University of the West

“The board of trustees may, by a two thirds (2/3) majority vote of trustees, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an executive committee and delegate to such committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except with respect to: (a) the approval of any action which, under law or the provisions of the bylaws, requires the approval of the members or of a majority of all of the members. (b) the filling of vacancies on the board or any committee which has the authority of the board. (c) the fixing of compensation of the trustees for serving on the board or on any committee. (d) the amendment or repeal of bylaws or the adoption of new bylaws. (e) the amendment or repeal or any resolution of the board which by its express terms is not so amendable or repeatable. (f) the appointment of committees of the board or the members thereof. (g) the expenditure of corporate funds to support a nominee for trustee after there are more people nominated for trustee than can be elected. (h) the approval of any transaction to which this corporation is a party and in which one or more of the trustees has a material financial interest, except as expressly provided in section 5233(d)(3) of the california nonprofit public benefit corporation law. By a majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) of its members, and fill vacancies therein from the members of the board. The committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.”

“The 990 is prepared by the organization's public accounting firm based on information provided by the university. The return is then reviewed by management before being sent to the audit committee for their feedback and review. Once the audit committee approves the return, the document is made available to the entire board of trustees prior to being filed with the irs.”

“The organization strongly encourages the executive team and the members of the board of trustees to disclose to the appropriate supervisor their outside commitments on a regular basis (annual reviews, evaluations, etc.) in the event that potential conflicts cannot be resolved at this level, the involved supervisor should report the case to the human resources manager, president, and board chair. They shall determine whether a conflict exists and is material, and in the presence of an existing material conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to the organization. If it is determined that there is a conflict the board member may have to recuse themselves from decisions on that item, or may have to resign depending on the severity of the conflict. For employees the conflict would have to be resolved or the employee would be released. In any case, the conflict would be documented and placed in the individual's file.”

“We contracted the human resources agency to help to examine compensation as compared to other similar institutions in the area and state. The process described here was last completed in 2019.”

“All governing documents, conflict of interest policy and financial statements are available to the public upon request.”

“The university did not change its oversight process or selection process during the tax year.”