Gustavus Adolphus College

“The executive committee shall consist of the Chair; each Vice Chair; the President; the Secretary, if the Secretary is a director; the immediate past Chair for one year after leaving office, if the immediate past Chair continues to be a director; the President of the Gustavus Adolphus College Association of Congregations; and up to four and not fewer than two additional directors elected at the annual meeting for one-year terms. The Secretary, even if not a member, shall attend executive committee meetings in order to take minutes, unless the committee determines that the matters under consideration would render such attendance inappropriate. The executive committee shall undertake any duties assigned to it by the Board; assists the Chair and the President with their shared responsibility for effective Board operations by, among other things, participating in the preparation of Board-meeting agendas; and take any action for the Board that the executive committee determines must be taken before the Board meets again, endeavoring always to preserve for the Board the fullest possible flexibility for addressing the matter at its next meeting. The committee shall have the authority to act for the Board on all matters except for the following, which are reserved for the Board; presidential selection and termination; director and Board officer elections, changes in institutional mission and purpose and changes to the Articles of Incorporation or the Bylaws. The executive committee shall provide to all directors prior to each Board meeting minutes of all executive committee meetings that have taken place since the previous Board meeting, and such minutes disclose all action as taken by the executive committee.”

“Two directors have dependents at the College who receive financial aid. One director has a spouse who is employed by the College, one director is employed by the College and one director has a reportable business relationship with the College. See Schedule L for disclosures.”

“Directors Marcia Page and George Hicks - Business Relationship, Directors Marcia Page and Edward Drenttel - Business Relationship.”

“The Board of Directors membership is established as follows: Board Composition - The Board of Directors shall consist of no fewer than twenty-eight and no more than thirty-four directors. All directors shall have equal voting rights. Ex Officio Directors - So long as they hold office, the President of the College, the Bishop of the Southwestern Minnesota Synod of the ELCA, and the President of the Gustavus Adolphus College Association of Congregations (the "Association") shall be directors. Alumni Association Directors - The Board of Directors of the Gustavus Adolphus College Alumni Association, acting in consultation with the Board, shall be entitled to appoint two Alumni Association directors, each of whom may serve as an Alumni Association director for up to four consecutive years. ELCA Director - The ELCA may designate as a director a member of the churchwide staff with responsibility for higher education. Elected Directors - Elected directors of the Board shall be elected by the Association at its annual meeting. The Board shall serve as the nominating committee to the Association for the selection of candidates to serve as elected directors of the Board. The composition of the elected directors of the Board shall be no fewer than twenty-four (24) and no more than twenty-eight (28) directors. At least twelve (12) elected directors, the exact number to be determined by the Board, shall be at-large directors nominated by the Board and elected by the Association without contest. At least twelve (12) but no fewer than half of the elected directors must be members of congregations that are members of the Association, and at least four of these must be rostered ELCA clergy. Term - Elected directors shall serve three-year terms, beginning with the call to order of the Board's annual meeting and ending with the call to order of the Board's annual meeting three years later. To the extent possible, the Board should stagger elections so that the terms of approximately one-third of elected directors expire each year. Nomination - Before the Association's annual meeting each year, the Board of Directors shall nominate a slate of candidates for election.”

“Federal Form 990 (the 990) was prepared by the Director of Tax and reviewed by the Controller and CFO, Vice President for Finance and Treasurer. On February 6, 2019, a draft of the 990 was distributed to the Board of Directors. Inquiries from the Directors were communicated to the Audit Committee chair and discussed at the Audit Committee meeting. In addition, a summary of all disclosures from the annual representation letters (Directors) and the questionnaires (Directors, officers and highly compensated employees) was presented to the Audit Committee for their review. On February 13, 2019, the Audit Committee of the Board of Directors reviewed and accepted the draft 990 for filing with the IRS.”

“The College has a written conflict of interest policy that pertains to its employees. This policy is one of several "All College Policies" that are published on the College's website. The conflict of interest policy is designed to help officers and employees of the College identify situations that present potential conflicts of interest, along with following written procedures in the event that there is a conflict of interest. The policy is intended to comply with the procedure prescribed in Minnesota Statutes, Section 317A.255, and governing conflicts of interest to nonprofit corporations. The President and the CFO, Vice President for Finance and Treasurer monitor and enforce the College's conflict of interest policy relating to its employees. In addition, a questionnaire is completed by all officers and key employees on an annual basis that documents any activity that could give rise to conflicts of interest. These questionnaires are reviewed by the President and the CFO, Vice President for Finance and Treasurer. The College has a separate written conflict of interest policy that pertains to all members of the Board of Directors. The policy discloses the importance of exercising integrity and objectivity in making decisions. It further provides disclosure requirements and procedures for abstaining and documentation of meeting minutes when there is a conflict of interest. At the beginning of May 2017, the Chair of the Board of Directors requested that the President's Office distribute this policy to all Directors, along with an annual representation letter, indicating that the director has read, understands and discloses whether or not there are any circumstances leading to a conflict of interest. At the June 23, 2017 Board of Directors meeting, the Chair of the Board of Directors requested that all Directors read the conflict of interest policy, determine if they had any questions, and complete the annual representation letter on a timely basis. From a governance perspective, the Directorship Committee of the Board of Directors is specifically charged with overseeing compliance with this policy (page two of the Directorship Committee Charter). Chairs of individual committees are charged with following the procedures for voting when there is a conflict of interest, along with documentation of those procedures in the meeting minutes. All Directors complete the questionnaire described above in the first paragraph and return them to the CFO, Vice President for Finance and Treasurer.”

“The President's compensation is reviewed annually by the executive committee of the Board of Directors in accordance with College's By-Laws using compensation data from comparable institutions. The results of this review are not currently documented in the executive committee minutes. However, the committee has implemented new procedures to document this deliberation process and final approval of the President's compensation package in fiscal year 2019. The President reviews compensation surveys and the compensation of all vice presidents on an annual basis in accordance with the College's By-Laws. The President approves and signs all vice president contracts. The compensation of all interested persons on Schedule L, Part IV is reviewed by independent persons.”

“The audited financial statements of the College for the year ended May 31, 2018 are found on the College's website. The following documents are available for public inspection in the President's Office, located in the Carlson Administration Building on the campus in St. Peter, MN: Articles of Incorporation, Bylaws and Conflict of Interest Policy.”

“With the exception of auxiliary services revenue reported on Line 4c, all grants expense and program revenue receipts have been included on 4a since students are billed a comprehensive fee and an allocation by program service achievement area is not practical.”

“Adjustment of Actuarial Liability $97,471 and Loss on Debt Refinancing $(1,139,337)”