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(s) of the board of trustees; the president of the university; one trustee; one voting member appointed by the csb corporate members; and the other members as determined by the board of trustees. At all times, all of this committee will be comprised of voting 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 or interim president, appoint or recommend removal of trustees or officers, alter the university's articles of incorporation, bylaws or the joa, grant tenure, incur corporate indebtedness, approve major capital expenditures, or take any action which has been reserved to the sju corporate members or sju founding members or specifically reserved to the full board.”

“The registry provided an interim president to serve sju. Eugene mcallister served as interim president effective 8/1/19 to 5/31/21. Compensation paid through the registry for eugene in calendar year 2021 included $141,667 of reportable compensation and $0 of other compensation.”

“The following changes were made during the fiscal year to the articles of incorporation & bylaws: - the mission statement in the bylaws has been expanded. - the president of the college of saint benedict is shared with saint john's university. - the college of saint benedict board and the saint john's university board will have common membership. - the governing body composition has been adjusted and their requirements have been added to. - class a members are now referred to as sju corporate members. - class b members are now referred to as sju founding members.”

“The university shall have two classes of members. The sju corporate members shall consist of the chair of the sju founding members, and four additional persons elected by the sju corporate members from the sju founding members. The sju founding members shall be the finally professed members in good standing of saint john's abbey. The abbot of saint john's abbey shall be the ex officio chair of the sju founding members.”

“The sju corporate members shall have the authority to elect one sju corporate member to the board of trustees and fill a vacancy in such position. The sju founding members shall elect two sju founding members to the board of trustees and fill a vacancy in such positions.”

“The university trustees may not take any of the following actions without approval of the sju corporate members: the sale, lease, or encumbrance of real property owned by the university. The incurrence of long-term debt in an amount which, in the sole determination of the sju corporate members, exceeds canonical limits. The adoption or substantive amendment of the gift policies of the university. Appointment of the president or an interim president of the university. Election of new trustees for an initial term, and re-election of trustees for subsequent terms. The university's filing of a petition in bankruptcy, reorganization, or similar action. The gift or transfer of assets, whether in the form of funds, goods, services, or otherwise, from the university to the college of saint benedict or any other person or entity, without the university receiving assets of substantially the same fair market value in return. The university's lending of money to, guaranteeing or pledging the university's assets as security for an obligation of, becoming a surety for, or otherwise financially assisting the college of saint benedict or any other person or entity outside of the usual and regular course of activities of the university. The formation of any parent, subsidiary, or related organization of the university, or the university's acquisition of more than fifteen (15%) percent control, ownership, or membership interest in another organization. The formation of a separate legal entity, person, or trust that serves as a university affiliated foundation for the purpose of fundraising and accepting charitable assets and making distributions of the same on behalf of the university, including approval of the foundation's governance structure, composition of the foundation's governing board, and the foundation's purpose, mission and scope of activities. The transfer or commingling of the endowment assets of the university with the endowment assets of the college of saint benedict, unless authorized by the terms of an applicable gift. Adoption of, or a material revision to, the mission or mission statement of strong integration. Adoption of new or material amendments or revisions of the joa, including but not limited to those enumerated in the joa. The following actions require the approval of both the university trustees and the sju corporate members: adoption of a new or a material revision of the mission or mission statements of the university or the school of theology and seminary. Merger, acquisition, consolidation, or combination of the university or its subsidiaries or related organizations with any other organization, or the sale, lease, transfer, gift, encumbrance or other disposition of all or substantially all of the assets of the university, any of its subsidiaries or a related organization. Electing to terminate strong integration. Voluntary dissolution of the university, including the distribution of assets in dissolution as set forth in the plan of dissolution. Significant modification or change of the scope of or closure of the school of theology and seminary, or actions of the university that may impair, or threaten the existence of the school of theology and seminary. Amendment of the bylaws.”

“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 filing. The board of trustees will receive the public inspection copy of the form 990 after filing.”

“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) minnesota private colleges; 3) minnesota private colleges peers 4) college and university personnel association (cupa) for private, baccalaureate institutions utilizing established enrollment and budget criteria. The executive compensation committee recommends changes in compensation to the executive committee of the board for final review and approval through formal board resolution. This process was last undertaken in 2022 for the presidential search. 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 includes 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, and compensation was last reviewed in fall 2022. 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/cfo).”

“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: the mission of the university is to promote the intellectual, social, and spiritual growth of undergraduate men through a distinctive residential liberal arts education. In addition, the university educates graduate men and women. In these unique ways, the university contributes wisdom and service to the welfare of church and society, the advancement of knowledge, and the development of human culture. The university draws upon the traditions of the catholic intellectual life and benedictine monasticism within the broader christian heritage as an american institution of higher education.”

“Adjustment of actuarial liability -806,208.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”