St Marys University of San Antonio

“Bylaws, Article 3.3 Powers of the Members of the Corporation The Members of the Corporation shall enjoy the following powers: - to approve, by a majority vote, nominations for election to the Board of Trustees submitted by the Executive Committee of the Board and removal of members of the Board, by a majority vote, upon the recommendation of the Executive Committee of the Board. The approval shall not, in either instance, be unreasonably withheld; - to approve the recommendations for President of the University as outlined in Article 4.3. Bylaws, Article 4.3 Selection of the President of the University The Board of Trustees shall choose the President of the University in the following manner: (a) The Executive Committee of the Board of Trustees shall appoint a Presidential Nominating Committee and select its Chairperson. (b) The Chancellor, as the Provincial of the Marianist Province of the United States, or his designate from the Board of Trustees shall be a member of the Presidential Nominating Committee, as well as the Vice President for Mission and Rector. (c) The Presidential Nominating Committee shall prepare a description of the position and a profile of the desired candidate. (d) Before opening the search, the description of the position and profile of the desired candidate shall then be ratified by the Executive Committee of the Board of Trustees and by the Members of the Corporation, which ratification shall not be unreasonable withheld. (e) The President shall be a Roman Catholic and have the desire and ability to provide leadership for St. Mary's University as a Catholic and Marianist University. Qualified individuals meeting the profile and description of the position will be invited to apply, although the Presidential Nominating Committee shall give special consideration to qualified members of the Society of Mary. (f) The recommendation of the Presidential Nominating Committee shall be made first to the Executive Committee of the Board of Trustees. The Executive Committee shall make a recommendation of a candidate or candidates for President to the Members of the Corporation. The Members must approve the recommendation of a candidate or candidates by a majority vote of the Members of the Corporation at a meeting of which a quorum is present. This approval shall not be unreasonably withheld. When approved by the Members of the Corporation, the Executive Committee shall submit the recommendation to the Board of Trustees for election of the President. (g) The President shall be elected by two-thirds vote of the total membership of the Board of Trustees. FORM 990, PART VI, LINE 7B Bylaws, Article 3.3 Powers of the Members of the Corporation The Members of the Corporation shall enjoy the following powers: - to approve and change the Bylaws of the University upon recommendation of the Board of Trustees in accordance with Article 10; - to approve the sale or transfer of any real property of the University; - to determine the distribution of the assets of the University in the event of its dissolution in accordance with Article 2.4. Bylaws Article 2.4 Financial Resources of the University Upon the dissolution of the University or the winding up of its affairs, the assets of the University shall be distributed exclusively to the Marianist Province of the United States or its successors; if such distribution is not possible or feasible, then to the Chaminade Foundation, a non-profit corporation and legal presence of the General Administration of the Society of Mary in the United States; if the foregoing options are not permitted or feasible, then the assets shall be distributed exclusively to charitable, religious, scientific, literary or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and the regulations promulgated there under as they now exist or as they may hereafter be amended.”

“The University staff prepared Form 990, which was reviewed internally, then reviewed by Ernst & Young LLP. The draft was distributed to, and reviewed with, and approved by the Audit and Ethics Committee of the Board of Trustees, then made available to the full Board of Trustees prior to filing with the Internal Revenue Service.”

“Trustees are required to read and sign the Conflict of Interest Policy and complete a questionnaire disclosing any interests that could give rise to conflicts. If a conflict of interest is identified, that individual shall not vote on such matter and shall not be present at the time of the vote. Faculty with administrative responsibilities and staff are required annually to read and acknowledge the University's Code of Conduct. The Code requires reporting to the employee's supervisor and/or the Office of Human Resources when an issue arises. Monitoring is performed through the University's system of financial accounting controls and by supervisory oversight.”

“The President's and University Officers' salaries are reviewed each fiscal year and benchmarked using the annual College and University Personnel Association (CUPA) Compensation Study. The President's compensation is also compared with compensation reported on Form 990 of peer institutions, then reviewed and approved by the Board of Trustees.”

“Audited financial reports, governing documents, Forms 990, and policies, including the Conflict of Interest Policy, are made available to the public upon request and on the University website at www.stmarytx.edu.”

“ST. MARY'S 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 4 St Mary's University amended their organizational by-laws on February 9, 2018 in order to include their Non Discriminatory Policy toward students within their by-laws. (Provision 9.9) FORM 990, PART VI, LINE 6 Bylaws, Article 3.1 Members of the Corporation THE FOLLOWING SHALL BE THE MEMBERS OF THE CORPORATION (EACH INDIVIDUALLY A "MEMBERCOLLECTIVELY 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").”

“Other changes in net assets or fund balances rotc non-cash grant $483,615 rounding $(1) -------------- total $483,614”