St Marys University of San Antonio

“BYLAWS, ARTICLE 3: Members of the Corporation 3.1 Members of the Corporation The following shall be the members of the Corporation (each individually a "Member" and collectively the "Members"): (a) the Provincial Superior of the Society of Mary, Province of the United States, duly appointed according to the Rule of Life of the Society of Mary; (b) all the individuals serving on the Provincial Council of the Society of Mary, Province of the United States, duly appointed according to the Rule of Life of the Society of Mary; (c) the duly appointed President of the University, and the duly elected Chairperson of the Board of Trustees of St. Mary's University (the "Board of Trustees").”

“BYLAWS, Article 3: 3.3 Powers of the Members of the Corporation The Members of the Corporation shall enjoy the following powers: (a) to approve and change the Bylaws of the University upon recommendation of the Board of Trustees in accordance with Article 10; (b) to approve nominees for the Board of Trustees recommended by the Executive Committee of the Board of Trustees or the Trustee Nominating Committee (as defined below) and to approve the dismissal of individuals serving on the Board of Trustees (each individual serving on the Board of Trustees a "Trustee" and collectively "Trustees") as recommended by a vote of the Board of Trustees, provided that such approval shall not, in either instance, be unreasonably withheld; (c) to approve the sale or transfer of any substantial part of the physical properties of the University; (d) to determine the distribution of the assets of the University in the event of its dissolution; and (e) to approve the recommendations for President of the University as proposed by the Presidential Nominating Committee (as defined below) of the Board of Trustees and that such approval shall not be unreasonably withheld.”

“THE UNIVERSITY PREPARED THE Form 990, WHICH WAS THEN REVIEWED internally and BY Ernst & Young. THE DRAFT WAS DISTRIBUTED TO THE AUDIT COMMITTEE FOR THEIR REVIEW AND APPROVAL and MADE AVAILABLE TO THE BOARD PRIOR TO SUBMISSION OF THE 990 FILING.”

“OFFICERS AND DIRECTORS ARE REQUIRED TO READ AND SIGN THE CONFLICT OF INTEREST POLICY. THE INDIVIDUAL REPORTS TO THEIR RESPECTIVE SUPERVISOR AND/OR HUMAN RESOURCES OFFICE WHEN AN ISSUE ARISES. FACULTY WITH ADMINISTRATIVE RESPONSIBILITIES AND ALL STAFF ARE REQUIRED TO READ AND SIGN THE CODE OF BUSINESS CONDUCT ANNUALLY. MONITORING IS PERFORMED VIA CONTROLS AND FINANCIAL TRANSACTIONS AND SUPERVISORY OVERSIGHT. If an individual is determined to have a conflict of interest, that individual shall refrain from participating in the proposed transactions. The individual shall not vote on such matters and shall not be present at the time of the vote. FORM 990, PART VI, Line 13 THE UNIVERSITY'S WHISTLEBLOWER POLICY WAS APPROVED BY THE BOARD OF DIRECTORS AND IMPLEMENTED ON MARCH 20, 2012.”

“CEO and officers salaries are reviewed each fiscal year and benchmarked with the CUPA study data for comparability. The president (CEO) is compared to CEO compensation reported on form 990 of peer institutions, salary ranges as reported by CUPA, then reviewed and approved by the executive committee of the board of trustees.”

“Audited financials, governing documents, conflict of interest policy and forms 990 are made available to the public upon request and on the web at www.stmarytx.edu.”

“St. Marys University, as a Catholic Marianist University, fosters the FORMATION OF PEOPLE IN FAITH AND EDUCATES LEADERS FOR THE COMMON GOOD THROUGH COMMUNITY, INTEGRATED LIBERAL ARTS AND PROFESSIONAL EDUCATION, AND ACADEMIC EXCELLENCE. St. Mary's University is the first institution of higher learning in San Antonio and the oldest Catholic university in Texas and the Southwest. FORM 990, PART VI, Line 2 DAVID BIEGLER AND JACK BIEGLER ARE BROTHERS AND ARE ALSO ST. MARY UNIVERSITY TRUSTEES.”

“The audited financial statements are approved by the A&E committee.”