The Principia Corporation

“The Executive Committee shall consist of five members, all of whom shall be voting Trustees. The Chair, Vice Chair, Secretary, and Treasurer of the Board of Trustees shall be members. In addition, one Trustee shall be nominated by the Committee on Trusteeship and elected by the Board at the annual meeting to serve at-large on the Committee. The Chief Executive shall be an ex-officio member of the Executive Committee, and shall serve without vote and not be counted as part of a quorum for the purposes of transacting business. The purpose of the Executive Committee is twofold: (1) it shall act as the Board's agent in helping the Chief Executive to address necessary business between regular Board meetings, and (2) it shall assist the Chair and the Chief Executive with their joint responsibility to help the Board function effectively and efficiently by suggesting Board meeting agenda items and periodically assessing the quality of Committee work. The Committee shall have the authority, if and as necessary, to act for the Board of Trustees on all matters except for the following, which shall be reserved for the Board: Chief Executive selection and termination; ratification of the appointment of both campus heads and the chief finance, investment and advancement officers; Trustee and Board-Officer election; changes in institutional mission; changes to the articles of incorporation; changes to the Purpose and Policies of The Principia; incurring of corporate indebtedness; sale, purchase, or construction of property or assets of the type and in excess of the amount set forth in the Board Policy Manual; adoption of the annual budget; and conferral of degrees. These bylaws or other Board policies may reserve other powers for the Board of Trustees. In addition to its authority to take action on emergency matters that cannot or should not be deferred to the Board's next scheduled meeting, the Executive Committee shall oversee the work of Board committees, the institution's planning process and progress on planning goals, the Board's responsibility to support the Chief Executive and assess his or her performance, and review annually the Chief Executive's compensation and terms of employment. Written policies shall direct the Board in its assessment of the Chief Executive's performance and determination of compensation.”

“The Principia Administrative Corporation (a Missouri Nonprofit Corporation) may select (by a majority vote of its directors) members of the governing board of The Principia Corporation. The Principia Administrative Corporation may remove members of the governing board of The Principia Corporation by a two-thirds vote of its directors. The purposes for which The Principia Administrative Corporation is organized are exclusively charitable, scientific, religious, and educational.”

“After principia's assistant chief financial officer prepares the form 990, it is reviewed by the firm of crowe llp. After review, the form 990 is provided to the audit committee for further review and comment. If any changes are needed, they are made and then the form 990 is made available to the entire board prior to electronically submitting it to the irs.”

“Conflict of interest statements are annually submitted to the office of the chief financial officer by trustees, officers, and key employees. These statements are reviewed by the assistant chief financial officer for the purposes of 1) identifying potential or actual conflicts of interest, and 2) assuring that transactions involving potential or actual conflicts are properly disclosed. If conflicts are determined to exist, the assistant chief financial officer will notify the chair of the audit committee or the chair of the board of trustees, who will inform the party in question that it would be appropriate for that individual to refrain from discussions or votes involving the identified conflict.”

“PRINCIPIA USES A BENCHMARK SYSTEM WHERE the Chief Executive salary is determined AFTER REVIEWING WAGE DATA FOR COMPARABLE INSTITUTIONS, historical data for the organization, and a recommendation by human resources. THIS BENCHMARK REVIEW PROCESS IS COMPLETED BY the executive committee. ANY PROPOSED SALARY CHANGES ARE MADE BY the executive committee AND REVIEWED/APPROVED BY THE board.”

“Principia makes the conflict of interest policy, governing documents, and financial statements available to the public upon request. The governing board bylaws are posted on principia's website.”

“All other revenue - Total Revenue: 983422, Related or Exempt Function Revenue: 983422, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Form 990, Part VI, Section A, Line 2 is answered yes as Each of the directors listed at Part VII, Section A serves as a director of a related organization for the same term length.”

“(Expenses $ 7,439,176 including grants of $ 0)(Revenue $ 2,732,117) OTHER: OTHER SERVICES, INCLUDING ACADEMIC SUPPORT”

“Change in value of beneficial interests in trusts held by others - 17527229; Change in value of perpetual trusts held by third party trustees - -822537; Change in value of split interest agreements - 1386962; Change in fair value of interest rate swap - 193681;”