University of Mary

“The President of the University shall be an ex officio member of the Board of Trustees. The President shall not vote on matters concerning or related to 1) the appointment of a successor, 2) the President's compensation, or 3) matters affecting the President's own interest, in accordance with Article X, Section 2, of the University's Bylaws. The President shall cease to be a trustee when no longer holding that position.”

“Standing Committees: The corporation shall establish and maintain as standing committees a Trusteeship Committee, an Audit Committee, a Public Affairs and Mission Advancement Committee, and an Executive Committee. A. Trusteeship Committee: The Trusteeship Committee shall be appointed annually by the President of the Board (prioress). The committee shall consist of four (4) trustees, which includes the president of the university as an ex-officio member of the committee. Such trusteeship committee shall recommend to the corporate membership names and qualifications for consideration to fill any positions on the board of trustees. After approval by the corporate membership, the trusteeship committee submits to the board of trustees nominees for election to the board. In addition, the committee shall recommend to the board a slate of candidates for chair, vice chair, and secretary. A majority vote of the total board of trustees currently serving is required for election of a trustee or an officer. The committee shall develop and administer a program of orientation for newly appointed trustees. B. Executive Committee: The chair of the board of trustees, in consultation with the president of the board (prioress), the president of the university, and other trustees shall appoint the executive committee at the annual meeting. The executive committee shall consist of nine (9) trustees, to include the chair of the board, the president of the board (prioress), four additional members of the corporation and three additional trustees. Serving as the principal liaison to the board of trustees, the president of the university shall be present ex officio without a vote and not to be counted for a quorum. A quorum of the executive committee is a majority of the trustees serving on the executive committee. To constitute a valid quorum, the quorum must include four (4) members of the corporation. A quorum of the executive committee is required to transact business. If a quorum is not present at a meeting, a majority of those present may adjourn the meeting without further notice. The executive committee shall meet as often as necessary to conduct its business as determined by the chair and the president of the university. There shall be at least two (2) regular meetings of the executive committee annually. In collaboration with the president of the university, the duties of the executive committee shall include the following: -Making decisions that have been delegated by the full board -Taking action on emergency matters which cannot or should not be deferred to the board's next scheduled meeting -Performing initial assessment of the President of the University annually -Performing such duties as described in its statement of operation The Executive Committee shall act on behalf of the board between meetings except on the following matters: -Selection and appointment of the President of the University -Selection of trustees and officers -Adoption of the annual budget -Conferral of degrees -Exercise of those powers reserved by the members of the corporation as provided in Article V. Section 3 of the University's bylaws Other Committees: After consultation and recommendation of the Board of Trustees, the Chair of the Board of Trustees shall designate and appoint committees to facilitate the actions of the Board of Trustees, enabling it to function more efficiently and effectively. Each committee shall have, subject to the approval of the Board of Trustees, a statement of operation prescribing the purposes, goals and responsibilities of the committee. Other committees that currently exist are: -Investment Committee -Finance Committee -Enrollment Services Committee -Academic Affairs and Student Life Committee -Public Affairs and Mission Advancement Committee”

“Family and Business Relationships - 1. Board Members Bill Clairmont and John Simmons have a business relationship. 2. Board Members Bill Daniel, Greg Vetter, and Tim Hennessy have a business relationship.”

“Members - Membership of the corporation shall consist of those sisters serving in the sponsorship group as established from time to time by the monastic community known as the Benedictine Sisters of the Annunciation, BMV, who have made their perpetual monastic profession.”

“Powers shared with Board of Trustees - The following reserved powers shall be exercised by the members of the corporation and the board of trustees. The power of the board to act on any of these matters is subject to the requirement that the members of the corporation shall approve such action prior to the submission of the matter to a vote of the board of trustees. A. To approve any person to be elected to serve on the board of trustees or to remove any trustee if this action is indicated. B. To approve a new candidate appointed to serve as president of the university.”

“Powers Reserved to Corporation Members - Exercise of the following powers shall be reserved solely to corporation members to: A. Approve any change in the sponsorship, reserved powers or mission of the university as an institution founded on christian, catholic, and benedictine tradition. B. Approve the sale or encumbrance of all or substantially all of the assets or property of the corporation. C. Approve the merger, liquidation or dissolution of the corporation. D. Amend, alter or repeal the articles of incorporation or the bylaws of the corporation. E. Change the name of the corporation.”

“Upon receipt of the draft Form 990, the organization will review the 990 and provide a public disclosure copy to the board for review. The board comments are provided to the organization and any resulting changes are included in the final Form 990.”

“The board of directors completes a conflict of interest questionnaire each year. No member, trustee, officers or committee member shall be disqualified from holding any position by reason of any interest, but any conflict of interest must be disclosed to the board of trustees at the earliest practical time. A member, trustee, officer or committee member shall be considered to have a conflict of interest if such person (a) has an existing or potential financial or other interest which impairs or might reasonably appear to impair such person's independent unbiased judgment in the discharge of responsibilities to the corporation, or (b) is aware that an immediate family member or any organization in which such person, or an immediate family member, is an officer, director, employee, member, partner, trustee, or controlling stockholder has such existing or potential financial interests. A trustee does not have a conflict of interest in acting on a resolution fixing the compensation of any trustee, officer, employee, or agent of the corporation. No member, trustee or committee member shall vote on any matter under consideration in which such person has a conflict of interest, and shall not be counted as a part of the quorum for the vote on the matter. The minutes of such meeting shall reflect that a disclosure was made and that the person abstained from voting. Any member, trustee or committee member who is uncertain whether there is a conflict of interest in any matter may request the membership, the board or committee to determine whether a conflict of interest exists and resolve the question by majority vote.”

“The president's salary is reviewed annually by the independent board. The University uses the Jaffe Salary Survey as well as CUPA Salary Reports (College and University Professional Association) to obtain comparable data from other midwestern universities. The information is documented in a letter noting that the board has accepted and approved the salary change. The top financial official's salary is currently reviewed and approved by the president annually. The same Jaffe Salary Survey and CUPA Salary Report is used for comparable data. The percentage increase is documented in an employment contract, but not in the board meeting minutes.”

“The University provides its governing documents, conflict of interest policy and financial statements upon specific request.”

“The President, Monsignor James P. Shea, is required to live in a residence at the campus. The Board of Trustees, with his understanding and approval, has set his salary below market because he is a cleric.”

“It takes its tone from the commitment of the Sisters of Annunciation Monastery. These Sisters founded the University in 1959 and continue to sponsor it today. It is Christian, it is Catholic, and it is Benedictine. We cherish our Christian, Catholic, Benedictine identity; we welcome and serve persons of all faiths. We are faithfully Christian. As a Christian university, we strive to accomplish our mission in faithfulness to the Gospel of Jesus Christ. We regard each human person as created in the image and likeness of God, gifted with life and dignity. We seek to be agents of cultural renewal in our time and place, courageous advocates for justice and peace. Our Christian commitment is born from and sustained by the encounter of the Risen Lord, who came not to be served but to serve. As He humbly washed the feet of His disciples on the night before He died, so we seek to serve one another. We are faithfully Christian. We are joyfully Catholic. As a Catholic university, we joyfully draw our life from the heart of the Church, identifying with the ancient tradition which gave rise to the first universities in medieval Europe. This Catholic intellectual tradition proposes an integrated spiritual and philosophical approach to the most enduring questions of human life. Thus we seek to advance the vital dialogue between faith and reason, while acknowledging the proper autonomy of the arts, sciences, and professions. A university is a place for the free exchange of ideas, and so we warmly welcome students and faculty of many faiths and convictions. At the same time, our common discourse ever takes place in a spirit of authentic respect for Catholic teaching and practice. We acknowledge the Catholic faith as a path to moral integrity and personal holiness. We are joyfully Catholic. We are gratefully Benedictine. As a Benedictine university, we remember with gratitude the Benedictine Sisters who came to Dakota Territory in 1878, bringing ministries of teaching and healing. This community of Sisters would become our founders and sponsors and, through them, we share in the 1500-year-old heritage of the Benedictines. Inspired by lives of prayer, community, and service, Saint Benedict and his spiritual followers through the ages have been a stable source of tremendous good in the world: renewing the Church, preserving learning, cultivating wisdom, modeling humane virtues of balance and generosity. The life of our Sisters shapes our life. We are gratefully Benedictine.”

“Actuarial Gains - Unitrust 114,733. Actuarial Losses - Annuities -290,163. Book/Tax Difference: Dakota Upreit 5,683. Book/Tax Difference: Starion -278. Book/Tax Difference: OneOK Partners 1,249. Book/Tax Difference: Buckeye Partners -1,688. Book/Tax Difference: Enterprise Products -1,423.”

“As a result of audit procedures, misstatements were identified relating to the improper recording of deposits held in custody for others and net assets. The University restated its previously issued financial statements to appropriately reflect the June 30, 2015 deposits held in custody for others and net assets at beginning of year.”