University Student Housing

“The executive committee is composed of the officers of university student housing, the president of west chester university (wcu), the vice president for advancement of wcu, the vice president for administration and finance, and the executive director of wcu foundation. The executive committee is authorized to act for the board between its regular meetings. The executive committee has and may exercise all of the powers and authority of the board in the management of university student housing, llc.”

“The sole member of university student housing, llc is the west chester university foundation, a tax-exempt organization.”

“The board consists of six ex-officio members and twenty-six other members, who are divided into three approximately equal classes. With respect to class managers, the term of office of one class expires each year. Each class is elected by the board for terms of three years. Each manager, excluding ex-officio managers, is entitled to one vote. Managers who are university employees are not entitled to vote at any meeeting of the board, including committee meetings. The organization's board of directors is identical to its supported organization's board of directors, west chester university foundation.”

“The organization's sole member, west chester university foundation, has certain rights, including the following: 1) the organization may be dissolved upon the decision of the sole member. 2) the organization's operating agreement shall not be amended without the consent of the sole member.”

“The chief financial officer reviews the 990 draft in detail and changes are sent to the tax preparer. Once the final 990 has been approved by the chief financial officer, the draft 990 is provided to each manager for review and comments in advance of the filing deadline.”

“Annually conflict-of-interest forms are completed by each manager disclosing circumstances that might dissuade them from acting in the best interest of university student housing. In addition, managers shall make prompt and full disclosure to the board of a prospective situation that may involve a conflict of interest as soon as that conflict is known. This disclosure should be made a matter of the record, either through an annual procedure or when the interest becomes a matter of board action. If a conflict of interest should arise, the executive director and the board member should promptly resolve the matter and the resolution should be recorded in the minutes of the board. Managers with conflicts shall remove themselves from negotiations, decisions, deliberations, or votes involving the conflict. This shall not be construed as preventing the manager from stating his position in the matter or from answering pertinent questions from the board when his/her knowledge may be of assistance. Family and business relationships are explicitly mentioned in the policy as sources of potential conflicts. Managers and employees are expected to volunteer conflicts of interest as they arise to the executive director. The executive director determines whether a conflict of interest exists, and requests the manager or employee to recuse himself from topics and voting on issues related to the conflict.”

“The executive director's compensation is approved in advance by the board's nominating and human resource committee. Prior to making the determination the committee obtains compensation data of at least three comparable organizations in similar communities for similar service. In addition, board members are invited to offer feedback to the committee on the performance-based goals established for the position. The committee documents the basis for its decision concurrently with making the determination. Compensation is defined in the executive director's three-year employment contract. In december 2012 a three-year contract was executed for the period july 1, 2013 through june 30, 2016. The chief financial officer's compensation is approved in advance by the board's nominating and human resource committee. Prior to making the determination the committee obtains compensation data of at least three comparable organizations in similar communities for similar service. In addition, board members are invited to offer feedback to the committee on the performance of the chief financial officer. The committee documents the basis for its decision concurrently with making the determination. Compensation is determined annually.”

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

“Change in fair value of interest rate swap liability -4,560,313. Transfer to west chester university foundation -4,586,703. Transfer to west chester university -2,396,964.”