St. Olaf College

“Business Relationship: High Five King and Regent Gunderson”

“In August 2016, the St. Olaf Board of Regents approved a number of changes to the Articles of Incorporation and Bylaws. Significant changes to the Articles of Incorporation included the following:1)Replacing the ELCA Churchwide Assembly with the ELCA Church Council in the listing of members,2)Eliminating the detailed description of the composition of the Board. Significant changes to the Articles of Incorporation included the following: 1) Clarifying terms of office for elected Regents,2) Clarifying provisions for removing appointed Regents, 3) Adding a specific provision for confidentiality,4) Modifying provisions for officers of the Board, 5) Specifying that committees may include committee members who are not Regents, 6) Clarifying the voting requirements for members of the Executive Committee.”

“The members of St. Olaf Corporation shall be those individuals holding the following Positions and offices:(a) The members of the Evangelical Lutheran Church in America Church Council, or succeeding body of the Evangelical Lutheran Church in America or its successor, (the "Church Council"), as such members are appointed in accordance with the discipline and usage of the Evangelical Lutheran Church in America, or its successor. Such members of the Church Council shall remain members of the Corporation until they no longer serve as members of the Church Council: (b) The officers of the Evangelical Lutheran Church in America, or its successor:(c) The President of the Corporation: and(d) The members of the Board of Regents of the Corporation.”

“The management and direction of the business and affairs of St. Olaf Corporation shall be vested in a Board of Regents. To the extent consistent with the Articles of Incorporation and permissible under Minnesota Statutes Chapter 317A, the Bylaws of the Corporation shall specify the number, term of office, method of selection, removal, powers and duties of the Board of Regents of the Corporation, the time and place of their meetings, voting rights and such other regulations relating to the Board of Regents as may be desired.”

“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 March 7, 2018 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 2016, the committee's members were Lawrence Stranghoener Board Chair, Kristine Johnson Board Vice Chair, Jody Horner, Philip Milne, Timothy Maudlin, Kevin Bethke, Glenn Taylor and David Anderson President.”

“= -$0”

“Adj. to prior service costs and Retiree Heath Care Liability = -$586670”

“Adjustment to actuarial libility for annuities payable = $1563119”

“Loss due to refinancing = -$1306705”

“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.”