Saybrook University

“Patricia Potter and Vadim Levitin have a family relationship.”

“During fiscal year 2020, the Bylaws were amended for the following items: - Revised the mission statement - Revised Article 7.3(c) to provide Member consent for: merger or consolidation of Corporation, sale of all or a material portion of assets, filing a petition for receivership or bankruptcy, liquidation of the College's assets; - Revised Article 8.1 to remove certain Board responsibilities to align with the College's general day-to-day operational practice; - Revised Article 8.2(f) definition of "Independent Trustee; - Revised Article 9.1 to provide Fiduciary Council consent for: merger or consolidation of Corporation, sale of all or a material portion of assets, filing a petition for receivership or bankruptcy, liquidation of the College's assets, establishing subsidiaries/entering into affiliations, joint ownership, joint ventures; - Revised Article 9.2(a) to expand membership of Fiduciary Council; - Revised Article 12.6 to realign mandates of Finance & Audit Committees with respect to compliance roles.”

“The initial and sole member is TCS Education System (the Member).”

“The Member has the authority to consent to the election of persons to membership on the Board of Trustees, this shall apply to any removal of a member of the Board.”

“The powers and authority of the Member shall be limited to the following: i. The authority of the Member to consent to a change in the Mission or Purpose of the Corporation; ii. The authority of the Member to consent to a change in the legal entity or tax structure of the Corporation; iii. The authority of the Member to amend the Articles of Incorporation or Bylaws. In addition to the power and authority reserved to the Member in the Articles of Incorporation, the Member shall have the full and exclusive authority to take any action reserved, or granted to it in these Bylaws or applicable law.”

“The Form 990 is prepared by an independent accounting firm (RSM US LLP) along with the advice of the management and attorneys of the organization. The Form 990 is posted to a secure web portal, allowing members to review and offer commentary prior to the filing of the Form 990.”

“An Interested Person must annually disclose the existence of the facts and circumstances of any conflict of interest to either 1) the Board members and members of Board committees or 2) Human Resources with respect to any action or proposed action that gives rise to the conflict of interest. Pending review and resolution by the Board or the Governance Committee or Human Resources, the Interested Person shall be excluded from any deliberations or action concerning conflicts of the matter that gives rise to the conflict of interest. Each Board member, corporate officer, Board committee members and key employee shall annually sign a statement that affirms that such person a) has received a copy of the conflict of interest policy, b) has read and understands the policy, c) has agreed to comply with the policy, d) understands that the Corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.”

“Each Board's Executive Committee reviews and approves the compensation of certain executives of the Corporation to determine that it is just and reasonable. The Executive Committee, in coordination with TCS Education System, shall conduct or cause to be conducted an analysis of the compensation to be paid to the executive as compared to other executives in similar positions with similar organizations. The Executive Committee engages an outside independent compensation consultant to benchmark salaries and benefits. Executive salaries are reviewed and approved by each Board's Executive Committee with the assistance of a benefits consulting firm (Korn Ferry) that provides recommendations based on comparative data with other organizations.”

“Financial information as well as governance documents, which include the conflict of interest policy are not made available to the public.”