Rockhurst University Continuing Education Center Inc

“Mark truitt and gary truitt have a family relationship. Business relationships guy swanson, dennis thum, melvin lavery, and rev. Thomas curran have a business relationship.”

“Rockhurst university continuing education center, inc. (rucec) is governed by a 12 member board of directors, of which 11 are "independent." the board has three standing committees (i.e. A management committee, audit committee and compensation committee). Certain decisions regarding day-to-day management of rucec operations are handled by its management team which consists of media response technology, inc. (media), multipath marketing managment, inc. (multipath), and the four executive vice presidents of rucec (i.e. The coo, cfo, cmo and cio). Ultimate authority resides with the board, subject to the terms of the rucec stockholder's agreement as to certain fundamental decisions. The board (sometimes operating through the committees) oversees rucec operations by media, multipath (the "managers"), and the management team. The managers each have over 30 years of experience and nationally recognized expertise in the areas they manage. Each operates under a written management agreement which specifies its responsibility. Managers and the remainder of the management team are subject to board oversight and restricted by the terms of the management agreements, the stockholder agreements and the second amended rules and regulations as to management decisions regarding rucec.”

“On june 23, 2014, rockhurst university purchased the remaining 48% interest in the organization from american management association, making rockhurst university the sole owner of the organization. This transaction was done outside of the company.”

“Before june 23, 2014 - rucec's stockholders (i.e. The university and ama) each elect directors based on the share holdings. The university as the owner of 100% of the preferred shares has the right to elect 6 of the 12 directors. The university as the owner of 52% of the common shares and ama as the owner of 48% of the common shares each elect 3 of the remaining 6 directors. The university elects 9 out of the 12 rucec directors and ama elects the other 3 directors. Decisions by the board are made by a majority vote of directors subject to the restrictions contained in the stockholders agreement, which requires that in the case of certain fundamental decisions the majority must include at least 1 vote by a director appointed by ama. After june 23, 2014 rockhurst university owned 100% of rucec and has the right to elect all 12 directors.”

“Certain fundamental decisions are subject to a majority vote by the 12 member board elected by rockhurst university as of june 23, 2014 when rockhurst university purchased the common shares owned by ama.”

“An independent accounting firm prepares and reviews the 990. The 990 is then reviewed by the organization's officers and accounting personnel. Any questions or concerns the organization's officers and accounting personnel have are addressed. The 990 is then provided to the audit committee of the board for their review. Any questions or concerns the audit committee have are addressed. The final form 990 with all required schedules is then provided to all voting members of the board prior to filing the 990.”

“Rucec has a written conflict of interest policy and regularly monitors and enforces such policy. Directors, key employees and managers are required by the policy to disclose any relationship or circumstance that could give rise to a potential conflict of interest. Once identified such a conflict is disclosed to the board or appropriate committee for review and possible action. Identified conflicts would be dealt with by the board or its independent designee or committee. Directors, key employees and managers are required to abstain from voting on the issue in which they have a conflict. Board members, managers and key employees are required to disclose any changes or conflicts which arise from the date of their first disclosure questionnaire and are also periodically notified and required to execute updated disclosure questionnaires.”

“Rucec's board and its compensation committee which consists of 3 independent voting directors and the president of the university, as an ex-officio, non-voting member, determine compensation. The process starts with analyses from the management committee, a recommendation from the independent chairperson of the management committee, a review by the compensation committee of data provided by rucec's chief financial officer, auditors, legal counsel, periodic independent survey information provided by rsm mcgladrey, insight management consulting, hewitt, etc, and other data available to and provided by the compensation committee members. All of whom have experience with other institutions' compensation processes and decision making. The decisions of the compensation committee are documented in the minutes to provide appropriate substantiation.”

“The organization's governing documents, conflict of interest policy and financial statements are not available to the public.”

“Education and training: we provide our customers with innovative methods, workshops and products that meet their educational and training needs, and enable them to achieve personal excellence and become more effective members of their communities, organizations and families.”