Mills College

“Effective july 2021, the role of "interim provost & dean of the faculty" (an officer position per the bylaws) was fulfilled by patricia hardaway, jd, a consultant with the registry. Compensation paid to the registry in exchange for these services totaled $152,950 during the 2021 calendar year.”

“The organization amended its bylaws in september 2021 to remove the power of the alumnae association of mills college to designate four members of the mills college board of trustees. Effective september 2021, the board of trustees of mills college may include up to four members nominated by the alumnae association of mills college, who may only serve if elected by the board of trustees of mills college.”

“The organization did not have "members" by definition of the bylaws, however, the form 990 instructions further define a member as any person, including a corporation or other legal entity, with the power to elect members of the governing body. Accordingly, the alumnae association of mills college was considered a "member" of mills college until september 2021, when the bylaws were amended.”

“The alumnae association of mills college had the power to designate four of its members to the board of trustees of mills college until september 2021, when the bylaws were amended.”

“The college's form 990 review process is a collaborative effort. The core form 990 and related schedules were prepared by an independent tax accountant, in conjunction with the accounting and finance staff of both mills college and northeastern university (the surviving organization subsequent to the merger effective june 30, 2022). The form 990 is then reviewed by senior management, the audit committee, and the board of trustees of northeastern university. All feedback from the above parties was incorporated the form 990 prior to filing with the internal revenue service. The form 990 as filed is provided to the full board of trustees of northeastern university prior to filing with the internal revenue service.”

“The conflict of interest policy is regularly and consistently enforced by the audit and enterprise committee with the advice and assistance of the vice president for finance and administration/treasurer. The audit and enterprise committee requires each trustee, officer, and key employee to complete annually a conflict of interest questionnaire. The questionnaires are filed with the vice president for finance & administration/treasurer and reviewed by the audit and enterprise committee, which makes recommendations about the potential conflicts of interest to the full board. The audit and enterprise committee and board both maintain minutes and other documentation to record their review of actual or potential conflicts. College trustees, officers, and key employees are also aware of the duty disclose any potential or actual conflicts of interests throughout the year. These additional disclosures by an individual covered by the policy are submitted to the audit and enterprise committee chair and the vice president for finance and administration/treasurer. The audit and enterprise committee also reviews these potential conflicts and makes recommendations to the full board. At regularly scheduled meetings of the full board, the audit and enterprise committee reports on any actual or potential conflicts of interest and their resolution or recommendation. The audit and enterprise committee also reviews the operation of the policy and makes recommendations to the board of trustees regarding any proposed changes. The vice president for finance and administration/treasurer (or his or her representative) attends all relevant meetings and assists in preparing the minutes. If an individual believes that she/he may have an actual or potential conflict of interest, she/he shall immediately and fully disclose the potential conflict in writing, and shall refrain from participating in any transactions or decisions of any actual or potential ethical, legal, financial, or other conflicts of interest involving the college.”

“The executive committee annually a conducts a review of compensation for the college president, officers, and key employees, which follows the executive compensation policy approved by the board of trustees. Executive compensation arrangements fall within the bounds of market practice for comparable positions at comparable organizations. Factors that are reviewed include: (i) compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions; (ii) the availability of similar services in the geographic area of the organization; (iii) current compensation surveys compiled by independent firms, and (iv) actual written offers from similar institutions competing for the services of the affected person. Compensation packages and contracts for college officers and key executives are reviewed for internal consistency and equity as well as comparability with external market data. Salaries of college officers and key employees were last reviewed by the mills college board of trustees executive committee at their april 28, 2022 meeting and the committee reported on their meeting to the board of trustees on may 13, 2022.”

“The college's governing documents, conflict of interest policy, and financial statements are made available to the public upon request.”

“Actuarial adjustment -3,856,796. Ubi from passthroughs -54,335. Transfer of net assets to northeastern university effective 6/30/2022 -236,211,760.”