.”

“Adj. to Actuarial Liab. for Annuities payable = -$1175761”

“Adjustment to actuarial libility for annuities payable = $87671”

“Loss due to refinancing = -$1404070”

“St. Olaf College challenges students to excel in the liberal arts, examine faith and values, and explore meaningful vocation in an inclusive, globally engaged community nourished by Lutheran tradition.”