Palmer College Foundation

“The executive committee shall act with the full power and authority of the board of trustees during the interim periods between the board of trustees regular meetings except amending the articles and bylaws, merging or dissolving the corporation, changes in the mission or purpose of the college, exercising powers specifically delegated to other committees by the board, hiring/electing and removal of the president/chancellor, exec vp, treasurer, asst sec gen and any other officers of the corporation. At such meetings there shall be present in person or by proxy a majority of the trustees who are members of the executive committee.”

“The foundation updated the bylaws for definitions, meetings, compensation, procedures for the election of trustees, and matters relating to board of trustees.”

“The organization has one class of members, denominated as "certificate holders." the members meet at least annually. See additional explanation of rights and duties in response to form 990, part vi, section a, lines 7a and 7b.”

“Trustees shall be chosen by ballot by the affirmative vote of a majority of the members. Nominees for candidacy as a trustee shall be provided to the members by the trustee, and governance and board affairs committee of the board of trustees (governance committee) in accordance with the following procedure: (a) the executive director of board of affairs and assistant secretary shall in early may each year, notify each trustee and each member of the number of vacancies to be filled on the board of trustees at the annual meeting of members. (b) each trustee and each member shall be entitled to nominate as many nominees as there are vacancies on the board of trustees. (c) all persons whose names have been provided shall be evaluated by the governance committee and presented to the members for consideration. (d) at the annual meeting of the members, the members shall elect trustees for the terms determined by members upon a majority vote of all the members.”

“Those provisions of the articles of incorporation and/or the bylaws of the corporation that affect the rights, powers and/or duties of the members, inclusive of the right to elect members and trustees and/or dissolve the corporation or sell all of its assets or effect a merger or consolidation, must be approved by a majority vote of all the members.”

“The form 990 is prepared by an external accounting firm, and presented to the vice chancellor for finance and her staff for their review. The form 990 draft is then presented to the audit & compliance committee of the foundation's board of trustees. The audit & compliance committee and vice chancellor for finance will meet to review the draft form 990 with representatives of the accounting firm who completed the draft form 990, if considered necessary. Once the draft has been accepted by the audit & compliance committee, copies of the form 990 will be provided to the full board of trustees. Once board receipt has been determined, the vice chancellor for finance will sign and file the 990 with the internal revenue service.”

“The college's conflict of interest policy for officers, directors, and trustees is managed by the trustee, governance & board affairs (governance committee) chairperson in conjunction with the executive committee or governance committee. The policy is discussed annually at the spring meeting and then trustees complete an annual disclosure form and submit it to the board secretary, who compiles the listing of any conflicts and provides a summary report to the full board at the summer meeting. Those who have declared a conflict refrain from participating in related discussions or voting when that conflict arises. In the event of violation, the executive or governance committee advise the trustee or officer of the steps that should be taken to rectify the situation. In the event of any conflict determined by the board to be significant, it may result in the trustee/officer being asked to cease and desist participation in the relationship or sever their relationship with palmer college. All completed forms are submitted to the board secretary and board legal counsel annually and kept on file. For key employees, conflicts of interest or commitment (coic) are handled by the college's compliance department. The college requires disclosure of any conflict (whether actual, potential or perceived). It is the responsibility of all employees to self-disclose coic's during the annual collection period or any time prior to the existence of a conflict. The college's coic committee reviews all disclosures and carefully evaluates all circumstances related to the disclosures. Where a conflict exists, the coic committee determines if the conflict is acceptable or not. The college may also require the development of a written management plan. Such a plan will specify how the individual will manage or resolve the conflict. Because each conflict may present unique circumstances, the content of each plan may vary.”

“The board considers several sources in determining compensation for senior administrators such as the acc surveys, chronicle of higher education surveys, guidance from professional compensation consultants and also with surveys conducted by our human resources department. The board of trustees' executive committee meets periodically during the year to review the chancellor's performance and sets the chancellor's compensation. These discussions are documented in the board minutes. The chancellor sets the senior administrators salaries using the surveys listed above as guidance. Periodically, the chancellor reports to the appropriate board committee to review salaries of the senior administrators.”

“Palmer college does not make its policies, governing documents, or financial statements available to the public. The conflict of interest or commitment policy is available on palmer's website.”

“Dba: palmer college of chiropractic”

“Outside services: program service expenses 6,742,529. Management and general expenses 1,407,235. Fundraising expenses 109,978. Total expenses 8,259,742.”

“Gain on interest rate swap -945,394. Athletic trust revenue/expenses -14,473.”

“The organization's audit & compliance committee assumes responsibility for oversight of the audit of its financial statements and selection of an independent accountant.”