College of St Scholastica Inc

“The executive committee, all of whom shall be voting trustees, shall include the president of the college, the president of the benedictine sisters benevolent association, the chairperson and vice chairperson of the board, and the chairpersons of all board standing committees. The chairperson shall insure there is at least one (1) representative nominated to its board by duluth benedictine ministries, in addition to the president of the benedictine sisters benevolent association, on the executive committee. The chairperson can appoint up to two (2) additional members to the executive committee. The purpose of the executive committee is twofold: 1) it shall serve at the pleasure of the board as its agent in helping the president to address business matters between regular board meetings; and 2) it shall assist the chairperson and the president in their joint responsibility to help the board to function effectively and efficiently by suggesting board meeting agenda items and periodically assessing the quality of committee work. The committee shall have authority to act for the board of trustees on all matters except for the following which shall be reserved for the board: presidential selection and termination; trustee and board officer selection; changes in institutional mission and purposes; changes to the bylaws, charter, or articles of incorporation; sale of college assets or tangible property valued greater than $1,000,000; and adoption of the annual budget. In addition to its authority to take action on business matters which cannot be deferred until the board's next scheduled meeting, the executive committee shall oversee the work of board committees, the college's planning process or progress on planning goals, the board's responsibility to support the president and assess the president's performance, and review annually the president's compensation and conditions of employment. The president shall not have a vote in the assessment of this performance assessment nor in the determination of compensation and conditions of employment.”

“College of st. Scholastica amended its bylaws in october 2023 to reflect the following changes: - the composition of the governing body was updated to consist of no less than 25 trustees. - membership in the voting board of trustees shall include at least four representatives of the benedictine sisters of st. Scholastica monastery, which includes the president of the benedictine sisters benevolent association and at least three persons nominated by duluth benedictine ministries. - authority was granted to the board of trustees to appoint a replacement to the president of the college for when they are incapacitated or unwilling to act. - in the event that the board creates a search committee in connection with the search and election of a new president of the college, the chairperson of the board shall appoint two representatives: one representing the benedictine sisters benevolent association, and one representing duluth benedictine ministries to such committee. The board of directors of the benedictine sisters benevolent association and the governing body of duluth benedictine ministries shall nominate such representatives.”

“The presidency of the benedictine sisters benevolent association, representatives from duluth benedictine ministries, and the president of the college's alumni association are voting members of the board of trustees and are elected through their respective associations. Additionally, the board of trustees shall appoint to membership a faculty member elected by the faculty assembly, a student appointed by the student senate, and a representative of the college staff. These three representatives shall have voice but no vote at board meetings, but may vote at committee meetings in situations where non-board members are able to vote.”

“As sponsor of the college, duluth benedictine ministries holds certain reserved powers which are exercised by its governing body. With regard to the mission and the mission statement, duluth benedictine ministries reserves the power to withhold approval of any action of the board of trustees of the college which may, intentionally or unintentionally, change the mission or mission statement of the college. Further, duluth benedictine ministries maintains the authority to review annual plans and evaluations relating to mission effectiveness conducted by the college. The benedictine sisters of st. Scholastica monastery reserve the power to withhold approval of any action of the board of trustees of the college which may intentionally or unintentionally: change the canonical sponsorship, result in a transaction or activity inconsistent with the college's canonical relationship with its sponsor or modify article xii, sections 6 and 7, article xiv committees, section 4, and article xv section 1 of these bylaws; alter the real estate holdings of the college or those lands or buildings leased to the college by the benedictine sisters, subject to the leases between the benedictine sisters benevolent association and the college; change the provision in article iv, section 1 which requires up to 25% but not fewer than four (4) of the voting trustees to be representatives of the benedictine sisters benevolent association, to include the president of the benedictine sisters benevolent association and not fewer than three (3) persons nominated by duluth benedictine ministries.; the benedictine sisters benevolent association also reserves the power to withhold approval of any merger, consolidation, liquidation or dissolution involving the college.”

“The 2023 form 990 was prepared by the college's finance department staff with the college's independent audit firm completing the return in its proper format. The form 990 was then reviewed for accuracy and compliance with tax law and form instructions. Subsequent review by the assistant director of finance and the lead financial analyst is conducted prior to a draft being provided to the college's board of trustees as well as the college's audit & finance committee prior to filing with the irs. The board of trustees, as a whole, does a final approval following the actions of the audit & finance committee at the next scheduled meeting.”

“All committee members, including trustess and non-voting members, are required to disclose to the board any possible conflict of interest at the earliest practical time. Trustees may not vote on any matter under consideration at a board or committee meeting, in which he or she has a conflict of interest. The minutes of each meeting reflect that a disclosure was made and the trustee having a conflict of interest abstained from voting. Any trustee who is uncertain whether a conflict of interest may exist in any matter may request the board or committee to resolve the question by majority vote. Employees should avoid any situation which could be construed as a conflict of interest. Violations are reported to the employee's supervisor, department vice president or director of human resources. Allegations are investigated fairly and thoroughly. If confirmed by employee or investigation disciplinary actions may result.”

“Recruitment and retention of a well-qualified individual into the leadership role of president is vital to the success and growth of the college. To support these efforts, the college has created a methodology to determine a competitive wage structure for this position. The primary source for salary data are outside surveys used for benchmarking. Data is collected on a variety of factors that enable the college to create a comparative group of colleges that most resemble st. Scholastica. Specific wage data is presented to the executive committee of the board of trustees by the vice president for human resources in the fall of each year. This committee reviews the president's performance over the previous fiscal year and prepares a salary recommendation for full board approval at its annual october meeting. The president's new wage goes into effect the following january 1. The process described here was last completed in 2023. Recruitment and retention of well qualified individuals into the leadership roles of vice president/other key employees are vital to the success and growth of the college. To support these efforts, the college has created a methodology to determine competitive wage structures for these positions. The primary source for salary data are external surveys such as the annual cupa administration compensation salary survey. Data is collected on a variety of factors that enable the college to create a comparator group of colleges that most resemble st. Scholastica. Each vice president title is evaluated separately and the median of the resulting range becomes the midpoint or target wage for that job. In order to maintain internal equity, this same comparator group is used to create salary ranges for all vice president positions. Although cupa is the primary source for salary data, the college also checks the cpi and other wage related data on an annual basis to ensure wage structures are built on sound economic principles and reflect current compensation trends. This process was last completed in 2024.”

“The college's governing documents, conflict of interest policy and financial statements are available upon request. Additionally, the college's conflict of interest policy and financial statements are available on the college's website.”

“Adjustment in actuarial liability for annuities payable 17,415.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”