Luther Seminary Foundation

“The executive committee consists of 9 to 11 members, all of whom serve on the board of the governing body. The executive committee may act on behalf of the board as so called upon.”

“The foundation's bylaws were amended to clarify the responsibilities and authorities of the board of trustees and the officers.”

“The sole member of the corporation is the beneficiary, luther seminary.”

“The board of directors of the luther seminary appoints all of the trustees of luther seminary foundation. At least one and no more than one-third (1/3) of the appointed members of the board of trustees are directors of the luther seminary.”

“To be effective, any amendment must be approved both by the sole voting member and by a majority of the trustees. The by-laws may be amended by the board of trustees, as provided by law, subject to the power of the sole voting member, as provided by law, to adopt, amend, or repeal by-laws adopted, amended, or repealed by the board of trustees.”

“The finance and administration committee reviewed and approved the form 990 and sent its report of approval to the board. The board approved the report. The form 990 is made available to all members of the board prior to filing the return with the irs.”

“Prior to board action on a contract or transaction involving a conflict of interest, a trustee must disclose all facts material to the conflict of interest. A trustee who knows he or she has a conflict of interest may not participate in the board's discussion of the matter except to disclose material facts and to respond to questions. The trustee may not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting. The trustee known to have a conflict of interest may not vote on the contract or transaction. If it is not entirely clear whether a conflict of interest exists, then the chair or the chair's designee determines whether there exists a conflict of interest that is subject to this policy. Proceedings related to conflicts of interest are documented in the meeting minutes or as otherwise appropriate. Responsible persons who are not trustees of the seminary, or who have a conflict of interest with respect to a contract or transaction that is not the subject of board or committee action, must disclose the material facts to the president as soon as the conflict of interest is known to the responsible person. The responsible person refrains from any action that may affect the seminary's participation in such contract or transaction. If it is not entirely clear whether a conflict of interest exists, then the individual with the potential conflict discloses the circumstances to the president or the president's designee, who determines whether there exists a conflict of interest. Each new responsible person is required to review a copy of this policy and to acknowledge in writing that he or she has done so. Each responsible person annually completes a conflict of interest disclosure form.”

“All officers' compensation is established by the president of luther seminary, reviewed by the treasurer of luther seminary, then reviewed and approved by the board of directors of luther seminary. Compensation data from the association of theological school (ats), for like-sized institutions is utilized in this process. The process included review and approval by independent persons, comparability data and contemporaneous substantiation in 2013.”

“Link to website for foundation 990 is included on the seminary's website.”

“The foundation's governing documents, conflict of interest policy and financial statements are available to the public upon request.”

“Change in value of split interest agreement 113,962.”

“Neither the oversight process of the audit or the selection process of the independent accountant changed during the tax year.”

“During the audit of the financial statements for the fiscal year ended june 30, 2014, the foundation determined errors were made in prior years related to the recording of certain donor-restricted gifts and the corresponding net assets. As a result, the foundation has restated the june 30, 2013 financial statements to properly record the donor restricted gifts in accordance with generally accepted accounting principles. All changes were recorded on the current year 990 as a prior period adjustment.”