Mount Marty College Incorporated

“The board executive committee has broad authority to act on behalf of the board. The executive committee shall include the board chair, vice chair, secretary, treasurer, the prioress or her designee, and additional trustees selected by the chair. The president shall be an ex-officio member without vote, and shall not be counted as part of a quorum for the purpose of transacting business. The executive committee shall have authority to act for the board of trustees on all matters, except for the following, which shall be reserved for the board and/or the members: presidential selection and termination; trustee and board-officer election; changes in institutional mission and purpose; changes to the articles of incorporation; incurring of corporate indebtedness; sale of college assets or tangible property; adoption of the annual budget; determining tenure awards; and conferral of degrees. These bylaws or other board policies may reserve other powers for the board of trustees and/or members. 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 college's planning process and progress on planning goals, the board's responsibility to support the president and assess his or her performance, and review annually the president's compensation and terms of employment.”

“The members of the corporation include the monastery prioress and those persons serving as members of the monastery council.”

“The prioress of the sponsoring monastery is allowed to appoint a minimum of 5 members to the board and all members have final approval of all trustees.”

“The members have authority over actions to be taken by the college as follows: (a) to approve the statements of philosophy, mission and objectives of the college; (b) to approve and act upon the sale, lease, transfer, exchange, disposition, pledge or alienation of real property or buildings and/or the acquisition of debt, pursuant to policies established by the members; (c) to appoint the board of trustees of the college and to remove a trustee at any time with or without cause, after seeking guidance from the board. Pending a final decision of the members, the board of trustees may suspend a trustee by a vote of two-thirds of the remaining trustees; (d) to approve amendments to the articles of incorporation of the college; (e) to amend the bylaws of the college; (f) to oversee the college's fiscal policies and to establish policies governing the college's financial position; (g) to receive the college's annual report; (h) to appoint and remove the president of the college, after seeking guidance from the board of trustees; (i) to approve and/or act upon the merger, consolidation or dissolution of the college; and (j) to adopt policies to effectuate the authorities reserved to the members.”

“Form 990 is prepared by an independent accountant firm. The finance & audit committee reviews the 990 and a copy of the 990 is provided to the full board along with a recommendation from the finance & audit committee. The full board then reviews and approves the 990 prior to filing.”

“The board of trustees is responsible for monitoring conflicts and imposing restrictions on trustees when voting on issues that give rise to conflict. All trustees complete a disclosure annually. Disclosures are given to all trustees in the form of a report. A trustee shall be considered to have a conflict of interest if the trustee (1) has existing or potential financial or other interest that impair or appear to impair the trustee's independent, unbiased judgment in the discharge of the trustee's responsibilities to the college; or (2) is aware that a member of the trustee's immediate family has financial or other interest that would impair or appear to impair the trustee's independent judgment in the discharge of the trustee's responsibilities to the college. Immediate family generally includes spouse, parent or step-parent, child or step-child, sibling or step-sibling, grandparent, and grandchild.”

“President: a survey process is undertaken by the board of trustees, using guidestar.org to determine appropriate levels of compensation. A written employment contract is put into place. Cfo: an annual performance appraisal is done for the cfo, and a standard percentage increase is given based on the decision of the board of trustees. The percentage increase is the same for the cfo as it is for all other employees.”

“These documents are available upon request.”