Fresno Pacific University

“The Executive Committee is made up of the Board Chair, Vice Chair, Secretary, Treasurer, Chair - Academic Committee, Chair - Advancement Committee, Chair - Student Life Committee, Chair - Board Development Committee, and the Pacific District Minister, all of whom are members of the governing body. The scope of the committee's authority is as follows: The Executive Committee shall be empowered to act in all matters in place of and with the same authority as the full Board of Trustees whenever such action is required for the timely and orderly operation of the University and cannot conveniently be accomplished by the full Board, except that: (i) it may not act to terminate or dissolve the Corporation, (ii) it may not assign or use any of the Corporate assets as security for any loan, (iii) it may not authorize the construction of any new facility, (iv) it may not hire or terminate the President, unless authorized to do so by the full Board of Trustees, (v) but in any event, it may not exercise any of the action or powers restricted by California Corporation Code 9212 and specifically, it may not: (1) approve any action for which the approval of the majority of members is required, (2) fill vacancies on the Board or in any Committee which has the authority of the Board, (3) fix compensation of the directors for serving on the Board or on any committee, (4) amend, repeal, or adopt any Bylaws, (5) amend or repeal any resolution of the Board which is not amendable or repealable, (6) appoint Committees of the Board or its members, and (7) approve any self-dealing transactions.”

“The members of Fresno Pacific University shall consist of those persons who are duly elected by their respective home churches to serve as delegates (the "Delegate Members") to the Convention of the Pacific District Conference of Mennonite Brethren Churches (the "Conference") and shall serve as Members until either such Member's home church elects new delegates to the Conference Convention or until such Member ceases to be a member the church which elected them.”

“The Delegate Members shall have the power to elect, as herein provided, sixty percent (60%) of the voting members of Fresno Pacific University's Board of Trustees.”

“The Delegate Members shall have the right and power to approve the disposition of all or substantially all of the assets of the Fresno Pacific University consistent with the provisions contained in Fresno Pacific University's Articles of Incorporation and to approve of a merger or dissolution of Fresno Pacific University.”

“The 990 is prepared by an independent CPA firm, reviewed in detail by management and finance, and then provided to the entire Board electronically for a top-level review prior to being filed with the IRS.”

“The conflict of interest policy is reviewed and signed annually by the trustees to certify they are in compliance with the policy. Officers and board members are expected to self-report the potential for any actual or perceived conflict of interest. In addition, the Chair of the Board and President of the University monitor Board assignments and relationships with the University for potential conflict of interest. Potential or actual conflicts of interest are resolved by the President and/or Board of Trustees as appropriate. Should any potential conflicts of interest be disclosed, the board member or officer would be asked to refrain from participation in any deliberation or decision with regard to matters affected by the relationship.”

“The independent trustees who make up the Executive Committee of the Board reviews and approves the compensation, including benefits, of the President. In hiring a new president, the committee seeks guidance from the presidential search consultant and other outside professional counsel to ensure comparability with peer presidents. Two or three trustees are given authority to negotiate the new president's compensation within guidelines established by the Trustees. Documentation of the deliberation and decision is included in Board records. The Vice President of Finance's compensation is solely determined by the President and they serve at the pleasure of the President. The Board does not approve their compensation, nor is it entered into the minutes of the Board. The President did consult comparable data when determining the Vice President of Finance's compensation but the determination was not documented.”

“The University makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”