Barry University Inc

“Composition of the Executive Committee of the Board: The Board will have an Executive Committee consisting of the Chairperson of the Board and not less than five (5) other Trustees. The Executive Committee will include at least one (1) member of the Sponsoring Congregation, which shall be the Prioress of the Sponsoring Congregation or a Board member designated by the Prioress. The Chairperson of the Board is also the Chairperson of the Executive Committee. The Vice Chairpersons of the Board and Chairperson of each Committee of the Board will also be members of the Executive Committee. The Secretary of the Board ("Board Secretary"), who must be a Trustee, will also be a member of the Executive Committee. The President shall be an ex officio member of the Executive Committee; as an ex officio member of the Executive Committee the President will not have the power to vote and will not be counted as a member of the Executive Committee for the purpose of determining a quorum. The Chairperson of the Board shall be empowered to invite the immediate past Chairperson to serve on the Executive Committee. Scope of the Committee's authority: When the Board is not in session and prudent management requires prompt action, the Executive Committee shall exercise all of the authority of the Board in the management of the Corporation except as such authority is limited by resolution of the Board, and any such action shall be submitted to the Board at its next meeting for review. Actions by the Executive Committee, as described in this provision, shall be used sparingly and shall not be abused. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business.”

“The University's Sponsoring Congregation selects up to five Sisters to serve as Trustees, one of which shall be the Prioress of the Sponsoring Congregation.”

“The following matters require the approval of the Sponsoring Congregation's Prioress and General Council or their designee: - any changes to the purposes and mission of the organization - the slate of nominees for appointment to the President of the organization - any amendments to the Articles or Bylaws of the organization that affect the powers or rights of the Sponsoring Congregation - the nominees to the Board and selecting those persons to be appointed as the Sponsoring Congregation Trustees - the purchase, sale, lease or mortgage of real property of the organization in an amount more than $5,000,000 for purchases, sale, and mortgages and more than $50,000 per month for leases - the merger or dissolution of the organization and upon approval of dissolution, the approval of the disposition of the assets of the organization as set forth in the Articles”

“Barry University uses the following process to review the Form 990. An external tax firm prepares the return with input from the University's controller. The Vice President of Business and Finance reviews, approves, and signs the return. The external tax firm electronically files the return on or before the due date including extensions.”

“On an annual basis, under the conflict of interest policy, each covered person shall execute an annual disclosure statement disclosing the facts related to any covered relationship. Ongoing: a covered person shall disclose the existence and nature of any covered relationship and all material facts prior to the consideration of a proposed transaction or arrangement by the board (for a trustee or the president) or the ECA (executive committee of the administration) (for covered persons not trustees). In the event that a potential conflict of interest arises at a board meeting for a trustee or the president, then the covered person having such a covered relationship in any matter shall disclose any material facts as to such covered relationship to the board in the event that a potential conflict of interest arises outside a board meeting and/or for a covered person not a trustee, then the covered person having such a covered relationship in any matter shall disclose any material facts as to such covered relationship to the ECA. After disclosure by a trustee or the president to the board of a covered relationship and all material facts, and after any discussion with the covered person, he/she shall leave the board meeting while the determination of a conflict of interest is discussed and voted upon. After disclosure by anyone other than a trustee to the ECA of a covered relationship and all material facts, and after any discussion with the covered person, the ECA will discuss and vote upon the determination of a conflict of interest. A covered person that is a trustee or the president may make a presentation to the board, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the financial transaction or arrangement that causes a conflict of interest. The chairperson of the board, if appropriate in his/her discretion, may appoint a disinterested person or committee to investigate alternatives to the proposed financial transaction or arrangement. After exercising due diligence, the board shall determine whether the University can obtain a more advantageous financial transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous financial transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board shall determine by a super majority vote of the disinterested directors whether the financial transaction or arrangement is in the university's best interest and for its own benefit and whether the financial transaction is fair and reasonable to the university and shall make its decision as to whether to enter into the financial transaction or arrangement in conformity with such determination. A covered person (not a trustee) may make a presentation to the ECA, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the financial transaction or arrangement that causes a conflict of interest. The ECA, if appropriate in its discretion, may appoint a disinterested person or committee to investigate alternatives to the proposed financial transaction or arrangement. After exercising due diligence, the ECA shall determine whether the university can obtain a more advantageous financial transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous financial transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the ECA shall determine by a majority vote of the disinterested ECA members whether the financial transaction or arrangement is in the university's best interest and for its own benefit and whether the financial transaction is fair and reasonable to the university and shall make its decision as to whether to enter into the fina”

“Line 15a: The President/CEO's compensation is reviewed annually; comparable data/information is reviewed. The compensation is in keeping with the University's guidelines. The Chairperson and the Executive Committee of the Board conduct the annual evaluation of the President. The discussions and decisions form part of the minutes to the board of trustees meeting. Line 15b: Compensation for all other officers and key employees is approved through HR in collaboration with the President, VP, or Provost responsible for the area. HR uses compensation benchmark data for all University positions and documents the approval process in an HR file.”

“The University makes its governing documents, conflict of interest policy, and audited financial statements available to the public upon request. The 990 return of organization exempt from tax is public information.”

“Sr. Linda Bevilacqua's compensation is paid directly to the Adrian Dominican Congregation.”

“The organization has a committee that assumes responsiblity for oversight of the audit of its finanical statements and selection of its independent accountant. This process has not changed since the prior year.”

“In accordance with the principles of FASB ASU 2016-14 (ASC 958), the organization has implemented required changes to its audited financial statements for the period ended 6/30/2019. The 2018 Form 990 and its associated schedules have not been updated to reflect changes made by this standard. Thus, we have reported the revised net asset categories from the audited financial statements as follows on Form 990, Part X, Lines 27-29: Line 27 - Net assets without donor restrictions $82,260,281 Line 29 - Net assets with donor restrictions 33,625,296 Total net assets $115,885,577”

“Adjust to cash surrender value 113,498. Change in net assets from sale of noncontrolling interest -625,502.”