Saint John'S University

“The executive committee of the board of trustees shall be composed of a range of between eight and twelve members, each with a vote: the chair and vice chair of the board of trustees; the president of the university; one trustee; and the remaining trustees elected by the board of trustees. Between meetings of the board of trustees, the executive committee shall have the same powers as the board of trustees except it may not take any action inconsistent with a prior act of the board of trustees, approve the annual budget, appoint or remove the president, alter the university's articles of incorporation or bylaws, or take any action which has been reserved to the class a or class b members or specifically reserved to the full board.”

“The university had updated its bylaws to make changes to the responsibilities of its class a and class b members. A provision has also been added that restricts trustees from serving concurrently on the audit and finance committees. Additional changes related to the make-up of the board of trustees, and to the description of the authority of the chair of the board, the president and board committees.”

“The university has two classes of members. The class a members shall consist of five monks of saint john's abbey, and shall include the abbot, the canonical treasurer, and three elected members from the class b members. The class a members shall elect class a members from nominees made by the class b members. The class b members shall be the finally professed members of saint john's abbey in good standing.”

“The class a members may elect one member to the board of trustees and have complete board dismissal and replacement authority. The class b members may elect up to four members to the board of trustees, may remove trustees elected by class b members, and may elect class a members to fill a vacancy.”

“The class a members shall have the authority to take the following actions unilaterally: elect or remove one class a member to the board of trustees and fill a vacancy in such position; elect one trustee to the executive committee of the board of trustees; require the board of trustees to consider or reconsider any action or item that the class a members have determined to be significant to the benedictine or catholic character of the university; remove all of the members of the board of trustees as a group and name successor trustees; appoint one class a member to any presidential search committee. The university may not take any of the following actions without approval of the class a members: the sale, lease, or encumbrance of real property owned by the university; the purchase of real property contiguous to land owned by the order of saint benedict; the incurrence of long-term debt in an amount which exceeds canonical limits; the adoption or substantive amendment of the gift policies of the corporation; appointment of the president of the university; election of new trustees. The class b members' rights are limited to electing and removing up to four class b members to the board of trustees and electing class a members to fill a vacancy.”

“The audit committee chair and management reviews the full form 990, including schedule b. The audit committee reviews the public inspection copy of the form 990 before the due date of the filing. The board of trustees will receive a copy of the form 990, excluding schedule b.”

“The university's conflict of interest policy applies to all trustees, officers, executive-level employees, and non-trustee members of committees with governing board delegated powers. A person who has an actual or possible conflict of interest must disclose the existence and nature of his or her relationship or financial interest to the chair of the board of trustees or the relevant committee chair. The chair of the meeting shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting. After disclosure of the potential conflict of interest and all material facts, and after any discussion with the interested covered person, such covered person shall leave the board or committee meeting at which the proposed transaction or arrangement with the university is considered. The remaining members of the board or committee shall then discuss and vote on whether a conflict of interest exists and shall seek the advice of legal counsel where appropriate in making such a determination. The covered person who is known to have a conflict of interest with respect to a transaction or arrangement that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. Such person's ineligibility to vote shall be reflected in the minutes of the meeting.”

“The executive compensation committee acts on behalf of the board of trustees (the "board") to fulfill the board's oversight responsibilities for determining the adequacy and reasonableness of the total compensation paid to the president and other senior officers that the executive compensation committee may determine are in a position to exercise substantial influence over the affairs of the university. Human resources gathers salary survey data from various groups including but not limited to: 1) peer and aspirant institutions; 2) the annapolis group; 3) the us news and world report "top 100; and 4) college and university personnel association (cupa) for private, baccalaureate institutions utilizing established enrollment and budget criteria. The executive compensation committee determines changes in compensation and reports its activities and findings to the executive committee of the board and to the full board in sufficient detail to assure the board that its responsibilities for executive compensation are being fulfilled. For salaries reviewed by the executive compensation committee, committee-meetting minutes are kept to document the discussions and decisions made, along with the comparability data used in setting the compensation. This process was last undertaken in 2017 for the president, m. Hemesath. For other officers of the university, the compensation program is market-based. A market analysis is completed by human resources using cupa-hr (college & university professional association for human resources) salary survey data and general industry data, as applicable. The criteria for the market analysis include a review at a national level of private independent higher education institutions with respect to enrollment, budget, and carnegie classification. Data is provided annually to the president for review/decision. Additional review of officer-level positions to determine the adequacy and reasonableness of total compensation may be conducted by the executive compensation committee, as noted in the response above. Such review generally applies to the positions of chief academic officer (provost) and chief finance officer (vp of finance & administration). For vice presidents salaries not reviewed by the executive compensation committee, the human resources office maintains copies of the comparability data given to the president for his review, along with documentation of the decisions made. This process was last undertaken in 2017 for the provost, r. Ice.”

“Saint john's university makes its governing documents and conflict of interest policies available to the public upon request. The university makes its financial statements available to the public on its website and upon request.”

“Description of organization's mission: saint john's university fosters the vitality of community through learning and the pursuit of wisdom through its undergraduate college of arts and sciences and its graduate school of theology and related programs. Striving for excellence, we unite the wisdom of catholic social teaching and intellectual tradition with the practicality of the common life envisioned by saint benedict. Saint john's university's undergraduate college is a nationally-leading residential liberal arts college for men whose unique partnership with the college of saint benedict for women offers students the educational choices of a large university and the individual attention and community of a premier small college. The liberal arts education provided is rooted in the catholic university tradition and guided by the benedictine principles. These principles stress cultivation of the love of god, community, hospitality, stewardship, listening, worship, and balanced living. The liberal arts form the core of disciplined inquiry and rich preparation for the professions, public life, and service to others. Saint john's vision is to excel in providing a unique and accessible educational environment for a diverse community of undergraduate men, as well as a graduate community of male and female students of theology, drawn from a broad range of socio-economic and cultural backgrounds and showing evidence of the capacity to pursue, respectively, liberal arts studies and graduate theological education with distinction.”

“Adjustment of actuarial liability 78,003.”