Palmer College Foundation

“Amended by-laws were filed on june 7, 2014 which included the following changes: added a definition in article ii of candidate and nominee as related to trustee and governance committee and board. Modified the process in article ii for determination of number of board vacancies to be filled and nomination and evaluation of potential candidates. Added a paragraph in article iv enumerating the responsibility of the board chair and chancellor to notify certain board members of the person who will succeed him/her in the event of his/her incapacity to serve.”

“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, lines 7a and 7b.”

“Trustees shall be chosen by ballot by the affirmative vote of a majority of the members, with the members voting either in person or by proxy. Nominees for candidacy as a trustee to be voted upon by members shall be provided to the members by the trustee and governance committee of the board of trustees in accordance with the following procedure: (a) the executive director of the board of affairs and assistant secretary shall on may 1st and not after may 10th in each year, notify each member of the board of trustees and each member by certified mail of the number of vacancies to be filled on the board of trustees at the annual meeting of members. (b) each member of the board of trustees 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 trustee and governance committee. (d) the names of all nominees who have been properly submitted to the trustee and governance committee shall be presented to the members for consideration. (e) 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.”

“After completion of the draft of the form 990 by an external accounting firm, the form 990 draft is shared with the vice chancellor for administration and his staff for their review and correction of any errors. Once those corrections have been made, the form 990 draft is shared with the audit committee of the foundation's board of trustees. The audit committee of the board of trustees has been designated as the committee to review the form 990 before it is filed. The audit committee and vice chancellor for adminstration (treasurer) 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 reviewed and any corrections made, copies of the form 990 will be provided to the full board of trustees. Once board receipt has been determined, the treasurer will sign and file the 990 with the internal revenue service.”

“Palmer college requires officers, directors and key employees to complete an annual form to comply with its conflict of interest policy.”

“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 who, periodically, during the year, meets to review the chancellor's performance and sets the chancellor's compensation. Annually, the chancellor meets with the executive committee of the board to review salaries of the senior administrators. The chancellor sets senior administrators' salaries with oversight from the board of trustees. Decisions are contemporaneously documented in the board minutes.”

“Palmer college does not make its policies, governing documents, conflict of interest policy, or financial statements available to the public.”

“Loss on interest rate swap -64,783. Non cash contributions -92,741. Book/tax difference on k-1 1,842.”

“The organization is included in a consolidated entity audit and receives consolidated gaap finanacial statements on an annual basis from independent auditors. The organization has a committee that assumes responsibility for oversight of the audit of its financial statements and selection of an independent accountant.”