Aquinas College

“Aquinas college (the "college") is a private catholic institution of higher education. Chartered on june 24, 1970 in tennessee as a nonprofit corporation, the college has been in continuous operations since that time. The college offers an academically challenging liberal arts and sciences curriculum, and is accredited by the commission on colleges of the southern association of colleges and schools. The college is part of the dominican campus and is located on 83 wooded acres in nashville, tennessee. It is owned and administered by the dominican sisters of st. Cecilia congregation (the sole member of the college). The dominican sisters have been educating children, youth and adults of nashville for over 150 years, leading students to a deeper knowledge of their faith, their heritage, and their responsibilities as members of society.”

“The member, after consideration of the advice of the board of directors, has the power to appoint and removal of directors to the board.”

“A.the following transactions are reserved exclusively to the member, to be authorized by vote of the member. Any action taken by the member on these matters shall be communicated to the board of directors by the member, the president or her designee as appropriate. 1.defining the mission, philosophy, objectives and purposes of the college for which it was and is formed and exists. 2.amendment of the charter of the college. 3.appointment or discharge of the president of the college. 4.requirement of a certified audit of corporate funds at any time and choosing the fiscal auditor of the college annually. 5.selecting all insurance carriers and insurance coverage for the college. 6.appointment, setting stipend amount, and reassignment of dominican sister personnel to the college. B.the following transactions shall be authorized by vote of the member, which vote shall be taken only after considering the advice of the board of directors. Any action taken by the member on these matters shall be communicated to the board of directors by the member, the president or her designee as appropriate. 1.appointment of directors to and removal of directors from the board of directors in accordance with the provisions of this paragraph. Directors may be removed for engaging in conduct that is a conflict of interest with the director's position with the board, the commission of a crime involving moral turpitude or conduct that results in opprobrium for aquinas college. If a member of the board of directors believes that grounds exist for the removal of a director from the board (the "subject director"), the director believing removal is warranted shall notify, in writing, the chair of the board of the name of the subject director and the grounds the director believes require removal of the subject director. The chair shall notify the subject director of the accusation and the right of the subject director to provide information or extenuation on why the subject director should not be removed. The subject director may request a special meeting with the full board to explain his or her position. At such meeting, the chair shall explain the grounds that are proposed for removal of the subject director and the subject director shall have the right to explain his or her position. After the presentations, the board will vote without the subject director being present and recommend to the member whether the subject director should be removed. The chair shall then notify the member of the recommendation of the board. Regardless of the recommendation of the board, the final decision on whether a subject director shall be removed shall reside exclusively with the member, however. Within ten days after receiving the recommendation of the board, the member shall notify the subject director and the board of its decision. Notwithstanding the foregoing, as permitted by the tennessee nonprofit corporation act, the member may remove a director if it believes it is in the best interest of the college to do so, with or without cause. 2.approval of capital and operating budgets. 3.approval of borrowing in excess of the limit established by the member. 4.approval of purchase, mortgage or sale of real estate or lease of real estate by or to the college for longer than one year. 5.approval of unbudgeted expenses in excess of the limit established by the member. 6.approval of long-range or strategic plans of the college. 7.approval of the creation and dissolution of this college or any subsidiary corporations, as well as approval of any merger, consolidation, affiliation, joint venture or other form of corporate reorganization of this corporation or any subsidiary of which this corporation is a member or controlling shareholder. 8.approval of polices to meet annual and long-range objectives and goals, and to remain in compliance with applicable local, state and federal laws and regulations. 9.approval of annual objectives and long-range goals for the college, and estab”

“When complete, schedule 990 will be sent to the audit committee for review. The audit committee will present irs form 990 to the full board (or executive committe) for review and approval prior to its filing.”

“Board of directors completes a new disclosure form each year. Each faculty and staff member completes one when the salary agreement is signed annually. Transactions with officers, directors, trustees, and key employees are reviewed.”

“Employees are paid in an amount comparable to what they would be expected to make at similar local (private or state) or peer institutions. At times we check comparable ranges against the chronicle of higher education, on-line services or other institutions' 990 reports that are available.”

“Employees are paid in an amount comparable to what they would be expected to make at similar local (private or state) or peer institutions. At times we check comparable ranges against the chronicle of higher education, on-line services or other institutions' 990 reports that are available.”

“Charter is available through the secretary of state.”

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