Seattle Pacific University

“The following significant changes were made to the University's governing documents. The "Board structure, size, terms, and composition" and "Indemnification provisions" sections were moved from the Articles of Incorporation to the University's Bylaws. The Articles of Incorporation and Bylaws were further updated to clarify the number of votes needed from Trustees in office to hire or remove a president. Changes to the Bylaws remove the term limitation of a trustee serving again after being nine years on the board following a one year absence from the Board and denote that the Board Chair and President are voting ex-officio members of all standing Board committees, and revise the allowable terms for the Vice Chair, Secretary, and Treasurer to range from one to three years. The Bylaws changes also include revisions to term limits for the Chair of the Board to allow him/her to serve an additional year, to the required vote to remove a trustee to be the same majority vote as is required to elect a trustee, and to the language covering employee indemnification. Finally, the Bylaws changes also clarified the required notice by a Trustee if convicted of felony or gross misdemeanor and for automatic removal of that trustee from the Board, and articulated the term of the Board Chair to add flexibility for extending terms in certain circumstances to ease the transition to successor Chair.”

“Line 11a - The University provides a complete copy of the final Form 990 to each member of the governing body, with the exception of Schedule B (Schedule of Contributors), before its final filing with the IRS.”

“The University posts the Form 990 on a secure website for the trustees to access prior to filing. The trustees receive a link to the website that allows them to access the return and are provided an opportunity to submit questions or concerns before the 990 is filed. The Executive Committee of the Board reviews the 990 as part of a separate process.”

“Once a year conflict of interest questionnaires are sent to the trustees, officers, directors, and key employees along with requests of other information that is needed for the completion of the Form 990 return. Those surveys are then reviewed for conflicts and a determination is made as to what if any action is needed. Business transactions with entities that a Board member may own or control must meet purchasing standards of the University regarding price competitiveness.”

“The President's compensation is reviewed and approved annually by the Executive Committee of the Board of Trustees. The review includes a comparison of compensation levels of university presidents of similar institutions using both regional and national higher education compensation surveys. The compensation of other officers and key employees, who are also Disqualified Persons as defined by IRC 4946, is reviewed and approved by Executive Committee using a similar methodology of reviewing existing and proposed compensation against regional and national higher education surveys. The Executive Committee's actions are ratified at a subsequent meeting of the Board of Trustees.”

“The University makes its governing documents, which includes the conflict of interest policy, available upon request. The audited financial statements are made available at www.spu.edu and at various other organization websites associated with the University.”

“Craig Kispert, Vice President for Business and Finance, is an officer per IRS instructions only and is not an officer per corporate by-laws.”

“This amount reflects the total of unrealized gains and losses on investments carried at market value.”