Lewis and Clark College

“The college's bylaws establish an executive committee that consists of the board chair, vice chairs, the president, the chairs of the board's standing committees, and other trustees or life trustees who are appointed by the board chair. The executive committee is empowered to act on behalf of the full board between meetings of the board, although the executive committee may not (1) take any action inconsistent with a prior action of the board; (2) appoint or discharge the president, an acting president, or any board member to or from any position; (3) materially amend the annual operating budget or the capital budget of the college; (4) amend the articles or bylaws of the college or the standing rules of the board; (5) site permanent buildings; (6) borrow money or encumber assets; (7) sell a significant portion of the assets of the college; or (8) take any action that by resolution has been reserved for the full board.”

“The articles of incorporation of lewis & clark college were amended in order to re-state the purpose of the organization as follows: "the object and business of this corporation is and shall be to establish and maintain at or near the city of portland, multnomah county, oregon, an institution of learning in which shall be taught the liberal arts and sciences, law, education, counseling and such other disciplines as may be approved by the board of trustees." the bylaws of the college were amended to provide clarification in several areas. The changes include updating the description of the duties of the board of trustees to reflect best practices in higher education; updating the titles of the college's officers and including the three academic deans as college officers; clarifying that a quorum of the board is one-third of members eligible to vote and that an action of the board can be taken upon approval of a majority of the quorum present at a meeting; providing that a board action can be approved by written unanimous consent through electronic mail; and providing that a board member recused due to a conflict of interest may be counted for determining the presence of a quorum at the meeting but shall not be counted for purposes of determining the presence of a quorum for the requisite board action.”

“All voting trustees are elected or appointed by the board of trustees, except that the presidents of the college of arts and sciences alumni association and law school alumni association are ex officio voting members of the board during their respective terms of service.”

“1. A draft of form 990 is reviewed by the vice president for business and finance (treasurer). The vp for finance consults with the general counsel and identifies specific areas for secondary review as needed. 2. The audit committee will meet in february or march of each year to review the final draft of form 990. 3. The business office will forward the electronic public version of the form 990 to the audit committee for review prior to the audit committee meeting. 4. The full detail of schedule b donors will be made available to the board chair for review in hard copy. 5. The committee will review the complete form 990 and have the ability to ask questions of the administration and the college's tax consultants. 6. Following the audit committee meeting the electronic version of the public form 990 will be sent to each trustee. Trustees will have the ability to ask questions by email or by phone.”

“A board member or board committee member shall be considered to have a conflict of interest if: (1) such board or committee member has existing or potential financial or other interests which impair or might reasonably appear to impair such person's independent judgment in the discharge of his or her responsibilities to the college; or (2) such person is aware that a member of his or her family, or another organization in which such person is an officer or director or is otherwise involved, has such existing or potential conflict of interest. All board or committee members shall disclose to the board or to the committee any possible conflict of interest at the earliest practicable time and, if the matter is uncertain, may request the board or committee to resolve the questions by majority vote. Annually all members of the board of trustees are asked to sign a conflict of interest disclosure statement. No board or committee member shall vote on any matter under consideration at a board or committee meeting in which such person has a conflict of interest. The minutes of such meetings shall reflect that a disclosure was made and that the person having a conflict of interest abstained from voting. Annually each officer of the college is required to review the college's code of ethics, which includes our conflict of interest policy, and acknowledge compliance.”

“The college is governed by an independent board of trustees. The board is responsible for the appointment, evaluation and compensation of the president of the college. The board has established a compensation committee, which consists of three to five independent trustees appointed by the chair of the board, plus the chair of the board as an ex officio member. The committee annually evaluates the president and determines the president's compensation, taking into account annual survey data from peer institutions. This process was completed in june 2018 for the president's compensation effective september 1, 2018. The compensation for the vice presidents and deans of the college is determined by the president. When setting compensation, the president considers compensation surveys of similar peer institutions, as well as internal compensation data. This process was completed in september 2018 for compensation effective retroactive to september 1, 2018. Information regarding the compensation of vice presidents and deans is required by board policy to be shared annually with the board of trustee's compensation committee.”

“The form 990 is made available to the public on the college's website and upon request. In lieu of form 1023, a letter from the irs dated june 3, 2002 acknowledging the organization's tax exempt status under section 501(c)(3) of the internal revenue code is made available to the public on the organization's website.”

“The college's governing documents (corporate by-laws) and the audited financial statements are made available to the public on the organization's website. The college's conflict of interest policy is made available to the public upon request.”

“Change in value of split interest agreements -402,240. Change in value of swap agreements -1,082,725.”