College of St Benedict Business Off

“Voting members who are not independent: laurie hamen, the csb president, and james mullen, the sju president, are the two voting members of the governing body that were not independent at the end of the tax year.”

“CHANGES TO ARTICLES OF INCORPORATION & BYLAWS: 1) The number of governing body members went from 40 or less to 44 or less 2) The president of College of Saint Benedict is shared with St. John's University 3) The new Bylaws provide detailed descriptions of the following: - Distribution of assets upon dissolution - Quorum, voting rights, and requirements of the governing body members - Policies and procedures regarding compensation of officers and conflicts of interest - The composition and procedures of an audit committee”

“Board of trustees: the members of the corporation shall consist of the officers of the sisters of the order of saint benedict and are referred to as the corporate members.”

“Members with the power to elect or appoint other members: as stated in the articles of incorporation, the corporate members retain the following reserved powers 1) appoint those persons who serve as voting members of the board of trustees.”

“Governance decisions reserved to members other than the governing body: as stated in the articles of incorporation, the corporate members retain the following reserved powers 1) appoint those persons who serve as voting members of the board of trustees 2) approve any merger, acquisition, or dissolution of the corporation 3) approve the sale or encumbrance of all or substantially all of the assets of the corporation 4) amend the articles of incorporation or 5) make and amend the bylaws of the corporation. The corporate members are the sisters of the order of saint benedict.”

“Process to review form 990: the form 990 is prepared and reviewed by an independent accounting firm. The audit committee chair reviewed the full disclosure copy of the form 990. The subcommittee of the board of trustees known as the audit committee reviewed the public disclosure copy of form 990 during the spring meeting prior to filing the form and the public disclosure copy of form 990 was made available for review by all board members prior to filing.”

“Monitoring and enforcment of compliance with conflict of interest policy: the conflict of interest policy covers trustees, executive officers, and members of committees with board designated powers. Each covered person is required to annually sign a statement affirming that they have received, read and understood, and agreed to comply with the policy. In connection with any actual or possible conflicts of interest, an interested person must fully disclose the existence and nature of his or her financial interest and all material facts to the board chair. After full disclosure of the financial interest and all material facts, and after any discussion with the interested person and the interested person wishes to proceed with the disclosed matter, the board chair will refer to the executive committee of the board for its determination to whether or not a conflict of interest exists. An interested person may make a presentation at the board or executive committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. The interested trustee is not counted for determining the presence of a quorum. The minutes of the board and the executive committee document all proceedings resulting from potential or actual conflicts of interest including the names of the persons with an actual or possible conflict of interest, the nature of the interest, any action taken to determine whether a conflict of interest was present, and the decision as to whether a conflict of interest existed. The minutes also report the names of the persons who were present for discussions and votes relating to the transaction, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.”

“Process to determine president and officer compensation: in accordance with the employee handbook, the compensation plan is designed to ensure positions are competitively valued relative to comparable jobs in the market. The human resources department does a comparison of job descriptions to position descriptions in the marketplace annually. The comparison for administrative and support staff positions are approved by the president or board of trustees and a salary range is created based on this comparison. Faculty salaries are compared to a market basket of similar institutions. Salaries for the president, the provost, and the vice president for finance and administration are reviewed and determined by the board of trustees. The positions are compared to similar institutions of higher education with respect to enrollment, budget, and carnegie classification found in the college and university personnel association salary survey. The executive compensation committee, a sub committee of the board of trustees, conducted the most recent review in june of 2022.”

“Availability of governing documents, coi policy, form 990, and fs: governing documents and conflict of interest policy are not available to the public but would be made available upon request. The financial statements are available on the college's website.”

“Description of the organization mission: the mission of the college of saint benedict is to provide for women the best residential liberal arts education in the catholic benedictine traditions. The college fosters integrated learning, exceptional leadership for change and wisdom for a lifetime.”

“Changes in net assets: adjustment of actuarial liability -$227,488”