Sonoran University of Health Sciences

“The executive committee shall be composed of the officers of the board and the chairs of all standing committees. The president of the corporation will serve ex officio without vote. The executive committee is empowered to act for the board between regular board meetings only when unable to convene a quorum of the board, on all matters except for the following: (a) presidential selection and termination, (b) board member and board officer election, (c) changes in the mission and purposes of the institution, (d) amendments to the articles of incorporation and bylaws, (e) incurrence of corporate indebtedness or acquisition of assets outside the approved annual budget, (f) sale or other disposition of real estate and other tangible property, (g) adoption of annual budget.”

“The form 990 is prepared by the organization's public accounting firm based on information provided by management. Once the draft is available, it is reviewed by management and any changes incorporated into the filing. Once this detailed review is complete, the draft of the form 990 is presented to the board of trustees for their review and comments prior to filing with the irs.”

“The board of trustees and executive council annually sign a conflict of interest disclosure and are required to disclose any conflicts that may arise throughout the year. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the board executive committee. Any interested person may recuse himself or herself at any time from involvement in any decision or discussion in which the interested person believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board executive committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board executive committee members shall decide if a conflict of interest exists. An interested person who identifies a conflict of interest must disclose the conflict to the president/ceo and chairman of the board. The board of trustees will determine the impact of the conflict and may investigate alternatives to the proposed transaction or arrangement. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board executive committee shall determine by a majority vote of the disinterested trustees whether the transaction or arrangement is in sonoran's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement. The minutes of the board and all committees with board delegated powers shall document the records of the proceedings.”

“To determine the president/ceo's compensation, the board of trustees meets to review performance and compensation and bases payments on peer schools and other similar sized non-profits. The decision is then documented and included in the president/ceo's personnel file. The process described here was last completed in 2023.”

“The organization makes the governing documents, conflict of interest policy and financial statements available upon request.”

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