Educause

“The board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees and their members. Such resolution shall also specify the duties and authority of the committee and the number of directors to be appointed to the committee. Only board members may serve on governance committees. The board by resolution approved by a majority of the directors in office shall name the members of the committees. Each committee shall consist of two (2) or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the board in the management of the corporation, except that no such committee shall have the authority of the board in reference to: amending, altering, or repealing the articles of incorporation or bylaws; electing, appointing, or removing any member of any committee or any director or officer of the corporation; adopting a plan of merger, dissolution, consolidation, or approving the sale, exchange, mortgage, or distribution of all or substantially all of the property and assets of the corporation; revoking proceedings for dissolution; or amending, altering, or repealing any resolution of the board of directors, which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the board or any individual director of any responsibility imposed thereon by law.”

“The following changes were made to the bylaws: article ix, section 3 was removed, which included specific references to board committees. This information was taken out of the bylaws and put into individual committee charters approved by the board.”

“The organization has two types of members: regular and associate members. Regular members consist of higher education institutions that contribute to the accomplishment of the purposes of educause. Associate members are corporations and other organizations that contribute to the accomplishment of the purposes of educause. Only regular members have the ability to vote in the election of directors to the board.”

“Each educational institution (regular) member assigns a primary representative who is entitled to vote in the election of elected board members.”

“The board performs an annual review of the form 990 prior to filing with the irs. Several weeks prior to the summer board meeting, a draft of the form 990 is sent to each member of the governing body. Board members are requested to bring comments, questions, and concerns to the meeting for discussion. Several additional days, beyond the date of the board meeting, are open for further discussion. The review deadline is clearly stated. Any necessary changes are made through the third-party tax preparer subsequent to the meeting. The final copy of the form 990 is signed by the president of the association and filed with the irs.”

“All staff must read and sign the conflict of interest policy and the code of ethics policy at time of hire and as revisions occur. Board members must annually read and sign the conflict of interest policy and the code of ethics policy. Any instances of non-compliance are required to be immediately reported. The president determines corrective measures for staff in violation of the policy. The board determines corrective measures for the president or other board members. Deliberations and decisions regarding any conflicts of interest are documented in the meeting minutes.”

“An independent third party is engaged to provide competitive compensation information to the hr director who reviews the compensation of the president and vice-presidents and reports any variances to the president and cfo. The board's executive committee is called upon to review the reasonableness of the compensation of executive staff and then reports its findings to the entire governing body. This was most recently completed for the president in 2020, and everyone else in 2019.”

“The organization's governing documents, conflict of interest policy, and financial statements are all available upon request.”

“The process for the oversight of the audit and a selection of an accountant has not changed from the prior year.”