Hodges University Inc

“The executive committee consists of the board chair (who also chairs the executive committee), the board vice chair (who is also the vice chair of the executive committee), and the chair of each of the four standing committees. Each member serves a one-year term. This term is renewable for two (2) additional one-year terms provided the trustee's term as a board trustee has not expired. The president of the corporation is also an ex-officio member of the executive committee. The corporate secretary serves as committee secretary. The executive committee, between the meetings of the board of trustees, shall have all the powers vested in the board of trustees by law or by the corporate bylaws. Any action taken by the executive committee shall be subject to revision or alteration by the board of trustees at the meeting of the board of trustees at which any such action shall be reported; provided, however, that such revision or alteration shall not affect any action taken by an officer or employee of the corporation or by any third party, or any rights of third parties which shall have vested in reliance upon any action or direction of the executive committee.”

“Management will undertake a comprehensive review of the form 990 and its schedules immediately upon its completion, and will address all of its questions and concerns with the preparer. University policy provides for the provision of a copy of the completed return to all members of the governing board in advance of filing. A vote of the full board to approve of the tax return is required prior to filing.”

“All trustees and corporate officers are required to submit annual disclosure statements. The statements are reviewed by the senior management and independent auditor to determine if any relationships need to be disclosed in the audited financial statements or the form 990. In the case of any real or perceived conflict of interest, interested persons are expected to disclose the conflict in advance. Once such a disclosure has been made, the interested person must leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining trustees or committee members shall decide if a conflict of interest exists. If it is determined that a conflict of interest exists, the interested person may make a presentation at the meeting that has a conflict of interest matter under consideration, but after such presentation, the interested person shall leave the meeting. The board chair or chair of the committee, if appropriate, shall appoint a disinterested person or committee to investigate alternatives to the matter giving rise to the conflict of interest that would alleviate the conflict. After exercising due diligence, the board of trustees or committee shall determine whether the corporation may pursue the matter giving rise to the conflict of interest in a manner that allows the continued participation of the interested person in the subject matter at issue. If the matter giving rise to the conflict of interest cannot reasonably be pursued under circumstances that would not give rise to a conflict of interest, the board of trustees or committee shall determine by a majority vote of the disinterested trustees or committee members whether the best interests of the corporation are served by continuing with the matter at issue despite the conflict of interest and shall direct the course of action of the corporation accordingly, exercising reasonable prudence in managing the course of action with respect to the matter at issue so as to protect, to the maximum extent feasible, the interests of the corporation.”

“The executive committee of the board of trustees determines the compensation for the president. The committee considers comparability data among many other factors to determine the appropriate compensation. The committee's recommendation must be approved by the full board. The process described here was last completed in 2024.”

“The university makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”