Seattle University

“In its Fiscal Year 2024, Seattle University amended its Articles of Incorporation and Bylaws to dissolve the Jesuit Board of Members at the Jesuit Board of Members' request, and to make other changes to clarify certain provisions and update the terms to parallel the newly amended Washington Nonprofit Corporations Act, RCW 24.03A, et seq. The "significant changes" implemented through the amendments included: With respect to the Articles of Incorporation: (1) Revisions necessary to dissolve the Jesuit Board of Members; (2) A revision specifying a two-thirds voting threshold for the Board of Trustees to adopt a plan of distribution upon dissolution of the corporation; and (3) An amendment increasing the Board of Trustees' voting threshold for amending the Articles of Incorporation from a majority to a two-thirds majority. With respect to the Bylaws: (1) Amendments necessary to dissolve the Jesuit Board of Members; (2) An amendment increasing the threshold for the Board of Trustees to amend the Articles of Incorporation from a simple majority to a two-thirds majority; (3) Changes permitting the Board committees to take action by unanimous written consent; and (4) Amendments to the names and descriptions of the Standing Committees, to reflect committee reorganization. These amendments were adopted in compliance with the Washington Nonprofit Corporations Act, RCW 24.03A, et seq., and in accordance with the procedures of the Articles of Incorporation and Bylaws. After the amendments were unanimously approved by the Board of Trustees, the Jesuit Board of Members unanimously voted to approve these amendments.”

“Seattle University is a Washington nonprofit corporation 501(c)(3) tax exempt institution of higher education governed by a Board of Trustees that is responsible for the overall management of the affairs of the University. Historically, Seattle University was a membership corporation with a Board of Members (the "Jesuit Board of Members"). However, as discussed above, with respect to Part VI, Section A, Line 4, in Fiscal Year 2024, Seattle University amended its Bylaws and Articles of Incorporation in accordance with the Washington Nonprofit Corporation Act to dissolve the Jesuit Board of Members, and to implement other changes to its governing documents.”

“As discussed with respect to Lines 4 and 6, Seattle University had a Jesuit Board of Members until Fiscal Year 2024, when it amended its Articles of Incorporation and Bylaws to dissolve the Jesuit Board of Members.”

“Historically, (a) a majority vote of the Board of Trustees and the approval of at least two-thirds of the votes of the Jesuit Board of Members was required to amend the Articles of Incorporation; (b) a majority vote of each of the Board of Trustees and the Jesuit Board of Members was required to alter, amend, or repeal the Bylaws; (c) the Jesuit Board of Members could delegate its authority to approve amendments of the Bylaws to the Board of Trustees; (d) a majority vote of the Jesuit Board of Members was required for the sale or lease of any corporate properties having a fair market value in excess of fifteen million dollars; (e) the Jesuit Board of Members was required to elect three Jesuits to serve on the Board of Trustees; and (f) approval of at least two-thirds of the Jesuit Board of Members was required to approve any plan of dissolution and distribution. However, as discussed above, the Jesuit Board of Members was dissolved by amendment to the Articles of Incorporation and Bylaws in Fiscal Year 2024.”

“Each voting member of the Board of Trustees was provided with an electronic copy of Form 990 and supporting schedules prior to filing with the IRS. The Audit Committee of the Board met to review the form and schedules as well. The form and schedules were also reviewed by appropriate officers and management, including but not limited to the CFO/VP for Finance and Business Affairs, Assistant Vice President for Finance and Controller, and University Counsel.”

“The Conflict of Interest Policy for Trustees is contained both the Bylaws of the University (Article III, Section 9) and in a Board of Trustees Conflict of Interest Policy adopted to enact this provision. Trustees are informed of this policy during Trustee orientation and the annual meeting. On an annual basis, each Trustee is asked to furnish a written statement indicating whether he or she is involved in any matter that poses an actual or potential conflict of interest. Trustees are expected to update the disclosure throughout the year as may be appropriate. After a trustee's disclosure of a potential financial or other conflict of interest, the chair of the Board of Trustees, in consultation with the University Counsel, determines whether the situation constitutes a conflict of interest requiring action by the Board. If the chair of the Board believes Board action is appropriate, the interested person must leave the Board meeting where the financial or other interest is discussed and voted upon, unless requested to stay either to respond to questions or provide information to the Board on the matter under discussion. The remaining board members decide if a conflict of interest exists and the appropriate course of action. Officers, key employees, faculty, and staff are covered by the University Conflict of Interest Policy. Individuals are informed of this policy at the time of hire. The policy is maintained on the University's Policies and Regulations website and is available to faculty and staff at all times. Upon identification of an actual or potential conflict of interest, as defined in the policy, the matter is reviewed and evaluated by designated University officials under the policy, and a determination is made regarding an appropriate action. The University has also adopted the Policy for Financial Conflict of Interest Disclosure and Management for Investigators in Externally Sponsored Programs in compliance with US Department of Health and Human Services regulations (42 CFR Part 50, Subpart F) and the financial conflict of interest policies of the National Science Foundation. The Office of Finance and Business Affairs, through the Office of the Controller, reviews carefully all proposed business transactions, expenditures, and requests for reimbursements to determine compliance with University policies, including those relating to conflict of interest.”

“The University's process for determining compensation for the president, officers, and other key employees is set forth in the Board Policy on Review of Executive Compensation. The policy requires the Board to review the compensation of "Compensated Individuals." The policy defines "Compensated Individuals" as (i) the University's President, Chief Financial Officer, Provost/Chief Academic Officer, University Counsel, and Vice Presidents; and (ii) such other persons identified by the Executive Committee of the Board of Trustees ("Executive Committee") as exercising "substantial influence" over the affairs of the University and that the Executive Committee deems prudent to have their compensation be reviewed and approved. The policy requires review of Compensated Individuals' compensation upon their hiring, upon entering into a new agreement with the Compensated Individual, and upon a "material change" to an agreement with a Compensated Individual. Under the policy, The Executive Committee is required to rely on comparability data to determine that the Compensated Individual's compensation is reasonable. The Executive Committee is also required by the policy to consider all benefits, including but not limited to base salary, bonuses, retirement benefits, and deferred compensation. Additionally, the policy mandates that the Executive Committee consult with an attorney or tax professional prior to approving any remuneration in excess of $1 million or parachute payments. Lastly, the policy requires the compensation deliberations to be recorded contemporaneously. The compensation arrangements for the President was most recently reviewed in May 2024.”

“While applicable federal tax laws do not mandate that the University's governing documents, conflict of interest policy, and financial statements be made available for public inspection, the University makes each of the foregoing available on its website, www.seattleu.edu, or upon request.”